Cintas Corp ~ 32500012
0CITY OF TIGARD - CONTRACT SUMMARY & ROUTING FORM
Contract Overview
Contract/Amendment Number: 32500012
Contract Start Date: July 30, 2024 Contract End Date: June 30, 2027
Contract Title: Fire Protection Services
Contractor Name: Cintas Corp
Contract Manager: Justin James
Department: Facilities
Contract Costs
Original Contract Amount: $60,000 annually, $180,000 over life of contract
Total All Previous Amendments: n/a
Total of this Amendment: n/a
Total Contract Amount: $60,000 annually, $180,000 over life of contract
Procurement Authority
Contract Type: Personal Services
Procurement Type: PCR 10.085 Cooperative Procurements
Solicitation Number: n/a
LCRB Date: n/a
Account String: Fund-Division-Account Work Order – Activity Type Amount
FY 25 6506400-54001 $60,000
FY 26 6506400-54001 $60,000
FY 27 6506400-54001 $60,000
FY
FY
Contracts & Purchasing Approval
Purchasing Signature:
Comments: Contract is not encumbered as $40,000 each year is on-call. Contract will not roll.
DocuSign Routing
Route for Signature Name Email Address
Contractor Charlene Backstrom grundhauserl@cintas.com
City of Tigard Steve Rymer stever@tigard-or.gov
Final Distribution
Contractor Lynn Grundhauser grundhauserl@cintas.com
Project Manager Justin James justinj@tigard-or.gov
Project Admin Jade McIntosh Jade.mcintosh@tigard-or.gov
Buyer Rosie McGown Rosie.mcgown@tigard-or.gov
Contract Number 32500012
CITY OF TIGARD, OREGON
SERVICES CONTRACT
FIRE PROTECTION SERVICES
THIS AGREEMENT made and entered into this 4th day of September 2024 by and between the
City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and Cintas
Corporation No. 2, hereinafter called Contractor.
RECITALS
WHEREAS, the City’s 2025 fiscal year budget provides for services related to operations and
maintenance of city owned facilities; and
WHEREAS, City has need for the services of a company with a particular training, ability, knowledge,
and experience possessed by Contractor, and
WHEREAS, City has determined that Contractor is qualified and capable of performing the
professional services as City does hereinafter require, under those terms and conditions set forth,
THEREFORE, the Parties agree as follows:
1. SERVICES TO BE PROVIDED
Contractor will initiate services immediately upon receipt of City’s notice to proceed together
with an executed copy of this Agreement. Contractor agrees to complete work that is detailed
in Exhibit A, incorporated herein by reference.
2. EFFECTIVE DATE AND DURATION
This Agreement is effective upon the date of execution and expires on June 30, 2027, unless
otherwise terminated or extended. All work under this Agreement must be completed prior
to the expiration of this Agreement.
3. COMPENSATION
The City agrees to pay Contractor in accordance with the fee schedule outlined in Exhibit A.
The total amount paid to the Contractor by the City may not exceed Sixty Thousand and
No/100 Dollars ($60,000.00) annually for a total amount paid not to exceed One Hundred
Eighty Thousand and No/100 Dollars ($180,000.00) over the life of this Agreement.
Payments made to Contractor will be based upon the following applicable terms:
A. Payment by City to Contractor for performance of services under this Agreement includes
all expenses incurred by Contractor, with the exception of expenses, if any, identified in
this Agreement as separately reimbursable.
B. Payment will be made in installments based on Contractor’s invoice, subject to the
approval of the City Manager, or designee, and not more frequently than monthly. Unless
otherwise agreed, payment will be made only for work actually completed as of the date
of invoice.
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C. Payment by City releases City from any further obligation for payment to Contractor for
services performed or expenses incurred as of the date of the invoice. Payment may not
be considered acceptance or approval of any work or waiver of any defects therein.
D. Contractor must make payments promptly, as due, to all persons supplying labor or
materials for the performance of the work provided for in this Agreement.
E. Contractor may not permit any lien or claim to be filed or prosecuted against the City on
any account of any labor or material furnished, provided that Contractor is fully and timely
paid.
F. Contractor will pay to the Department of Revenue all sums withheld from employees
pursuant to ORS 316.167.
G. Contractor will pay all contributions or amounts due the Industrial Accident Fund from
the contractor or any subcontractor.
H. If Contractor fails, neglects, or refuses to make prompt payment of any claim for labor or
services furnished to Contractor or a subcontractor by any person as such claim becomes
due, City’s Finance Director may pay such claim and charge the amount of the payment
against funds due or to become due the Contractor. The payment of the claim in this
manner does not relieve Contractor or their surety from obligation with respect to any
unpaid claims.
I. Contractor will promptly, as due, make payment to any person, co-partnership,
association, or corporation, furnishing medical, surgical, and hospital care or other needed
care and attention, incident to sickness or injury, to the employees of Contractor, of all
sums that Contractor agrees to pay for the services and all moneys and sums that
Contractor collected or deducted from the wages of employees pursuant to any law,
contract, or agreement for the purpose of providing or paying for services.
J. Contractor and its employees, if any, are not active members of the Oregon Public
Employees Retirement System and are not employed for a total of 600 hours or more in
the calendar year by any public employer participating in the Retirement System.
K. Contractor must obtain, prior to the execution of any performance under this Agreement,
a City of Tigard Business License. The Tigard Business License is based on a calendar
year with a December 31st expiration date. New businesses operating in Tigard after June
30th of the current year will pay a pro-rated fee though the end of the calendar year.
L. The City certifies that sufficient funds are available and authorized for this Agreement
during the current fiscal year. Funding during future fiscal years is subject to budget
approval by Tigard’s City Council.
4. OMITTED.
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5. ASSIGNMENT/DELEGATION
Neither party may assign, sublet or transfer any interest in or duty under this Agreement
without the written consent of the other and no assignment has any force or effect unless and
until the other party has consented. If City agrees to assignment of tasks to a subcontract,
Contractor is fully responsible for the acts or omissions of any subcontractors and of all
persons employed by them. Neither the approval by City of any subcontractor nor anything
contained herein creates any contractual relation between the subcontractor and City. The
provisions of this Agreement are binding upon and will inure to the benefit of the parties to
the Agreement and their respective successors and assigns.
6. STATUS OF CONTRACTOR AS INDEPENDENT CONTRACTOR
Contractor certifies that:
A. Contractor acknowledges that for all purposes related to this Agreement, Contractor is an
independent contractor as defined by ORS 670.600 and not an employee of City.
Contractor is not entitled to benefits of any kind to which an employee of City is entitled
and is solely responsible for all payments and taxes required by law. Furthermore, in the
event that Contractor is found by a court of law or any administrative agency to be an
employee of City for any purpose, City is entitled to offset compensation due, or to
demand repayment of any amounts paid to Contractor under the terms of this Agreement,
to the full extent of any benefits or other remuneration Contractor receives (from City or
third party) as a result of said finding and to the full extent of any payments that City is
required to make (to Contractor or to a third party) as a result of said finding.
B. Contractor is not an officer, employee, or agent of the City as those terms are used in ORS
30.265.
7. CONFLICT OF INTEREST
The undersigned Contractor hereby represents that no employee of the City, or any
partnership or corporation in which a City employee has an interest, has or will receive any
remuneration of any description from Contractor, either directly or indirectly, in connection
with the letting or performance of this Agreement, except as specifically declared in writing.
If this payment is to be charged against Federal funds, Contractor certifies that he/she is not
currently employed by the Federal Government and the amount charged does not exceed their
normal charge for the type of service provided.
8. INDEMNIFICATION
City has relied upon the professional ability and training of Contractor as a material
inducement to enter into this Agreement. Contractor represents that all of its work will be
performed in accordance with generally accepted professional practices and standards as well
as the requirements of applicable federal, state, and local laws, it being understood that
acceptance of a Contractor’s work by City will not operate as a waiver or release.
Contractor agrees to indemnify and defend the City, its officers, employees, agents, and
representatives and hold them harmless from any and all liability, causes of action, claims,
losses, damages, judgments, or other costs or expenses, including attorney's fees and witness
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costs (at both trial and appeal level, whether or not a trial or appeal ever takes place including
any hearing before federal or state administrative agencies), that may be asserted by any person
or entity which in any way arise from, during, or in connection with the negligent acts or
omissions of Contractor or willful misconduct, except liability arising out of the negligence of
the City and its employees. Such indemnification will also cover claims brought against the
City under state or federal worker's compensation laws. If any aspect of this indemnity is
found to be illegal or invalid for any reason whatsoever, such illegality or invalidity does not
affect the validity of the remainder of this indemnification.
9. INSURANCE
Contractor and its subcontractors must maintain insurance acceptable to City in full force and
effect throughout the term of this contract. Such insurance must cover risks arising directly
or indirectly out of Contractor's activities or work hereunder, including the operations of its
subcontractors of any tier.
The policy or policies of insurance maintained by the Contractor must provide at least the
following limits and coverages:
A. Commercial General Liability Insurance
Contractor will obtain, at Contractor’s expense, and keep in effect during the term of this
contract, Comprehensive General Liability Insurance covering Bodily Injury and Property
Damage on an “occurrence” form (CG 2010 1185 or equivalent). This coverage must
include Contractual Liability insurance for the indemnity provided under this contract.
The following insurance will be carried:
Coverage Limit
General Aggregate $3,000,000
Products-Completed Operations Aggregate $2,000,000
Personal & Advertising Injury $1,000,000
Each Occurrence $2,000,000
Fire Damage (Any one fire) $50,000
B. Commercial Automobile Insurance
Contractor must also obtain, at Contractor’s expense, and keep in effect during the term
of the contract, Commercial Automobile Liability coverage including coverage for all
owned, hired, and non-owned vehicles on an “occurrence” form. The Combined Single
Limit per occurrence may not be less than $2,000,000.
If Contractor uses a personally-owned vehicle for business use under this contract, the
Contractor will obtain, at Contractor’s expense, and keep in effect during the term of the
contract, business automobile liability coverage for all owned vehicles on an “occurrence”
form. The Combined Single Limit per occurrence may not be less than $2,000,000.
C. Workers’ Compensation Insurance
The Contractor, its subcontractors, if any, and all employers providing work, labor, or
materials under this Contract that are subject employers under the Oregon Workers'
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Compensation Law must comply with ORS 656.017, which requires them to provide
workers' compensation coverage that satisfies Oregon law for all their subject workers.
Out-of-state employers must provide Oregon workers' compensation coverage for their
workers who work at a single location within Oregon for more than 30 days in a calendar
year. Contractors who perform work without the assistance or labor of any employee
need not obtain workers’ compensation coverage. All non-exempt employers must
provide Employer's Liability Insurance with coverage limits of not less than $1,000,000
each accident.
D. Additional Insured Provision
All required insurance policies, other than Workers’ Compensation and Professional
Liability, must name the City its officers, employees, agents, and representatives as
additional insureds with respect to this Agreement, but only to the extent of Contractor’s
indemnity obligations.
E. Insurance Carrier Rating
Coverages provided by the Contractor must be underwritten by an insurance company
deemed acceptable by the City. All policies of insurance must be written by companies
having an A.M. Best rating of "A-VII" or better, or equivalent. The City reserves the right
to reject all or any insurance carrier(s) with an unacceptable financial rating.
F. Self-Insurance
The City understands that some contractors may self-insure for business risks and the City
will consider whether such self-insurance is acceptable if it meets the minimum insurance
requirements for the type of coverage required. If Contractor is self-insured for
commercial general liability or automobile liability insurance, Contractor must provide
evidence of such self-insurance. Contractor must provide a Certificate of Insurance
showing evidence of the coverage amounts on a form acceptable to the City. The City
reserves the right in its sole discretion to determine whether self-insurance is adequate.
G. Certificates of Insurance
As evidence of the insurance coverage required by the contract, Contractor will furnish a
Certificate of Insurance to the City. No contract is effective until the required Certificates
of Insurance have been received and approved by the City. The certificate will specify and
document all provisions within this contract and include a copy of Additional Insured
Endorsement. A renewal certificate will be sent to the below address prior to coverage
expiration.
A certificate in form satisfactory to the City certifying to the issuance of such insurance
will be forwarded to:
City of Tigard
Attn: Contracts and Purchasing Office
ContractsPurchasing@tigard-or.gov
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At the discretion of the City, a copy of each insurance policy, certified as a true copy by
an authorized representative of the issuing insurance company, may be required to be
forwarded to the above address.
Such policies or certificates must be delivered prior to commencement of the work. The
procuring of such required insurance will not be construed to limit Contractor’s liability
hereunder. Notwithstanding said insurance, Contractor is obligated for the total amount
of any damage, injury, or loss caused by negligence or neglect connected with this
Agreement.
10. METHOD & PLACE OF SUBMITTING NOTICE, BILLS AND PAYMENTS
All notices, bills and payments will be made in writing and may be given by personal delivery,
mail, or by fax. Payments may be made by personal delivery, mail, or electronic transfer. The
following addresses will be used to transmit notices, bills, payments, and other information:
CITY OF TIGARD CINTAS CORPORATION #2
Attn: Justin James Attn: Lynn Grundhauser
Address: 13125 SW Hall Blvd
Tigard, OR 97223
Address: 704 W 8th Street
Vancouver, WA 98660
Phone: (503) 718-2589 Phone: (360) 977-2865
Email: justinj@tigard-or.gov Email: grundhauserl@cintas.com
Notice will be deemed given upon deposit in the United States mail, postage prepaid, or when
so faxed, upon successful fax. In all other instances, notices, bills and payments will be deemed
given at the time of actual delivery. Changes may be made in the names and addresses of the
person to who notices, bills, and payments are to be given by giving written notice pursuant
to this paragraph.
11. SURVIVAL
The terms, conditions, representations, and warranties contained in this Agreement survive
the termination or expiration of this Agreement.
12. MERGER
This writing is intended both as a final expression of the Agreement between the parties with
respect to the included terms and as a complete and exclusive statement of the terms of the
Agreement. No modification of this Agreement will be effective unless and until it is made in
writing and signed by both parties.
13. TERMINATION WITHOUT CAUSE
At any time and without cause, City has the right in its sole discretion to terminate this
Agreement by giving notice to Contractor. If City terminates this Agreement pursuant to this
paragraph, City will pay Contractor for services rendered to the date of termination.
14. TERMINATION WITH CAUSE
A. City may terminate this Agreement effective upon delivery of written notice to Contractor,
or at such later date as may be established by City, under any of the following conditions:
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1) If City funding from federal, state, local, or other sources is not obtained and
continued at levels sufficient to allow for the purchase of the indicated quantity of
services. This Agreement may be modified to accommodate a reduction in funds.
2) If federal or state regulations or guidelines are modified, changed, or interpreted in
such a way that the services are no longer allowable or appropriate for purchase under
this Agreement.
3) If any license or certificate required by law or regulation to be held by Contractor, its
subcontractors, agents, and employees to provide the services required by this
Agreement is for any reason denied, revoked, or not renewed.
4) If Contractor becomes insolvent, if voluntary or involuntary petition in bankruptcy is
filed by or against Contractor, if a receiver or trustee is appointed for Contractor, or if
there is an assignment for the benefit of creditors of Contractor.
Any such termination of this agreement under paragraph (A) will be without prejudice to
any obligations or liabilities of either party already accrued prior to such termination.
B. City, by written notice of default (including breach of contract) to Contractor, may
terminate the whole or any part of this Agreement:
1) If Contractor fails to provide services called for by this Agreement within the time
specified, or
2) If Contractor fails to perform any of the other provisions of this Agreement, or fails
to pursue the work as to endanger performance of this Agreement in accordance with
its terms, and after receipt of written notice from City, fails to correct such failures
within ten (10) days or such other period as City may authorize.
The rights and remedies of City provided above related to defaults (including breach of
contract) by Contractor are not exclusive and are in addition to any other rights and
remedies provided by law or under this Agreement.
If City terminates this Agreement under paragraph (B), Contractor will be entitled to
receive as full payment for all services satisfactorily rendered and expenses incurred,
provided, that the City may deduct the amount of damages, if any, sustained by City due
to breach of contract by Contractor. Damages for breach of contract include those
allowed by Oregon law, reasonable and necessary attorney fees, and other costs of
litigation at trial and upon appeal.
15. ACCESS TO RECORDS
City will have access to such books, documents, papers and records of Contractor as are
directly pertinent to this Agreement for the purpose of making audit, examination, excerpts
and transcripts.
16. HAZARDOUS MATERIALS
Contractor will comply with all federal Occupational Safety and Health Administration
(OSHA) requirements and all Oregon safety and health requirements. In accordance with
OSHA and Oregon OSHA Hazard Communication Rules, if any goods or services provided
under this Agreement may release, or otherwise result in an exposure to, a hazardous chemical
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under normal conditions of use (for example, employees of a construction contractor working
on-site), it is the responsibility of Contractor to provide the City with the following
information: all applicable Safety Data Sheets, the identity of the chemical/s, how Contractor
will inform employees about any precautions necessary, an explanation of any labeling system,
and the safe work practices to prevent exposure. In addition, Contractor must label, tag, or
mark such goods.
17. FORCE MAJEURE
Neither City nor Contractor will be considered in default because of any delays in completion
and responsibilities hereunder due to causes beyond the control and without fault or
negligence on the part of the parties so disenabled, including but not restricted to, an act of
God or of a public enemy, civil unrest, volcano, earthquake, fire, flood, epidemic, quarantine
restriction, area-wide strike, freight embargo, unusually severe weather or delay of
subcontractor or supplies due to such cause; provided that the parties so disenabled will within
ten (10) days from the beginning of such delay, notify the other party in writing of the cause
of delay and its probable extent. Such notification will not be the basis for a claim for
additional compensation. Each party will, however, make all reasonable efforts to remove or
eliminate such a cause of delay or default and will, upon cessation of the cause, diligently
pursue performance of its obligation under the Agreement.
18. NON-WAIVER
The failure of City to insist upon or enforce strict performance by Contractor of any of the
terms of this Agreement or to exercise any rights hereunder should not be construed as a
waiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights
on any future occasion.
19. HOURS OF LABOR, PAY EQUITY
In accordance with ORS 279B.235, the following are hereby incorporated in full by this
reference:
A. Contractor may not employ an individual for more than 10 hours in any one day, or 40
hours in any one week, except as provided by law. For contracts for personal services, as
defined in ORS 279A.055, Contractor must pay employees at least time and a half pay for
all overtime the employees work in excess of 40 hours in any one week, except for
employees who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201 to
209 from receiving overtime.
B. Contractor must give notice in writing to employees who work on a public contract, either
at the time of hire or before commencement of work on the contract, or by positing a
notice in a location frequented by employees, of the number of hours per day and days
per week that the employees may be required to work.
C. Contractor may not prohibit any of Contractor’s employees from discussing the
employee’s rate of wage, salary, benefits or other compensation with another employee or
another person and may not retaliate against an employee who discusses the employee’s
rate of wage, salary, benefits or other compensation with another employee or another
person.
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D. Contractor must comply with the pay equity provisions in ORS 652.220. Compliance is a
material element of this Agreement and failure to comply will be deemed a breach that
entitles City to terminate this Agreement for cause.
20. NON-DISCRIMINATION
Contractor will comply with all federal, state, and local laws, codes, regulations, and ordinances
applicable to the provision of services under this Agreement, including, without limitation:
A. Title VI of the Civil Rights Act of 1964;
B. Section V of the Rehabilitation Act of 1973;
C. The Americans with Disabilities Act of 1990, as amended by the ADA Amendments Act
(ADAAA) of 2008 (Pub L No 101- 336); and
D. ORS 659A.142, including all amendments of and regulations and administrative rules, and
all other applicable requirements of federal and state civil rights and rehabilitation statutes,
rules and regulations.
21. ERRORS
Contractor will perform such additional work as may be necessary to correct errors in the
work required under this Agreement without undue delays and without additional cost.
22. EXTRA (CHANGES) WORK
Only the City’s Project Manager for this Agreement may change or authorize additional work.
Failure of Contractor to secure authorization for extra work constitutes a waiver of all right to
adjust the contract price or contract time due to such unauthorized extra work and Contractor
will not be entitled to compensation for the performance of unauthorized work.
23. WARRANTIES
Contractor will guarantee work for a period of one year after the date of final acceptance of
the work by the owner. Contractor warrants that all practices and procedures, workmanship
and materials are the best available unless otherwise specified in the profession. Neither
acceptance of the work nor payment therefore relieves Contractor from liability under
warranties contained in or implied by this Agreement.
Any intellectual property rights delivered to the City under this Agreement and Contractor’s
services rendered in the performance of Contractor’s obligations under this Agreement, will
be provided to the City free and clear of any and all restrictions on or conditions of use,
transfer, modification, or assignment, and be free and clear of any and all liens, claims,
mortgages, security interests, liabilities, charges, and encumbrances of any kind.
24. ATTORNEY'S FEES
In the event an action, suit of proceeding, including appeal, is brought for failure to observe
any of the terms of this Agreement, each party is responsible for that party’s own attorney
fees, expenses, costs and disbursements for the action, suit, proceeding, or appeal.
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25. CHOICE OF LAW, VENUE
The provisions of this Agreement are governed by Oregon law. Venue will be the State of
Oregon Circuit Court in Washington County or the U.S. District Court for Oregon, Portland.
26. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES
Contractor will comply with all applicable federal, state and local laws, rules and regulations
applicable to the work in this Agreement.
27. CONFLICT BETWEEN TERMS
In the event of a conflict between the terms of this Agreement and Contractor’s proposal, this
Agreement will control. In the event of conflict between a provision in the main body of the
Agreement and a provision in the Exhibits, the provision in Exhibit B (the “Tips Agreement,” as
defined in Exhibit B) will control. In the event of an inconsistency between the Agreement,
Exhibit A, and Exhibit B, Exhibit B will control.
28. AUDIT
Contractor will maintain records to assure conformance with the terms and conditions of this
Agreement and to assure adequate performance and accurate expenditures within the contract
period. Contractor agrees to permit City, the State of Oregon, the federal government, or
their duly authorized representatives to audit all records pertaining to this Agreement to assure
the accurate expenditure of funds.
29. SEVERABILITY
In the event any provision or portion of this Agreement is held to be unenforceable or invalid
by any court of competent jurisdiction, the validity of the remaining terms and provisions will
not be impaired unless the illegal or unenforceable provision affects a significant right or
responsibility, in which case the adversely affected party may request renegotiation of the
Agreement and, if negotiations fail, may terminate the Agreement.
30. COMPLIANCE WITH TAX LAWS
Contractor represents and warrants that Contractor is, to the best of the undersigned’s
knowledge, not in violation of any Oregon tax laws including but not limited to ORS 305.620
and ORS Chapters 316, 317, and 318. Contractor’s failure to comply with the tax laws of this
state or a political subdivision of this state before the Contractor executed this Agreement or
during the term of this Agreement is a default for which the City may terminate this Agreement
and seek damages and other relief available under the terms of this Agreement or applicable
law.
[Signature Page to Follow]
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IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their
duly authorized officials.
CITY OF TIGARD CINTAS CORPORATION NO. 2
By: __________________________________
By: __________________________________
Name: _______________________________
Name: _______________________________
Title: ________________________________
Title: ________________________________
Date: ________________________________
Date: ________________________________
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Charlene Backstrom
9/6/2024
Sales Manager
City Manager
9/9/2024
Steve Rymer
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EXHIBIT A
SERVICES TO BE PROVIDED
INTRODUCTION
The City requires fire protection inspection, servicing, and maintenance services. The City is entering
into this Agreement as a TIPS Public Sector Participating Public Agency. Contractor agrees to extend
the same terms and covenants agreed to under the TIPS VENDOR AGREEMENT 210304 (the
“TIPS Agreement”) with Lead Public Agency Texas Region 8 Education Service Center (Region 8
ESC) to The City of Tigard in accordance with all terms and conditions contained herein or attached
hereto. The TIPS Agreement is attached as Exhibit B to this Agreement. In the event of a conflict
regarding the terms and conditions of this Agreement, the TIPS Agreement terms and conditions take
precedence over all other agreements.
SCOPE OF WORK AND FEE SCHEDULE
Contractor will provide following services at the state locations, frequency, and unit price.
Location 1: Senior Center: 8815 SW Omara St, Tigard, OR 97223
Item # Description Frequency Unit Price
IN Fire Extinguisher Inspections per NFPA 10 Annual $5.68
EESEAL Tamper Seal Annual $4.08
INEX/INEL Exit/Emergency light Inspections per NFPA 101 Annual $12.98
INFA Fire Alarm Inspections per NFPA 72 Semi-Annual $254.21
INFAID Devices per Device (smoke det. Bell, horn, strobe,
pull station, NAC, annunciator, elevator recall)
Semi-Annual $9.19
INSPW Fire Sprinkler Inspections per NFPA 25 Quarterly $268.66
INKS Kitchen Hood Suppression Inspection per NFPA
17
Semi-Annual $113.58
EELINK Fusible Links Semi-Annual $10.60
INSPBFIRE Backflow Preventor Test/Inspection Fire Line Annual $189.30
INSPBFDO Backflow Preventor Test/Inspection
Domestic/Irrigation
Annual $118.99
SC Service charge Each $48.68
Estimated Annual Total $3,350.00
Location 2: Permits, City Hall, Police Department: 13125 SW Hall Blvd, Tigard, OR 97223
Item # Description Frequency Unit Price
IN Fire Extinguisher Inspections per NFPA 10 Annual $5.68
EESEAL Tamper Seal Annual $4.08
INEX/INEL Exit/Emergency light Inspections per NFPA 101 Annual $12.98
INFA Fire Alarm Inspections per NFPA 72 Semi-Annual $254.21
INFAID Devices per Device (smoke det. Bell, horn, strobe,
pull station, NAC, annunciator, elevator recall) est.
50 devices
Semi-Annual $9.16
INSPW Fire Sprinkler Inspections per NFPA 25 Antifreeze
loops included
Quarterly $382.01
INSPBFIRE Backflow Preventor Test/Inspection Fire Line Annual $189.30
SC Service charge Each $48.68
Estimated Annual Total $4,466.00
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Fire Protection Services 32500012
Location 3: Public Works/Fleet: 8777 SW Burnham, Tigard, OR 97223
Item # Description Frequency Unit Price
IN Fire Extinguisher Inspections per NFPA 10 Annual $5.68
EESEAL Tamper Seal Annual $4.08
INEX/INEL Exit/Emergency light Inspections per NFPA 101 Annual $12.98
INFA Fire Alarm Inspections per NFPA 72 Semi-Annual $254.21
INFAID Devices per Device (smoke det. Bell, horn, strobe,
pull station, NAC, annunciator, elevator recall)
Semi-Annual $9.16
INSPD Dry Sprinkler Inspections per NPFA 25 Quarterly $297.47
INSPBFIRE Backflow Preventer Test/Inspection Annual $189.30
SC Service charge Each $48.68
Estimated Annual Total $2,247.00
Location 4: PW Ashburnham: 8975 SW Burnham, Tigard, OR 97223
Item # Description Frequency Unit Price
IN Fire Extinguisher Inspections per NFPA 10 Annual $5.68
EESEAL Tamper Seal Annual $4.08
INEX/INEL Exit/Emergency light Inspections per NFPA 101 Annual $12.98
INFA Fire Alarm Inspections per NFPA 72 Semi-Annual $254.21
INFAID Devices per Device (smoke det. Bell, horn, strobe,
pull station, NAC, annunciator, elevator recall) est.
32 devices
Semi-Annual $9.19
SC Service charge Each $48.68
Estimated Annual Total $1,280.00
Location 5: IT Niche: 8720 SW Burnham, Tigard, OR 97223
Item # Description Frequency Unit Price
IN Fire Extinguisher Inspections per NFPA 10 Annual $5.68
EESEAL Tamper Seal Annual $4.08
INEX/INEL Exit/Emergency light Inspections per NFPA 101 Annual $12.98
INFA Fire Alarm Inspections per NFPA 72 Semi-Annual $254.21
INFAID Devices per Device (smoke det. Bell, horn, strobe,
pull station, NAC, annunciator, elevator recall)
Semi-Annual $9.16
SC Service charge Each $48.68
Estimated Annual Total $1,013.00
Location 6: Fanno Creek House: 13335 SW Hall Blvd, Tigard, OR 97223
Item # Description Frequency Unit Price
IN Fire Extinguisher Inspections per NFPA 10 Annual $5.68
EESEAL Tamper Seal Annual $4.08
INEX/INEL Exit/Emergency light Inspections per NFPA 101 Annual $12.98
INFA Fire Alarm Inspections per NFPA 72 Semi-Annual $254.21
INFAID Devices per Device (smoke det. Bell, horn, strobe,
pull station, NAC, annunciator, elevator recall)
Semi-Annual $9.16
SC Service charge Each $48.68
Estimated Annual Total $747.00
Docusign Envelope ID: 483B873B-A5A3-4153-B347-E9DC3A5F069C
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Fire Protection Services 32500012
Location 7: Library: 13500 SW Hall Blvd, Tigard, OR 97223
Item # Description Frequency Unit Price
IN Fire Extinguisher Inspections per NFPA 10 Annual $5.68
EESEAL Tamper Seal Annual $4.08
INEX/INEL Exit/Emergency light Inspections per NFPA 101 Annual $12.98
INFA Fire Alarm Inspections per NFPA 72 Semi-Annual $254.21
INFAID Devices per Device (smoke det. Bell, horn, strobe,
pull station, NAC, annunciator, elevator recall) est.
50 devices
Semi-Annual $9.19
INSPW Fire Sprinkler Inspections per NFPA 25 Quarterly $268.66
INSPR Fire Sprinkler additional risers Quarterly $113.58
INSPBFIRE Backflow Preventor Test/Inspection Annual $158.30
INSPBFDO Backflow Preventor Test/Inspection
Domestic/Irrigation
Annual $118.99
SC Service charge Each $48.68
Estimated Annual Total $5,173.00
Location 8: Dirksen Nature Park: 11130 SW Tiedeman Ave, Tigard, OR 97223
Item # Description Frequency Unit Price
INFA Fire Alarm Inspections per NFPA 72 Semi-Annual $254.21
INFAID Devices per Device (smoke det. Bell, horn, strobe,
pull station, NAC, annunciator, elevator recall) est.
50 devices
Semi-Annual $9.19
SC Service charge Each $48.68
Estimated Annual Total $790.00
Location 9: Cook Family Park: 17005 SW 92nd Ave, Tigard, OR 97223
Item # Description Frequency Unit Price
IN Fire Extinguisher Inspections per NFPA 10 Annual $5.68
EESEAL Tamper Seal Annual $4.21
INKS Kitchen Hood Suppression Inspection per NFPA
17
Semi-Annual $113.58
EELINK Fusible Links Semi-Annual $10.60
SC Service charge Each $48.68
Estimated Annual Total $648.00
Total Estimated Annual: $19,714
Maintenance and repair services:
Maintenance and repair will be scheduled on an on-call, as-need basis. Services may not exceed Forty
Thousand and No/100 Dollar annually ($40,000.00) and will be billed at the rates as follows.
Labor - Regular M-F, 8am-5pm $119.26
Labor - Overtime Before/After Hours $178.89
Labor - Weekend/Holiday Weekends/Holidays $238.52
Emergency Service Call Per Call Plus Applicable Labor Rate $312.35
Docusign Envelope ID: 483B873B-A5A3-4153-B347-E9DC3A5F069C
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Fire Protection Services 32500012
EXHIBIT B
TIPS VENDOR AGREEMENT 210304
SEE ATTACHED.
Docusign Envelope ID: 483B873B-A5A3-4153-B347-E9DC3A5F069C
TIPS VENDOR AGREEMENT
Between Cintas Corporation #2 and
THE INTERLOCAL PURCHASING SYSTEM (TIPS),
a Department of Texas Education Service Center Region 8 for
TIPS RFP 210304 MRO (Maintenance, Repair and Operations of Facilities and Grounds) Supplies,
Equipment, Tool Rental, Sales and Services
General Information
The Vendor Agreement (“Agreement”) made and entered into by and between The Interlocal Purchasing
System (hereinafter “TIPS”) a government cooperative purchasing program authorized by the Region 8
Education Service Center, having its principal place of business at 4845 US Hwy 271 North, Pittsburg, Texas
75686 and the TIPS Vendor. This Agreement consists of the provisions set forth below, including provisions
of all attachments referenced herein. In the event of a conflict between the provisions set forth below and
those contained in any attachment, the provisions set forth shall control unless otherwise agreed by the
parties in writing and by signature and date on the attachment.
A Purchase Order (“PO”), Agreement or Contract is the TIPS Member’s approval providing the authority to
proceed with the negotiated delivery order under the Agreement. Special terms and conditions as agreed
between the Vendor and TIPS Member should be added as addendums to the Purchase Order, Agreement
or Contract. Items such as certificate of insurance, bonding requirements, small or disadvantaged business
goals are some, but not all, of the possible addendums.
Terms and Conditions
Freight
All quotes to Members shall provide a line item for cost for freight or shipping regardless if there is a charge
or not. If no charge for freight or shipping, indicate by stating “No Charge”, “$0”, “included in price” or other
similar indication. Otherwise, all shipping, freight or delivery changes shall be passed through to the TIPS
Member at cost with no markup and said charges shall be agreed by the TIPS Member unless alternative
shipping terms are agreed by TIPS as a result of the proposal award.
Warranty Conditions
All new supplies equipment and services shall include manufacturer's minimum standard warranty unless
otherwise agreed to in writing. Vendor shall be legally permitted to sell all products offered for sale to TIPS
Members if the offering is included in the Request for Proposal (“RFP”) category. All goods proposed and
sold shall be new unless clearly stated in writing.
Customer Support
The Vendor shall provide timely and accurate customer support for orders to TIPS Members as agreed by
the Parties. Vendors shall respond to such requests within a commercially reasonable time after receipt of
the request. If support and/or training is a line item sold or packaged with a sale, support shall be as agreed
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with the TIPS Member.
Agreements
Agreements for purchase will normally be put into effect by means of a purchase order(s) executed by
authorized agents of the TIPS Member participating government entities, but other means of placing an
order may be used at the Member’s discretion.
Tax exempt status
Most TIPS Members are tax exempt and the related laws and/or regulations of the controlling jurisdiction(s)
of the TIPS Member shall apply.
Assignments of Agreements
No assignment of this Agreement may be made without the prior notification of TIPS. Written approval of
TIPS shall not be unreasonably withheld. Payment for delivered goods and services can only be made to the
awarded Vendor, Vendor designated reseller or vendor assigned company.
Disclosures
x Vendor and TIPS affirm that he/she, or any authorized employees or agents, has not given, offered to
give, nor intends to give at any time hereafter any economic opportunity, future employment, gift,
loan, gratuity, special discount, trip, favor or service to a public servant in connection with this
Agreement.
x Vendor shall attach, in writing, a complete description of any and all relationships that might be
considered a conflict of interest in doing business with the TIPS program.
x The Vendor affirms that, to the best of his/her knowledge, the offer has been arrived at independently,
and is submitted 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.
Term of Agreement and Renewals
The Agreement with TIPS is for approximately three (3) years with an option for renewal for an additional one (1)
consecutive year. If TIPS offers the renewal extension year, the Vendor will be notified by email to the primary
contact of the awarded Vendor and shall be deemed accepted by the Vendor unless the awarded Vendor notifies
TIPS of its objection to the additional term. TIPS may or may not exercise the available extension(s) provided in
the original solicitation beyond the base three-year term. Whether or not to offer the extension is at the sole
discretion of TIPS.
“Start Date” for Term Calculation Purposes Only: Regardless of actual award/effective date of Contract, for
Agreement “term” calculation purposes only, the Agreement “start date” is the last day of the month that Award
Notifications are anticipated as published in the Solicitation
Example: If the anticipated award date published in the Solicitation is May 22, 2020 but extended negotiations
delay award until June 27, 2020 The end date of the resulting initial “three-year” term Agreement, (which is subject
to an extension(s)) will still be May 31, 2023.
“Termination Date”: The scheduled Agreement “termination date” shall be the last day of the month of the
month of the Original Solicitation’s Anticipated Award Date plus three years.
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Example: If the original term is approximately three years, and the solicitation provides an anticipated award date
of May 22, 2020, the expiration date of the original three-year term shall be May 31, 2023.
Extensions: Any extensions of the original term shall begin on the next day after the day the original term expires.
Example Following the Previous Example: If TIPS offers a one-year extension, the expiration of the extended term
shall be May 31, 2024.
TIPS may offer to extend Vendor Agreements to the fullest extent the original Solicitation permits.
Automatic Renewal Clauses Incorporated in Awarded Vendor Agreements with TIPS Members Resulting
from the Solicitation and with the Vendor Named in this Agreement.
No Agreement for goods or services with a TIPS Member by the awarded vendor named in this Agreement
that results from the solicitation award named in this Agreement, may incorporate an automatic renewal
clause that exceeds month to month terms with which the TIPS Member must comply. All renewal terms
incorporated in an Agreement by the vendor with the TIPS Member shall only be valid and enforceable when
the vendor receives written confirmation by purchase order, executed Agreement or other written
instruction issued by the TIPS Member for any renewal period. 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. This term
is not negotiable and any Agreement between a TIPS Member and a TIPS awarded vendor with an automatic
renewal clause that conflicts with these terms is rendered void and unenforceable.
Shipments
The Vendor shall ship, deliver or provide ordered products or services within a commercially reasonable
time after the receipt of the order from the TIPS Member. If a delay in said delivery is anticipated, the Vendor
shall notify TIPS Member as to why delivery is delayed and shall provide an estimated time for completion
of the order. TIPS or the requesting entity may cancel the order if estimated delivery time is not acceptable
or not as agreed by the parties.
Invoices
Each invoice or pay request shall include the TIPS Member’s purchase order number or other identifying
designation as provided in the order by the TIPS Member. If applicable, the shipment tracking number or
pertinent information for verification of TIPS Member receipt shall be made available upon request.
Payments
The TIPS Member will make payments directly to the Vendor, the Vendor Assigned Dealer or as agreed by
the Vendor and the TIPS Member after receiving invoice and in compliance with applicable payment
statute(s), whichever is the greater time or as otherwise provided by an agreement of the parties.
Pricing
Price increases will be honored according to the terms of the solicitation. All pricing submitted to TIPS shall
include the participation fee, as provided in the solicitation, to be remitted to TIPS by the Vendor. Vendor
will not show adding the fee to the invoice presented to TIPS Member customer.
Participation Fees and Reporting of Sales to TIPS by Vendor
The Participation Fee that was published as part of the Solicitation and the fee published is the legally effective
fee, along with any fee conditions stated in the Solicitation. Collection of the fees by TIPS is required under
Texas Government Code §791.011 Et seq. Fees are due on all TIPS purchases reported by either Vendor or
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Member. Fees are due to TIPS upon payment by the Member to the Vendor, Reseller or Vendor Assigned
Dealer. Vendor, Reseller or Vendor Assigned Dealer agrees that the participation fee is due to TIPS for all
Agreement sales immediately upon receipt of payment including partial payment, from the Member Entity
and must be paid to TIPS at least on a monthly basis, specifically within 31 calendar days of receipt of payment,
if not more frequently, or as otherwise agreed by TIPS in writing and signed by an authorized signatory of TIPS.
Thus, when an awarded Vendor, Reseller or Vendor Assigned Dealer receives any amount of payment, even
partial payment, for a TIPS sale, the legally effective fee for that amount is immediately due to TIPS from the
Vendor and fees due to TIPS should be paid at least on a monthly basis, specifically within 31 calendar days of
receipt of payment, if not more frequently.
Reporting of Sales to TIPS by Vendor
Vendor is required to report all sales under the TIPS contract to TIPS. When a public entity initiates a purchase
with a TIPS Awarded Vendor, if the Member inquires verbally or in writing whether the Vendor holds a TIPS
Contract, it is the duty of the Vendor to verify whether or not the Member is seeking a TIPS purchase. Once
verified, the Vendor must include the TIPS Contract number on any communications and related sales
documents exchanged with the TIPS Member entity. To report sales, the Vendor must login to the TIPS Vendor
Portal online at https://www.tips-usa.com/vendors_form.cfm and click on the PO’s and Payments tab. Pages
3-7 of the Vendor Portal User Guide will walk you through the process of reporting sales to TIPS. 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 accounting@tips-usa.com. The Vendor or vendor assigned dealers are
responsible for keeping record of all sales that go through the TIPS Agreement and submitting same to TIPS.
Failure to render the participation fee to TIPS shall constitute a breach of this agreement with our parent
governmental entity, Texas Education Service Center Region 8, as established by the Texas legislature and shall
be grounds for termination of this agreement and any other agreement held with TIPS and possible legal
action. Any overpayment of participation fees to TIPS by a 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. It is the Vendor’s responsibility to identify
which sales are TIPS Agreement sales and pay the correct participation fee due for TIPS Agreement sales. Any
notification of overpayment received by TIPS after the expiration of six (6) months from the date of
overpayment will be non-refundable. Region 8 ESC and TIPS reserve the right to extend the six (6) month
deadline to notify if approved by the Region 8 ESC Board of Directors. TIPS reserves all rights under the law to
collect the fees due. Please contact TIPS at tips@tips-usa.com or call (866) 839-8477 if you have questions
about paying fees.
Indemnity
The Vendor agrees to indemnify and hold harmless and defend TIPS, TIPS Member(s), officers and
employees from and against all claims and suits by third parties for damages, injuries to persons (including
death), property damages, losses, and expenses including court costs and reasonable attorney’s fees, arising
out of, or resulting from, Vendor’s negligent performance under this Agreement, its officers, employees,
agents, subcontractors, licensees, or invitees. Parties found liable shall pay their proportionate share of
damages as agreed by the parties or as ordered by a court of competent jurisdiction over the case. WITH
THE EXCEPTION OF LOSS RELATED TO FIRE PROTECTION SERVICES OR AEDs PROVIDED BY THE VENDOR,
NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE
PERMITTED OR AGREED BY TIPS/ESC REGION 8. Per Texas Education Code §44.032(f), and pursuant to its
requirements only, reasonable Attorney’s fees are recoverable by the prevailing party in any dispute
resulting in litigation. The Vendor agrees to indemnify and hold harmless and defend TIPS, TIPS Member(s),
officers and employees from and against all claims and suits by third parties for damages, injuries to persons
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(including death), property damages, losses, and expenses including court costs and reasonable attorney’s
fees, to the extent arising out of, or resulting from, Vendor’s negligent performance under this Agreement,
its officers, employees, agents, subcontractors, licensees, or invitees. Parties found liable shall pay their
proportionate share of damages as agreed by the parties or as ordered by a court of competent jurisdiction
over the case. Per Texas Education Code 44.032(f), and pursuant to its requirements only, reasonable
Attorney’s fees are recoverable by the prevailing party in any dispute resulting in litigation.
State of Texas Franchise Tax
By signature hereon, the Vendor hereby certifies that he/she is not currently delinquent in the payment of
any franchise taxes owed the State of Texas under Chapter 171, Tax Code.
Miscellaneous
The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion
and that any Vendor may be removed from the participation in the Program at any time with or without
cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be
construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the
right to request additional proposals for items or services already on Agreement at any time.
Purchase Order Pricing/Product Deviation
If a deviation of pricing/product on a Purchase Order or contract modification occurs between the Vendor
and the TIPS Member, TIPS must be notified within five (5) business days of receipt of change order.
Termination for Convenience of TIPS Agreement Only
TIPS reserves the right to terminate this agreement for cause or no cause for convenience with a thirty (30)
days prior written notice. Termination for convenience is conditionally required under Federal Regulations
2 CFR part 200 if the customer is using federal funds for the procurement. All purchase orders presented to
the Vendor, but not fulfilled by the Vendor, by a TIPS Member prior to the actual termination of this
agreement shall be honored at the option of the TIPS Member. The awarded Vendor may terminate the
agreement with ninety (90) days prior written notice to TIPS 4845 US Hwy North, Pittsburg, Texas 75686.
The vendor will be paid for goods and services delivered prior to the termination provided that the goods
and services were delivered in accordance with the terms and conditions of the terminated agreement. This
termination clause does not affect the sales agreements executed by the Vendor and the TIPS Member
customer pursuant to this agreement. TIPS Members may negotiate a termination for convenience clause
that meets the needs of the transaction based on applicable factors, such as funding sources or other needs.
TIPS Member Purchasing Procedures
Usually, purchase orders or their equal are issued by participating TIPS Member to the awarded vendor and
should indicate on the order that the purchase is per the applicable TIPS Agreement Number. Orders are
typically emailed to TIPS at tipspo@tips-usa.com.
• Awarded Vendor delivers goods/services directly to the participating member.
• Awarded Vendor invoices the participating TIPS Member directly.
• Awarded Vendor receives payment directly from the participating member.
• Fees are due to TIPS upon payment by the Member to the Vendor. Vendor agrees to pay the
participation fee to TIPS for all Agreement sales upon receipt of payment including partial payment,
from the Member Entity or as otherwise agreed by TIPS in writing and signed by an authorized
signatory of TIPS.
Licenses
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Awarded Vendor shall maintain, in current status, all federal, state and local licenses, bonds and permits
required for the operation of the business conducted by awarded Vendor. Awarded Vendor shall remain
reasonably fully informed of and in compliance with all ordinances and regulations pertaining to the lawful
provision of goods or services under the Agreement. TIPS and TIPS Members reserves the right to stop work
and/or cancel an order or terminate this or any other sales Agreement of any awarded Vendor whose
license(s) required for performance under this Agreement have expired, lapsed, are suspended or
terminated subject to a 30-day cure period unless prohibited by applicable statue or regulation.
Novation
If awarded Vendor sells or transfers all assets, rights or the entire portion of the assets or rights required to
perform this Agreement, a successor in interest must guarantee to perform all obligations under this
Agreement. A simple change of name agreement will not change the Agreement obligations of awarded
vendor. TIPS will consider Contract Assignments on a case by case basis. TIPS must be notified within five
(5) business days of the transfer of assets or rights.
Site Requirements (only when applicable to service or job)
Cleanup: When performing work on site at a TIPS Member’s property, awarded Vendor shall clean up and
remove all debris and rubbish resulting from their work as required or directed by 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: Awarded Vendor shall not begin a project for which TIPS Member has not prepared the site,
unless awarded Vendor does the preparation work at no cost, or until TIPS Member includes the cost of
site preparation in a purchase order. Site preparation includes, but is not limited to: moving furniture,
installing wiring for networks or power, and similar pre-installation requirements.
Registered sex offender restrictions: For work to be performed at schools, awarded Vendor agrees that
no employee of 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. Awarded Vendor agrees that a violation of this condition shall be considered a material
breach and may result in the cancellation of the purchase order at the TIPS Member’s discretion. Awarded
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: Awarded
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. Awarded 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.
Safety Measures
Awarded 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. Awarded
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 or
policies.
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Marketing
Awarded Vendor agrees to allow TIPS to use their name and logo within TIPS website, marketing materials
and advertisement subject to any reasonable restrictions provided to TIPS in the Proposal to the Solicitation.
The Vendor may submit an acceptable use directive for Vendor’s names and logos with which TIPS agrees to
comply. Any use of TIPS name and logo or any form of publicity, inclusive of press release, regarding this
Agreement by awarded vendor must have prior approval from TIPS which will not be unreasonably withheld.
Request may be made by email to TIPS@TIPS-USA.COM.
Supplemental Agreements
The TIPS Member entity participating in the TIPS Agreement and awarded Vendor may enter into a separate
Supplemental Agreement or contract to further define the level of service requirements over and above the
minimum defined in this Agreement such as but not limited to, invoice requirements, ordering requirements,
specialized delivery, etc. Any Supplemental Agreement or contract developed as a result of this Agreement
is exclusively between the TIPS Member entity customer and the Vendor. TIPS, its agents, TIPS Members and
employees not a party to the Supplemental Agreement with the TIPS Member customer, shall not be made
party to any claim for breach of such agreement unless named and agreed by the Party in question in writing
in the agreement. If a Vendor submitting a Proposal requires TIPS and/or TIPS Member to sign an additional
agreement, those agreements shall comply with the award made by TIPS to the Vendor. Supplemental
Vendor’s Agreement documents may not become part of TIPS’ Agreement with Vendor unless and until an
authorized representative of TIPS reviews and approves it. TIPS review and approval may be at any time
during the life of this Vendor Agreement. TIPS permits TIPS Members to negotiate additional terms and
conditions with the Vendor for the provision of goods or services under the Vendor’s TIPS Agreement so long
as they do not materially conflict with this Agreement.
Survival Clause
All applicable sales, leases, Supplemental Agreements, contracts, software license agreements, warranties
or service agreements that were entered into between Vendor and TIPS or the TIPS Member Customer
under the terms and conditions of this Agreement shall survive the expiration or termination of this
Agreement. All Orders, Purchase Orders issued or contracts executed by TIPS or a TIPS Member and
accepted by the Vendor prior to the expiration or termination of this agreement, shall survive expiration or
termination of the Agreement, subject to previously agreed terms and conditions agreed by the parties or
as otherwise specified herein relating to termination of this agreement.
Legal obligations
It is the responding Vendor’s responsibility to be aware of and comply with all local, state and federal laws
governing the sale of products/services identified in the applicable Solicitation that resulted in this Vendor
Agreement and any awarded Agreement thereof. Applicable laws and regulations must be followed even if
not specifically identified herein.
Audit rights
Due to transparency statutes and public accountability requirements of TIPS and TIPS Members’, the
awarded Vendor shall, at their sole expense, maintain appropriate due diligence of all purchases made by
TIPS Member that utilizes this Agreement. TIPS and Region 8 ESC each reserve the right to audit the
accounting of TIPS related purchases for a period of three (3) years from the time such purchases are made.
This audit right shall survive termination of this Agreement for a period of one (1) year from the effective
date of termination. In order to ensure and confirm compliance with this agreement, TIPS shall have
authority to conduct audits of Awarded Vendor’s pricing or TIPS transaction documentation with TIPS
Members with 30 days’ notice unless the audit is ordered by a Court Order or by a Government Agency with
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authority to do so without 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 the pricing under this
agreement, TIPS shall have the ability to conduct the audit internally or may engage a third- party auditing
firm to investigate any possible non- compliant conduct or may terminate the Agreement according to the
terms of this Agreement. In the event of an audit, the requested materials shall be reasonably provided in
the time, format and at the location acceptable to Region 8 ESC or 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.
Force Majeure
If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its
obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in
writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and
the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be
suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no
longer period, and such party shall endeavor to remove or overcome such inability with all reasonable
dispatch.
Choice of Law
The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting
from this procurement process, however described, shall be governed by, construed and enforced in
accordance with the laws of the State of Texas, regardless of any conflict of laws principles.
Venue, Jurisdiction and Service of Process
Any Proceeding arising out of or relating to this procurement p rocess or any contract issued by TIPS resulting
from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County,
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 any 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. Process in any Proceeding referred to in the first sentence of this Section may be
served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation,
between TIPS and the Vendor shall be located in Camp or Titus County, Texas.
Project Delivery Order Procedures
The TIPS Member having approved and signed an interlocal agreement, or other TIPS Membership
document, may make a request of the awarded Vendor under this Agreement when the TIPS Member
desires goods or services awarded to the Vendor. Notification may occur via phone, the web, courier, email,
fax, or in person. Upon notification of a pending request, the awarded Vendor shall acknowledge the TIPS
Member’s request as soon as possible, but must make contact with the TIPS Member within two working
days.
Status of TIPS Members as Related to This Agreement
TIPS Members stand in the place of TIPS as related to this agreement and have the same access to the
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TIPS Vendor Agreement 06022020_srmodified for Cintas TIPS RFP 210304 MRO
proposal information and all related documents. TIPS Members have all the same rights under the awarded
Agreement as TIPS.
Vendor’s Resellers as Related to This Agreement
Vendor’s Named Resellers (“Resellers”) under this Agreement shall comply with all terms and conditions of
this agreement and all addenda or incorporated documents. All actions related to sales by Authorized
Vendor’s Resellers under this Agreement are the responsibility of the awarded Vendor. If Resellers fail to
report sales to TIPS under your Agreement, the awarded Vendor is responsible for their contractual failures
and shall be billed for the fees. The awarded Vendor may then recover the fees from their named reseller.
Support Requirements
If there is a dispute between the awarded Vendor and TIPS Member, TIPS or its representatives may, at TIPS
sole discretion, assist in conflict resolution if requested by either party. TIPS, or its representatives, reserves
the right to inspect any project and audit the awarded Vendor’s TIPS project files, documentation and
correspondence related to the requesting TIPS Member’s order. If there are confidentiality requirements by
either party, TIPS shall comply to the extent permitted by law.
Incorporation of Solicitation
The TIPS Solicitation which resulted in this Vendor Agreement, whether a Request for Proposals, the Request
for Competitive Sealed Proposals or Request for Qualifications solicitation, or other, the Vendor’s response
to same and all associated documents and forms made part of the solicitation process, including any
addenda, are hereby incorporated by reference into this Agreement as if copied verbatim.
SECTION HEADERS OR TITLES
THE SECTON HEADERS OR TITLES WITHIN THIS DOCUMENT ARE MERELY GUIDES FOR CONVENIENCE AND
ARE NOT FOR CLASSIFICATION OR LIMITING OF THE RESPONSIBILITES OF THE PARTIES TO THIS DOCUMENT.
STATUTORY REQUIREMENTS
Texas governmental entities are prohibited from doing business with companies that fail to certify to this
condition as required by Texas Government Code Sec. 2270.
By executing this agreement, you certify that you are authorized to bind the undersigned Vendor and that
your company (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
You certify that your company is not listed on and does not and will not do business with companies that
are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas
Gov't Code 2270.0153 found at https://comptroller.texas.gov/purchasing/docs/foreign-terrorist.pdf
You certify that if the certified statements above become untrue at any time during the life of this Agreement
that the Vendor will notify TIPS within three (3) business day of the change by a letter on Vendor’s letterhead
from and signed by an authorized representative of the Vendor stating the non-compliance decision and the
TIPS Agreement number and description at:
Attention: General Counsel
ESC Region 8/The Interlocal Purchasing System (TIPS)
4845 Highway 271 North
Pittsburg, TX,75686
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TIPS Vendor Agreement 06022020_srmodified for Cintas TIPS RFP 210304 MRO
And by an email sent to bids@tips-usa.com
Insurance Requirements
The undersigned Vendor agrees to maintain the below minimum insurance requirements for TIPS Contract
Holders:
General Liability $1,000,000 each Occurrence/ Aggregate
Automobile Liability $300,000 Includes owned, hired & non-owned
Workers' Compensation Statutory limits for the jurisdiction in which
the Vendor performs under this Agreement.
Umbrella Liability $1,000,000
The coverages and limits are to be considered minimum requirements and in no way limit the liability of the
Vendor(s). Insurance shall be written by a carrier with an A-; VII or better rating in accordance with current
A.M. Best Key Rating Guide. 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, voided, cancelled, non-renewed or reduced
in coverage or in limits unless replaced by a policy that provides the minimum required coverage except
after thirty (30) days prior written notice by certified mail, return receipt requested has been given to TIPS
or the TIPS Member if a project or pending delivery of an order is ongoing. Upon request, certified copies of
all insurance policies shall be furnished to the TIPS or the TIPS Member.
Special Terms and Conditions
• Orders: All Vendor orders received from TIPS Members must be emailed to TIPS at tipspo@tips-
usa.com. Should a TIPS Member send an order directly to the Vendor, it is the Vendor’s responsibility
to forward a copy of the order to TIPS at the email above within 3 business days and confirm its
receipt with TIPS.
• Vendor Encouraging Members to bypass TIPS agreement: Encouraging TIPS Members to purchase
directly from the Vendor or through another agreement, when the Member has requested using the
TIPS cooperative Agreement or price, and thereby bypassing the TIPS Agreement is a violation of the
terms and conditions of this Agreement and will result in removal of the Vendor from the TIPS
Program.
• Order Confirmation: All TIPS Member Agreement orders are approved daily by TIPS and sent to the
Vendor. The Vendor should confirm receipt of orders to the TIPS Member (customer) within 3
business days.
• Vendor custom website for TIPS: If Vendor is hosting a custom TIPS website, updated pricing when
effective. TIPS shall be notified when prices change in accordance with the award.
• Back Ordered Products: If product is not expected to ship within the time provided to the TIPS
Member by the Vendor, the Member is to be notified within 3 business days and appropriate action
taken based on customer request.
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National FireAgreement
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National Fire Protection Agreement
This Agreement (hereinafter “Agreement”) is dated <insert date of Agreement> (hereinafter
“Execution Date”) between Cintas Corporation No 2, a corporation organized and existing under the
laws of the State of Nevada, with its principal office located at 6800 Cintas Blvd., Cincinnati, Ohio
45262-5737, or any of its subsidiaries, successors and assigns, (hereinafter "Company") and <insert
customer name> organized and existing under the laws of the State of <fill in state name>, with its
principal office located at <ADDRESS, CITY, ST, zip> and its successors and assigns (hereinafter
“Customer”), regarding Fire Protection Services as outlined below and according to the following
conditions:
1.Description of Services: Company shall provide Customer with service and maintenance of
the following services indicated below:
܆Exhibit A Portable Fire Extinguishers
܆Exhibit B Emergency Exit Lighting
܆30 Second Push Test
܆Battery Load Test
܆90 Minute Burn
܆Exhibit C Fire Alarm
܆Exhibit D Fire Sprinklers
܆Exhibit E Backflow Prevention Devices
܆Exhibit F Clean Agent Suppression Systems
܆Exhibit G Kitchen Suppression
܆Exhibit H Kitchen Exhaust Cleaning
܆Exhibit I Grease Containment
to each location listed in Exhibit J, and to additional locations which may be added by
Customer. All merchandise delivered to Customer’s locations shall become the property of
Customer. Service area and prices only apply to the 48 contiguous United States unless
otherwise specified. Customer shall utilize Company exclusively for all Services at the
locations identified on Exhibit J for the duration of this Agreement.
COMPANY EXCLUDES ANY AND ALL FIRE ALARM MONITORING SERVICES,
WHICH, IF PROVIDED, ARE EXPRESLY COVERED UNDER A SEPARATE
AGREEMENT, THE TERMS AND CONDITIONS OF WHICH SHALL GOVERN ANY
AND ALL MATTERS INSOFAR AS THEY RELATE IN ANY WAY TO FIRE ALARM
MONITORING
2.Pricing Company agrees to provide to Customer the prices set forth in Exhibit K, Fees and
Pricing. Prices will be in effect at Customer locations currently serviced by Company within
thirty (30) days of the date of execution of this Agreement. Customer shall pay Company for
the Services at the prices and rates set forth in Exhibit K. Invoices will be provided in a
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format and manner as agreed to between Company and Customer. In addition to the price
for Services specified in Exhibit K, invoices may include, without limitation, any costs and
expenses relating thereto that are due and owing by Customer to Company, such as sales
taxes and other taxes as required by law, permit fees required in connection with the
Services, and security deposits or other non-discretionary direct costs imposed or required
by property managers or similar outside third parties.
3. Term This Agreement shall be effective as of the Execution Date and shall continue for a
period of thirty-six (36) months.
4.Early Termination If this agreement is terminated by the Customer prior to the applicable
expiration date for any reason other than documented quality of service reasons which are not
cured in a reasonable and mutually agreed upon period of time, Customer will pay Company,
as liquidated damages and not as a penalty, a cancellation fee equal to (A) fifty percent (50%)
of the Customer’s average monthly invoice total (measured over the prior 12 month period or
a lesser period if the termination occurs in the first 12 months) multiplied by (B) (i) the number
of months remaining in the unexpired term or (ii) 6 months, whichever is shorter.
5. Price Adjustments Upon each anniversary of the Execution Date, the prices then in effect
shall be automatically increased by not more than 5% as proposed to TIPS RFP 210304 MRO
and awarded Vendor Agreement for same. Company may adjust prices at any time if Customer
requests significant changes to the program, service requirements, sales requirements, billing
requirements, or report generation that was not contemplated by the parties at the Execution
Date, provided that prices changed comply with the Cintas’ proposal to TIPS RFP 210304
MRO and awarded Vendor Agreement for same Notification to the Customer of said price
adjustment will occur approximately thirty (30) days prior to the effective date of such change.
Company will present Customer with the proposed new prices and explanation. Should
Customer dispute these changes, Company may choose to exclude those affected products or
services from the program or terminate the Agreement.
6. Customer Obligations. Customer shall make its premises and facilities available to Company
for the performance by Company of the Services. If Customer cancels a scheduled service
appointment without providing prior notice or if Company is prevented from performing any
Services upon arrival by Customer or conditions at the location, then Company may charge a
cancellation fee or trip charge.
7.Equipment Exchange. Customer hereby agrees that in servicing Customer’s portable fire
extinguishers, Companymayexchange Customer’sportablefire extinguishers for Company’s
portable fire extinguishers of similar kind and quality. Customer further acknowledges and
agrees that upon completion of such exchange that all right, title and interest in the Customer’s
portable fire extinguishers so exchanged will belong to Company and all right, title and interest
in Company’s portable fire extinguishers so exchanged will belong to Customer.
8. Inspection. Company shall not be responsible for the consequences of Customer's failure to
inspect the goods or services or for any defects, malfunctions, inaccuracies, insufficiencies
or omissions. Where inspection and/or test services are provided, such inspection and/or test
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shall be documented on Company’s then-current form, which shall be given to Customer,
and, where required, Company may submit a copy thereof to the local authority having
jurisdiction. The report and findings by Company ARE ONLY ADVISORY IN NATURE
and are intended to assist Customer in reducing the risk of loss to property by indicating
obvious defects or impairments noted to the system and equipment inspected and/or tested.
9.Deficiencies. REPORTED DEFICIENCIES ARE NOT INTENDED TO IMPLY THAT
NO OTHER DEFECTS OR HAZARDS EXIST OR THAT ALL ASPECTS OF THE
COVERED SYSTEM(S) ARE UNDER CONTROL AT THE TIME OF INSPECTION.
RESPONSIBILITY FOR THE CONDITION AND OPERATION OF THE SYSTEM(S)
LIES WITH THE CUSTOMER. Customer shall promptly notify Company of any
malfunction which comes to Customer’s attention regarding the Systems.
10.Repair This Agreement assumes the Systems and related equipment are in operational and
maintainable condition as of the Agreement date. If, during the inspection process,
Company determines that repairs are necessary, Company will perform those repairs subject
to any applicable Not to Exceed (NTE) Allowance guidelines or notify the customer with
repair recommendations. Company shall have first right of refusal for all recommended repairs
authorized by Customer. Company, at its option, may match any quotation provided to
Customer by an alternate vendor for the repair scope of work or alternate scope of work
proposed by an alternate vendor. Ensuring that recommended repairs are performed is the
responsibility of the Customer. Company disclaims any liability which arises from repair
recommendations which are not performed.
11.Subcontract Customer agrees that Company may, at its sole discretion, subcontract the
Services. Company agrees to monitor and ensure the quality and customer satisfaction of any
such subcontracted work.
12.Confidentiality Company and Customer acknowledge that the terms of this Agreement as
well as any non-public information of either party, including but not limited to information
pertaining to or contained in the attached exhibits, pricing, suppliers, Services, if applicable,
products, specifications, methods, processes and the like, that the receiving party knew or
reasonably should have known was confidential or proprietary, or that derives independent
value from not being generally known to the public (all such information, collectively, the
“Confidential Information”), is proprietary or confidential to the disclosing part y. Each party
shall maintain the confidentiality of, and not disclose to third parties, or use, the other party’s
Confidential Information, except for the purpose of carrying out the intent of this Agreement.
Confidential Information does not include information that is or becomes publicly known
through no fault of the disclosing party. Notwithstanding anything in this Agreement to the
contrary, the confidentiality obligations imposed hereunder on either party shall not apply to
Confidential Information to the extent that disclosure of such Confidential Information is
required under Applicable Law or by a valid subpoena or other valid order of any
Governmental Authority; provided, however, that, if such disclosure is required under the
circumstances contemplated under this sentence, the party making such disclosure shall advise
the other party of such requirement to disclose the Confidential Information as soon as
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reasonably practicable, time being of the essence, after the party obligated to make such
disclosure becomes aware of such requirement to disclose; and further provided that, upon the
request of the other party, the party obligated to make such disclosure shall undertake
reasonable lawful efforts to resist and limit such disclosure.
13.Limited Warranty; Because of the great number and variety of applications for which
Company's goods and services are purchased, Company does not recommend specific
applications or assume any responsibility for use, results obtained or suitability for specific
applications. Customer is cautioned to determine the appropriateness of Company's goods and
services for Customer's specific application before ordering and to test and evaluate thoroughly
all goods before use. Company warrants that title to all goods sold by Company shall be good
and marketable. THERE ARE NO OTHER WARRANTIES EXPRESSED OR IMPLIED IN
CONNECTION WITH THE SALE OF GOODS AND SERVICES, INCLUDING ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. NO DISCLAIMER, EXCLUSION, LIMITATION OR MODIFICATION OF
ANY OF THE AFORESAID WARRANTIES SHALL BE DEEMED EFFECTIVE UNLESS
IN WRITING SIGNED BY COMPANY.
14.Insurance and Indemnification Customer agrees that neither Cintas nor its subcontractors or
assignees, including, without limitation, those providing monitoring services, (collectively,
"Subcontractors") are insurers and no insurance coverage is provided by this Agreement.
CUSTOMER ACKNOWLEDGES AND AGREES THAT CINTAS AND ITS
SUBCONTRACTORS DO NOT ASSUME ANY RESPONSIBILITY NOR SHALL THEY
HAVE ANY LIABILITY FOR CLAIMS MADE AGAINST THEM CLAIMING THAT
THEY ARE AN INSURER OF CUSTOMER'S SYSTEMS, THE FAILURE OF SUCH
SYSTEMS TO OPERATE EFFECTIVELY, OR ANY OTHER TYPE OF INSURANCE
COVERAGE AS AN INSURER.
15.Limited LIABILITY THE LIABILITY OF CINTAS AND ITS SUBCONTRACTORS FOR
ANY CLAIM RELATED TO FIRE PROTECTION EQUIPMENT WHICH CUSTOMER,
ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES OR INVITEES MAY HAVE
AGAINST CINTAS PURSUANT TO THIS AGREEMENT, IN THE EVENT IT IS
DETERMINED THAT CINTAS HAS ANY LIABILITY, SHALL BE LIMITED FOR ALL
PURPOSES TO $1,000 AS LIQUIDATED DAMAGES. If Customer wishes to increase the
limitation of liability, Customer may, as of right, enter into a supplemental agreement with
Cintas and obtain a higher limit by paying an additional amount consistent with the increase
in liability. Company's service fees are based on the value of the services provided and the
limited liability provided under this contract, and not on the value of Customer's premises or
its contents, or the likelihood or potential extent or severity of injury (including death) to
Customer or others. Company cannot predict the potential amount, extent, or severity of any
damages or injuries that Customer or others may incur which could be due to the failure of the
system or services to work as intended. As such (I) Customer hereby agrees that the limits on
the liability of Cintas and Subcontractors, related to fire protection equipment, and the waivers
and indemnities set forth in this contract are a fair allocation of risks and liabilities between
Cintas, Customer, Subcontractors and any other affected third parties; (II) except as provided
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in this agreement, Customer waives all rights and remedies against Cintas and Subcontractors
including rights of subrogation, that Customer, any insurer, or other third party may have due
to any losses or injuries subscriber or others incur related to fire protection equipment.
Customer agrees that were Cintas and its Subcontractors to have liability greater than that
stated above, it would not provide the services. Neither party shall be liable to the other or any
other person for any incidental, punitive, loss of business profits, speculative or consequential
damages.
16.Other Contracts. The Customer certifies to Company that this Agreement in no way
infringes upon any other existing agreement between Customer and another service
provider. Company will begin servicing Customer locations that currently are being serviced
under existing agreements with other fire service companies upon the expiration of such
location’s existing agreement. Customer will make a reasonable effort to provide Company
with the expiration dates of all competitors’ agreements within sixty (60) days of the Execution
Date of this Agreement.
17.Terms of Payment Net 30 days from date of invoice. Payment shall be made within thirty
(30) days of receipt of the billing. Company has the right to charge the lesser of the maximum
rate or amount permitted by applicable laws or regulations, or one and one-half percent (1.5%)
monthly carrying charge that may be added to all past due invoices. Customer shall
have no right to withhold or set-off payment for the Services, or exercise any right of
recoupment, against any actual or alleged breach or default by Company of its obligations
under this Agreement. Where Customer is past due in respect of any payments under this
Agreement, Company may, in addition to its other rights and remedies hereunder and at law
or in equity, without prior notice and without prejudice to its other rights and remedies: (a)
suspend all Services to Customer; and/or (b) terminate this Agreement. In addition, to the
extent Company is required to engage an attorney to collect any past due payments, Customer
shall reimburse Company, on demand, the attorneys’ fees and other costs and expenses
incurred by Company in connection therewith.
18.Notices All notices or other communications that may be given in connection with this
Agreement shall be in writing, sent certified mail or by a reputable national delivery service,
signed receipt requested. Notices given by Company shall be addressed to <insert name>, at
<insert customer street address, city, state, zip>, Attention: <insert appropriate title to direct
notices to and any internal department number>, or at such other address as Customer
specifies by notice to Company. Notice given by Customer shall be addressed to CINTAS
CORPORATION at 6800 Cintas Blvd., P. O. Box 625737, Cincinnati, OH 45262-
5737 Attention: Sr. Director Business Strategy & Development - Global Accounts, or at such
address as Company specifies by notice to Customer. Notices are effective upon receipt.
19.Entire Agreement This Agreement is made part of the TIPS Vendor Agreement for 210304
MRO with Cintas and as a subpart to said Vendor Agreement and limited to the subject matter
provided herein, sets forth the part of the Agreement and understanding between the parties
as to the subject matter hereof, and merges and supersedes all prior discussions, agreements
and understandings of every and any nature between the parties. This Agreement may not be
changed or modified, except by agreement in writing, signed by each of the parties. This
Agreement applies only to sales to Customers that are purchasing named services pursuant to
the Cintas Vendor Agreement with TIPS purchasing Cooperative.
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20. Miscellaneous If any provision of the Agreement shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of the parties hereto. The exclusive jurisdiction and forum for
resolution of any such dispute shall lie in the state where Customer is located. This agreement
and any dispute resolution proceeding resulting therefrom shall be exclusively governed by
the laws of the state where the Customer is located and applicable federal laws. This
Agreement may not be modified, amended or supplemented except in a writing signed by an
authorized representative of Cintas, provided, however, if a Federal, state or local
governmental body or its representative is a party to this Agreement, the proposed
modification, amendment or supplement must be in a writing signed by a President or Senior
Vice President of Cintas.
IN WITNESS WHEREOF, the parties have hereunto set their hands as of the Execution Date.
Cintas Corporation Customer:
BY:BY:
NAME:NAME:
TITLE:TITLE:
DATE:DATE:
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Exhibit A
Portable Fire Extinguishers
SERVICE & MAINTENANCE OF PORTABLE FIRE EXTINGUISHERS
General Requirements: Per NFPA 10, portable fire extinguishers shall be conspicuously located where they
are readily accessible and immediately available in the event of fire. Preferably they shall be located along
normal paths of travel, including exits from areas. All rechargeable-type fire extinguishers shall be recharged
after any use, as indicated 'by an inspection or when performing maintenance.
Inspection Procedures: Periodic inspection of fire extinguishers shall include a check to verify at least the
following items:
- Extinguisher is in its designated location
- There are no obstructions to access or visibility
- Pressure gauge reading or indicator is in the operable range or position
- Operating instructions on nameplate are legible and face outward.
- Safety seals and tamper indicators are not broken or missing.
-Fullness is determined by weighing or “hefting”
- There is no obvious physical damage, corrosion, leakage, or clogging of the nozzle
- Condition of tires, wheels, carriage, hose, and nozzle are checked (wheeled extinguishers only) When an
inspection of any fire extinguisher reveals a deficiency in any of the conditions listed above, immediate
corrective action shall be taken.
Inspection Recordkeeping: Personnel making inspections shall keep records of all fire extinguishers
inspected, including those found to require corrective action. At least monthly, the date the inspection was
performed and the initials of the person performing the inspection shall be recorded. Records shall be kept on
a tag or label attached to the fire extinguisher, on an inspection checklist maintained on file, or in an electronic
system (e.g., bar coding) that provides a permanent record.
Annual Maintenance Requirements: Maintenance, as defined by NFPA 10, is a “thorough examination” of
the fire extinguisher.It is intended to give maximum assurancethat a fire extinguisher will operate effectively
and safety. It includes a thorough examination for physical damage or condition to prevent its operation and
any necessary repair or replacement. It will normally reveal if hydrostatic testing or internal maintenance is
required. Fire extinguishers shall be subjected to maintenance at intervals not more than one year, at the time
of hydrostatic test, or when indicated by an inspection.
Maintenance Procedures: Maintenance of portable fire extinguishers, as performed by Cintas Fire
Protection, includes the following Cintas 10-Step Quality Assurance Procedures:
1.Visually inspect the extinguisher –The extinguisher is removed from its bracket. The extinguisher label is
checked to ensure that the instructions are legible and unobstructed. The cylinder is inspected for corrosion,
abrasion, or dents (including under removable bands). The extinguisher is inspected for missing, substitute,
or broken parts.
2.Check the hydrostatic and maintenance dates –The date of manufacture is checked on the unit. The most
recent hydrostatic test and six-year maintenance dates are noted and the applicable service procedure
(hydrostatic test or six-year maintenance) is performed.
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3.Verify extinguisher is full – Hand portable extinguishers are weighed or “hefted” to assure that they are fully
charged with chemical (cartridge-operated extinguishers are visually inspected for fullness). If necessary,
the extinguisher is recharged.
4.Visually inspect the pressure gauge –For stored pressure extinguishers, the gauge is checked for damage.
The operating pressure is checked to assure that the extinguisher is properly charged.
5.Remove the tamper seal and safety pull pin –The plastic tamper seal is removed and the safety pull pin is
removed to assure that it is not bent and operates freely. A new listed, color-coded Cintas tamper seal is
installed.
6.Check the discharge hose for continuity –A continuity test is conducted on all carbon dioxide hose
assemblies to assure that they are properly grounded. A continuity test label is attached to CO2 discharge
hoses that pass the continuity test.
7.Inspect all instruction labels –Verify that the operating instructions are present, legible, and facing outward
and the appropriate HMIS (Hazardous Material Identification System) information is present and
legible.
8.Clean and re-hang the extinguisher –The extinguisher is wiped down to remove dust and debris. The hanging
bracket is checked to assure that the correct bracket is being used and that the bracket is securely installed. The
extinguisher is re-hung on the bracket or in its cabinet.
9.Review the extinguisher placement, size, and type –The size, type and placement of the extinguisher are
checked to assure it is appropriate for the hazard area. Additional record keeping is completed as required.
10.Attach a new certification tag –For those extinguishers that pass the applicable maintenance procedures,
a color-coded Cintas Certification Tag is attached to the extinguisher. The Certification tag includes the month
and year maintenance was performed, and the name of the Cintas Partner performing the work. The
Certification Tag is valid for one year from the month punched, and documents that the equipment is in
compliance with State, Local and National Fire Codes.
Hydrostatic Test / 6-Yr Maintenance: Hydrostatic testing, as defined by NFPA 10, is pressure testing of an
extinguisher to verify its strength against unwanted rupture. Hydrostatic test intervals for portable fire
extinguishers are generally at 5 and 12-year intervals. (Refer to NFPA 10 for more specific details.)
Hydrostatic Test Intervals: Extinguisher Type Interval: Water-Based-5, Carbon Dioxide-5, Dry Chemical-
12, Halogenated Agents-12, Dry Powder (Class D)-12. Internal maintenance is required at intervals outlined in
Table 7.3.1.1.2 of NFPA 10. Every six years, stored pressure fire extinguisher
Maintenance Recordkeeping: Location Surveys In addition to the required Certification Tag, Cintas
documents the location, type, size and service condition of all fire extinguishers inspected or maintained. These
Location Surveys are available to our customers. The Location Surveys can serve as proof of service for
insurance underwriting purposes, for local Fire Code compliance, and can be used as a budgeting tool to
forecast future service requirements. Each extinguisher that has undergone maintenance that includes internal
examination or has been recharged shall have a “Verification of Service” collar around the neck of the
container. Cartridge-operated and cylinder operated fire extinguishers do not require a “Verification of Service”
collar.
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Exhibit B
Emergency and Exit Lighting
INSPECTION of EMERGENCY AND EXIT LIGHTING
Cintas Fire Protection uses the National Fire Protection Association (NFPA) Standards NFPA 101 –Life Safety Code and NFPA 70 –National Electric
Code as a guide for establishing its Scope of Services for inspecting and maintaining emergency lighting equipment.
General Requirements
The equipment owner is responsible for assuring that illuminated Emergency Exit Signs and Emergency
Lights (“E-Lights”) are properly maintained. Occupants can be in peril if critical routine maintenance is
neglected, or is not performed by properly trained individuals with the correct tools, equipment and
replacement parts.
Annual Test
E-Lights are required to be tested at least annually. The annual test Cintas performs includes the following:
Check for physical damage to the exterior of the unit (test switch, pilot lamp, broken heads, etc.)
Check the operation of the unit by exercising the test button
Open the unit and checking the tightness and cleanliness of battery terminals
Measure the battery “Float Voltage” with a DC Voltmeter to assure that the battery charger is functioning
properly
Use a Battery Analyzer to perform a Battery Load Test (or Battery Burn Test as may be required by Local
authority) to assure that the battery is functioning properly
Verify that all lamps are working properly
Replace defective parts as needed (batteries and bulbs)
Annual Test Recordkeeping
Cintas affixes a label to all E-Lights that have been tested, indicating the date the test was conducted, the
type of test conducted, and the name of the Cintas Partner performing the work.
In addition to the required Certification Label, Cintas documents the location and type of all E-Lights tested.
These Location Surveys are available to our customers. The Location Surveys can serve as proof of service
for insurance underwriting purposes, for local Fire Code compliance, and can be used as a budgeting tool to
forecast future service requirements.
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Exhibit C
FireAlarm and Detection Systems
Introduction
Fire detection and alarm systems are designed to detect fires and fire conditions, and to initiate
audible and/or visual signals that warn building occupants and supervisory personnel of fire and
other unsafe conditions. Cintas Fire Protection uses the National Fire Protection Association
(NFPA) Standard 72 –National Fire Alarm Code® as a guide for establishing its Scope of Service
for installing, inspecting, and maintaining fire detection and alarm systems.
Inspection Requirements
The facility owner is required to have the detection and alarm system components visually
inspected annually, semi-annually, quarterly, or monthly, in accordance with Table 10.3.1 of
NFPA
72. More frequent inspections may be required by the local authority having jurisdiction.
Semi-Annual Testing Requirements
The facility owner is required to have the detection and alarm system components tested in
accordance with Table 10.4.3 of NFPA 72. More frequent testing may be required by the local
authority having jurisdiction. Cintas recommends that the customer have the detection and alarm
system tested at least semi-annually (every six months). Semi-annual and annual inspection and
testing procedures may vary slightly according to NFPA and Local requirements
System Detail
The Testing and Inspection Service shall be completed on the listed Fire Alarm System along with
its components at the frequency as indicated below. The fire alarm interface to auxiliary systems
(fans, dampers, generators, pumps, specialty detection or suppression, etc.) will be tested only
through the fire alarm control or monitoring module. Functional testing of auxiliary systems, as
required by respective code or manufacturer, is excluded unless specifically mentioned in this
proposal. A Detailed Cintas Scope of Services including Testing Procedures is available upon
request. Refer also to NFPA 72 and other applicable documents for more detailed information.
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Introduction
Automatic sprinkler systems are designed to detect fires, release water, and suppress fires. Well-
maintained sprinkler systems are highly reliable and provide protection of both people and property.
Cintas Fire Protection uses the National Fire Protection Association (NFPA) Standard 25 –
Inspection, Testing, and Maintenance of Water -Based Fire Protection Systems as a guide for
establishing its Scope of Service for inspecting, testing and maintaining automatic sprinkler
systems.
Inspection Requirements
The facility owner is required to have the automatic sprinkler system components visually inspected
in accordance with NFPA 25. More frequent inspections may be required by the local Authority
Having Jurisdiction (AHJ).
Testing / Inspection Requirements
The facility owner is required to have the automatic sprinkler system components tested annually,
semiannually, quarterly, or monthly, in accordance with NFPA 25. More frequent testing may be
required by the local Authority Having Jurisdiction.
System Detail
The Testing and Inspection Service shall be completed on the listed Automatic Fire Sprinkler
System along with its components at the frequency as indicated below. Functional testing of
auxiliary systems, as required by respective code or manufacturer, is excluded unless specifically
mentioned in this proposal. A Detailed Cintas Scope of Services including Testing Procedures is
available upon request. Refer also to NFPA 25 and other applicable documents for more detailed
information.
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Exhibit E
Backflow Prevention Devices
Introduction
Backflow prevention assemblies are designed to act as a checkpoint between the public water supply and water that has
entered into secondary facilities. Well maintained backflow preventer assemblies act to keep water that has passed
through them into the piping network of a facility from returning back into the public water supply and therefore reducing
the threat of cross contamination.
Cintas Fire Protection uses the American Water Works Association (AWWA) M-17 and the National Fire Protection
Association (NFPA) Standard 25 – Inspection, Testing, and Maintenance of Water-Based Fire Protection as the guideline
for establishing its Scope of Service for inspecting, testing and maintaining fire line backflow prevention assemblies.
This document provides an overview of the services Cintas provides while maintaining backflow prevention assemblies.
Refer to NFPA Standard 25 and its referenced documents for more detailed information.
Testing Requirements
The facility owner is required to have the backflow prevention assembly tested annually in accordance with the
applicable standards and according to the authority having jurisdiction. More frequent testing may be required by the
local Authority Having Jurisdiction.
Testing Procedures
The following procedures will be performed in accordance with accepted industry standards:
Backflow Prevention Assemblies
• Provide written inspection report for owner’s records and report any deficiencies or impairment.
• Check to be sure that valves are locked or electronically supervised.
• Reduced pressure and reduced pressure detector assemblies shall be inspected to ensure that the differential-
sensing valve relief port is not continuously discharging.
• A forward flow test shall be conducted at the system demand, including hose stream demand where hydrants or
inside hose stations that are located downstream of the backflow preventer or where connections do not permit a
full flow test. The test shall be completed at the maximum flow rate possible.
• A backflow performance test, as required by the authority having jurisdiction, shall be conducted at the
completion of the forward flow test including checks for leakage, verification that the check valves close tightly,
and verification the pressure drop across the check valve is within the acceptable tolerances.
• Rubber parts shall be replaced in accordance with the frequency required by the authority having jurisdiction and
the manufacturer’s instructions.
• After any maintenance the OS&Y isolation valves will be checked to be sure they are in the normal open position.
• All maintenance and testing of backflow prevention assemblies shall be conducted by trained individuals following
manufacturer’s instructions and in accordance with the procedure and policies of the authority having jurisdiction.
Recordkeeping Requirements
Records of testing and its components shall be retained for a period of one year after the next test. Records should
indicate work performed, servicing company, results, and date of service. CINTAS will forward copies of test reports and
deficiency reports to the appropriate Authority Having Jurisdiction (AHJ) as required or requested by the AHJ.
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Limitations of Service / Customer Responsibility
• The equipment owner is responsible for assuring that their fire protection equipment is properly tested, and
maintained.
• Deficiencies or other impairments noted during testing of backflow prevention assemblies pose an immediate and
serious health safety concern. The property owner is responsible for assuring that any deficiency noted during
testing is corrected immediately.
• The testing services are for the backflow prevention assembly only. CINTAS makes no warranties or
representations regarding the condition or status of other equipment, including but not limited to, automatic fire
sprinkler systems, electrical equipment, interlocks, HVAC equipment, or alarms.
• Performance of testing services in no way guarantees that the system meets all applicable code standards and/or
is working as designed. Furthermore, CINTAS is not responsible for the condition of the system or any of its
components that may require repair or replacement due to age, fatigue, wear, or other reasons beyond CINTAS’
control which may result from exercising during testing.
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Introduction
Exhibit F
Clean Agent Suppression Systems
Clean agent fire suppression systems are widely used in today’s high-tech environments to help
limit the damage that can occur from a fire –both costly business interruption and damage to
expensive and electronically sensitive equipment. Cintas Fire Protection uses the National Fire
Protection Association (NFPA) Standard 2001 –Standard on Clean Agent Extinguishing Systems
and (NFPA) Standard 72 –National Fire Alarm Code® as a guide for establishing its Scope of
Service for inspecting and maintaining clean agent fire suppression systems.
Monthly Inspection Requirements
The facility owner is required to have the clean agent fire suppression system components visually
inspected on a monthly basis to assess the suppression system’s operational condition.
Semi-Annual Testing Requirements
The facility owner is required to have the clean agent suppression system tested semi-annually
(every six months) in accordance with the manufacturer’s instructions. More frequent testing may
be required by the local authority having jurisdiction.
Clean Agent Fire Suppression System Detail
The Testing and Inspection Service shall be completed on the listed Clean Agent Fire Suppression
System at the frequency as indicated below.
A Detailed Cintas Scope of Services including Testing Procedures is available upon request.
Refer also to NFPA 2001, NFPA 72 and other applicable documents for more detailed information.
Inspection will be performed in accordance with the requirement of NFPA 2001 and NFPA 72.
Any exceptions will be noted.
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Exhibit G
Kitchen Hood Fire Suppression
Systems
Introduction
Wet chemical fire suppression systems used in commercial cooking operations have an excellent record
of helping suppress cooking fires when the systems are properly installed and maintained. Cintas Fire
Protection uses the National Fire Protection Association (NFPA) Standards 17A –Wet Chemical
Extinguishing Systems and NFPA 96 –Ventilation Control and Fire Protection of Commercial Cooking
Operations as a guide for establishing its Scope of Service for inspecting, maintaining, recharging, and
hydrostatically testing kitchen fire suppression systems.
General Requirements
Cooking equipment that produces grease-laden vapors and that might be a source of ignition of grease in
the hood, grease removal device, or duct of commercial cooking operations shall be protected by fire
extinguishing equipment. Examples of cooking equipment that produce grease-laden vapors include, but
are not limited to, appliances such as deep-fat fryers, ranges, griddles, broilers, woks, tilting skillets, and
braising pans. Fire-extinguishing equipment shall include both automatic fire-extinguishing systems as
primary protection and portable fire extinguishers as secondary backup. Newly installed kitchen
suppression systems shall comply with the UL 300 fire test standard. In existing systems, when changes
are made in the cooking media, positioning, or replacement of the cooking equipment occur, the system
owner shall responsible for assuring that the fire extinguishing system complies with UL 300.
The system owner shall also assure that changes or modifications to the hazard after installation of the
fire extinguishing systems shall result in the re-evaluation of the system design by a properly trained and
qualified person or company. Portable fire extinguishers shall be installed in kitchen cooking areas in
accordance with NFPA 10 and shall be specifically listed for such use (i.e., they require a K Class wet
chemical extinguisher).
Owner’s Monthly Inspection
An owner’s inspection shall be conducted on a monthly basis in accordance with the manufacturer’s
listed installation and maintenance manual or the owner’s manual.
Semi-Annual Maintenance Requirements
Kitchen Fire Suppression Systems shall be subject to maintenance at intervals not more than six months
(semi-annually)
Kitchen Hood Fire Suppression Facility Detail
The Testing and Inspection Service shall be completed on the listed Kitchen Hood Fire Suppression
System at the frequency as indicated below.
A Detailed Cintas Scope of Services including Testing Procedures is available upon request. Refer also
to NFPA 17A, NFPA 96 and other applicable sources for more detailed information regarding servicing
requirements. Inspection will be performed in accordance with the requirement of NFPA 17A and NFPA
96. Any exceptions will be noted.
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Exhibit H
Kitchen Exhaust Cleaning
Introduction
Removal of fuel from kitchen exhaust systems per NFPA standards has proven to be effective in the
prevention of fires and fire damage as a result of excessive fuel buildup. Cintas Fire Protection uses the
National Fire Protection Association (NFPA) Standard NFPA 96 –Ventilation Control and Fire
Protection of Commercial Cooking Operations as a guide for establishing its Scope of Service for
kitchen exhaust cleaning.
Necessary Equipment
All necessary equipment required to properly clean exhaust systems to the specifications described below
and to the standards outlined in NFPA 96 edition will be provided by Company.
Service Specifications and General Conditions
1. Cleaning personnel will be properly trained and qualified as required by the local AHJ
2. The fire protection system will not be rendered inoperable during the cleaning process.
3. Flammable solvents or other flammable cleaning aids shall not be used.
4. Cleaning chemicals shall not be applied on fusible links or other detection devices.
5. Hood (baffle) filters will be removed. Company is not responsible for cleaning the hood filters.
Hood filters will not be re-installed by Company.
6. Kitchen equipment will not be moved to clean behind or under, including walls around or under
hoods unless the cleaning process introduces water or grease to that area.
7. Customer agrees that company must be allowed to begin service within ½ hour of mutually agreed
upon service time or cancellation of service, late start fees or subsequent trip charges may apply.
8. It is the Customer’s responsibility to notify Company of any changes in access that would prevent a
service to take place. Lack of notification will result in cancelled service and associated cancellation
fee.
9. Plastic sheeting will be used to protect equipment and the area surrounding hoods from overspray.
Hoods will be bagged or covered with plastic to collect wastewater. Plastic sheeting will be attached
to hood canopies with duct tape and spring clamps. Wastewater and debris washed out of the hoods
will be collected in containers and disposed in the mop sink drain. Clean hot water should be run
down the mop sink drain continuously for several minutes after wastewater disposal to flush/clear
the drain line to the grease trap.
10. All accessible vertical and horizontal ductwork will be scraped, degreased, and steam cleaned to 50
microns. It is agreed between Company and Customer that exhaust systems should never have in
excess of 1/8 inch or 2000 microns of combustible material build-up between cleanings. Customer is
responsible for authorizing frequency changes to maintain acceptable levels per NFPA 96 standards.
Upon completion of the cleaning process, Company will re-install access panels with the proper
bolts, screws, and fireproof sealant if required.
11. A properly installed kitchen exhaust system will have watertight welded seams. If this is not the
case, Company will not assume responsibility for damage caused by leaking from ducts, curbs at fan
junctions, roofs, or access panels. Any detection of such will be reported to Customer.
12. A properly installed exhaust fan will have motors, belts and pulleys protected by a grease tight
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housing. If this is not the case, Company will not assume responsibility for damage caused by
grease, water or moisture getting into this portion of the unit.
13. Customer will be responsible for removing all food, cooking and food paraphernalia from the
cleaning area to provide full, unimpeded access to Customer’s kitchen exhaust system.
14. Company hereby disclaims any responsibility for the mechanical operation of exhaust fans,
grills and other equipment at Customer’s site(s) unless damage is the result of negligent
services performed on non-deficient and code compliant equipment.
15. Customer Hood and Duct systems should have water tight apparatus’ including outlets under
hoods and electrical conduit on rooftops. Company will report any non-compliant items
discovered to Customer.
16. In cases where Company does not provide roof-top grease containment, Company hereby
disclaims responsibility for grease on the roof or damage resulting therefrom. The service
provider will clean any grease or greasy water introduced as a result of the services
performed.
17. To minimize dripping, Company may turn on exhaust system to facilitate drying.
18. Upon completion of the cleaning process, Company will leave a work order or certificate
showing the date the system(s) were cleaned. In addition, Company will apply the
appropriate sticker/label indicating the date the system was cleaned and the name of the
service provider to the hood canopies cleaned.
19. When required, the authority having jurisdiction will be provided certificates of inspection
and cleaning.
Access Panels
The service provider will notify the Customer if they determine that ductwork on an exhaust system requires
additional access panels to perform a thorough cleaning. Access panels shall be NFPA 96 compliant, UL
listed and installed per the manufacturer instructions. Per NFPA 96, upblast fans shall be supplied with an
access opening of a minimum 76 mm by 127 mm (3in. by 5 in) or a circular diameter of 101 mm (4 in) on
the curvature of the outer fan housing to allow for cleaning and inspection of the fan blades.
Exhaust Fan Hinge Kits
Per NFPA 96, Section 8, exhaust fans must be hinged to properly tip for service and inspection. Company
will notify the Customer when exhaust fans do not have hinges or have non-functioning hinges. In such
cases, Company will provide recommendations for install or repair, and may submit a written proposal to
install hinges. Due to safety concerns, improperly hinged fans cannot be tipped for service. Company
hereby disclaims any responsibility for damages as a result of missing or non-functioning fan hinges.
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Exhibit I
Grease Containment
Introduction
All grease producing fans at the termination point of a Kitchen Exhaust System must have a grease collection
device and the appropriate grease containment. The purpose of this requirement is to keep grease contained
in an area such that it can be properly collected and disposed of at or near the time of the Kitchen Exhaust
Cleaning. Fans and associated systems without grease collection and containment will lead to grease pooling
onto the roof which is a significant fire hazard in the event there is a duct fire. In that event, the fire will
immediately spread onto the roof, significantly magnifying its opportunity to move to other parts of the roof
and the building as a whole. In addition to the safety hazard this represents, grease that is not contained will
cause roof membrane damage, leading to leaks and other associated roof issues. Cintas Fire Protection uses
the National Fire Protection Association (NFPA) Standard NFPA 96 –Ventilation Control and Fire
Protection of Commercial Cooking Operations Section 7 as a guide for establishing its Scope of Service
for Grease Containment services.
Necessary Equipment and Installation
There are a variety of grease containment types available, but the established methods are either four or one
sided grease containment units. One sided units are usually a collection box that is installed just under the
fan spicket. Four sided units are either attached to the fan curb or frames are around the fan on the rooftop
area. Each of these containment units require grease absorbent material to properly collect the grease that
escapes from the fan. This material must be changed out when it reaches a saturation point and is usually
done on the same frequency as the Kitchen Exhaust Cleaning. Cintas service representatives can install the
appropriate grease containment units on fans currently lacking a grease containment system to ensure proper
equipment is in place for go forward absorbent filter changes. Cintas can quote and provide rooftop cleaning
services for standing grease prior to installation and hereby disclaims any responsibility for existing roof
membrane conditions.
Service Specifications:
1. Grease containment services will either take place at night during a kitchen exhaust cleaning or
during the daytime on a separate mobilization
2. Where applicable, the Cintas representative will inform the manager of their arrival and formally
request roof access
3. Cintas representative will inspect the grease containment unit and remove the grease absorbant filter
which will be disposed of in the customer dumpster.
4. Any grease still residing in the grease containment unit will be cleaned using a degreasing agent.
5. No system can guarantee 100% grease containment at all times. Therefore, Cintas hereby disclaims
any responsibility for rooftop condition, condition of membrane and any associated rooftop damage
as a result of accumulation or residue that at times will escape a containment unit.
6. Upon completion of the cleaning process, a work order or certificate showing the date of service will
be left at the location.
7. Customer will be notified of any deficiencies with the grease containment unit.
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Exhibit J
CUSTOMER LOCATIONS INITIALLY COVERED BY AGREEMENT
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Exhibit K
FEES and PRICING
This Exhibit specifies the fees and pricing of the Services that Cintas agrees to provide to the
Customer in the 48 contiguous United States. It includes the most commonly used items but is not
all inclusive. All amounts are pre-tax.
Customer agrees that Cintas will provide a minimum of (insert number of services) fire protection
services at a minimum of (insert number of locations) locations. As a result of this commitment,
Cintas will offer Customer Column A pricing. After the end of each annual contract period, Cintas
shall review the actual number of services provided and number of locations serviced then compare
this result to the agreed upon commitment. Achievement of 50% -80% may result in Column B
pricing in subsequent years. Achievement of <50% may result in Column C pricing in subsequent
years. If a pricing change is determined, the new price will take effect immediately and Cintas
shall provide notification to the Customer in writing.
Regardless of any other pricing provisions herein, prices charged to a Customer pursuant to
the TIPS 210304 MRO Vendor Agreement shall comply with the then current TIPS 210304
MRO Vendor pricing.
To assist Customer in reaching the agreed upon commitment which will result in maintaining
Column A pricing; Cintas will offer a quarterly progress review.
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PORTABLE FIRE EXTINGUISHER INSPECTION AND MAINTENANCE
Portable Fire Extinguisher Inspection and Test Scope of Work (NFPA 10, 2010 Edition, Chapter 7)
Included: Labor, certification tag and tag clip at the time of the inspections as required per code.
FIRE EXTINGUISHER SERVICES COST
Column A Column B Column C
Stored Pressure Fire Extinguisher Inspection
Stored Pressure Fire Extinguisher Inspection, each
Stored Pressure Fire Extinguisher Inspection-Nevada, each
$ X.XX
$ X.XX
$ X.XX
$ X.XX
$ X.XX
$ X.XX
Six Year Maintenance/Recharge
5lb Dry Chemical, each (includes labor and parts)
10lb Dry Chemical, each (includes labor and parts)
$ X.XX
$ X.XX
$ X.XX
$ X.XX
$ X.XX
$ X.XX
Hydrostatic Testing
5lb Dry Chemical, each (includes labor and parts)
10lb Dry Chemical, each (includes labor and parts)
$ X.XX
$ X.XX
$ X.XX
$ X.XX
$ X.XX
$ X.XX
New Extinguishers (Includes wall bracket)
5 lb. ABC Dry Chemical, each
10 lb. ABC Dry Chemical , each
Installation of new extinguishers, each (Includes Hook/Hanger)
$ X.XX
$ X.XX
$ X.XX
$ X.XX
$ X.XX
$ X.XX
$ X.XX
$ X.XX
$ X.XX
On-Site Repair NTE $ 250.00 $ XXX $ XXX
Fire Extinguisher Service Work:
Cintas is authorized to proceed with six year maintenance or hydrostatic tests where due, recharges
where extinguishers were used and new extinguishers to replace condemned units.
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SPRINKLER SYSTEM INSPECTION AND MAINTENANCE
FIRE PUMP PERFORMANCE TESTING
BACKFLOW PREVENTER TESTING AND CERTIFICATION
Wet Sprinkler Systems Inspection and Test Scope of Work (NFPA 25, 2008 Edition, Chapters 5 & 13,
Tables 5.1 and 13.1) Dry Sprinkler System Inspection and Test Scope of Work (If Applicable) (NFPA
25, 2008 Edition, Chapters 5 & 13, Tables 5.1 & 13.1) Fire Pumps Inspection and Test Scope of
Work (NFPA 25, 2008 Edition, Chapter 8) Backflow Preventer: Inspection and Test Scope of Work
(Local Requirements)
FIRE SPRINKLER SERVICES TESTING COST
Column A Column B Column C
First Wet Riser (Annual)
Additional Wet Riser, each (Annual)
$ XXX
$ XXX
$ XXX
$ XXX
$ XXX
$ XXX
Dry System, each $ XXX $ XXX $ XXX
Anti-Freeze Loop Inspection, each $ XX $ XX $ XX
Fire Pump Test, each (Diesel or Electric up to 2000gpm)$ XXX $ XXX $ XXX
Backflow Test, each $ XXX $ XXX $ XXX
5 year inspection, each
Gauges, each
$ XXX
$ XX
$ XXX
$ XX
$ XXX
$ XX
Lift Rental Cost + 42%Cost + X%Cost + X%
Mall Drain Down Fee Cost + 42%Cost + X%Cost + X%
On-site Repair NTE (above cost of inspection)$ 500.00 $ XXX $ XXX
Fire Sprinkler Deficiency Repairs:
The Fire Sprinkler and related service Inspection Services do not include repairs or correction of
system deficiencies. For deficiencies that are discovered during the inspection process, Cintas is
authorized to proceed with any repairs required to bring the systems into good working order so
long as the fees for such repairs do not exceed the NTE Allowance. If 5 year inspections are due,
Cintas is authorized to proceed with those inspections and corresponding gauge replacement. For
deficiencies that cannot be repaired within the NTE Allowance, Cintas will report these deficiencies
to the Customer with recommendations for corrective action according to the agreed upon
Deficiency Repairs and Service Call guidelines.
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KITCHEN FIRE SUPPRESSION EQUIPMENT MAINTENANCE & SERVICE
Kitchen Fire Suppression Maintenance Scope of Work (NFPA 17A, 2009 Edition, Chapter 7 &
in accordance with the manufacturer’s listed installation and maintenance manual)
KITCHEN FIRE SUPPRESSION COST
Column A Column B Column C
Semi-Annual Maintenance, each (First System includes 1 cylinder)
Additional Cylinders, each
$ XXX
$ XX
$ XXX
$ XX
$ XXX
$ XX
Replacement Parts
Fusible Links, each
Rubber Blow Off Caps, each
Metal Blow Off Cap, each
$ XX
$ XX
$ XX
$ XX
$ XX
$ XX
$ XX
$ XX
$ XX
On-Site Repair NTE $ XXX $ XXX $ XXX
Fire Suppression System Deficiency Repairs:
The Fire Suppression Maintenance Services do not include repairs or correction of system
deficiencies unless explicitly specified above. For deficiencies that are discovered during the
inspection process, Cintas is authorized to proceed with any repairs required to bring the systems
into good working order so long as the fees for such repairs do not exceed the NTE Allowance. For
deficiencies that cannot be repaired within the NTE Allowance, Cintas will report these deficiencies
to the Customer with recommendations for corrective action according to the agreed upon
Deficiency Repairs and Service Call guidelines.
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FIREALARM SYSTEM INSPECTIONAND TESTING
Fire Alarm Systems Inspection and Test Scope of Work (NFPA 72, 2002 Edition, Chapter 10 & Tables
10.3.1, 10.4.2.2 & 10.4.3)
FIRE ALARM SERVICE INSPECTION COST
Column A Column B Column C
Master Fire Alarm Panel, each
Remote Annunciator/Auxiliary/NAC Power Supply, each
$ XXX
$ XX
$ XXX
$ XX
$ XXX
$ XX
Device Inspections (Includes: Smoke Detector, Heat Detector, Pull
Station, Flow Switch, Tamper Switch, Audio/Visual Device)
$ XX
$ XX
$ XX
Duct Detectors $ XX $ XX $ XX
Lift Rental Cost + 42%Cost + X%Cost + X%
On-site Repair NTE $ 500.00 $ XXX $ XXX
Fire Alarm Systems Deficiency Repairs:
The Fire Alarm Systems Inspection and Testing Services do not include repairs or correction of
system deficiencies unless explicitly specified above. For deficiencies that are discovered during
the inspection process, Cintas is authorized to proceed with any repairs required to bring the
systems into good working order so long as the fees for such repairs do not exceed the NTE
Allowance. For deficiencies that cannot be repaired within the NTE Allowance, Cintas will report
these deficiencies to the Customer with recommendations for corrective action according to the
agreed upon Deficiency Repairs and Service Call guidelines.
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EMERGENCY LIGHTING INSPECTION TESTAND MAINTENANCE
Emergency & Exit Lighting Inspection and Test Scope of Work (NFPA 101, 2006 Edition, Chapter
7.9.3, 7.10.9.2 and/or listed below)
EMERGENCY LIGHTING SERVICE INSPECTION COST
Column A Column B Column C
30 Second Push Button Test, each $ XX $ XX $ XX
Battery Load Test, each $ XX $ XX $ XX
90 Minute Burn for up to 10 units, per hour (2hr minimum)
Additional Units, each
$ XX
$ XX
$ XX
$ XX
$ XX
$ XX
Note: Excludes all replacement parts, tax, new equipment, work required to be performed by a licensed
electrician, any fluorescent emergency type units and emergency/exit light units 12’ above finished floor
(AFF).
Replacement Parts
Batteries (up to 6v,4ah)
Bulb Replacement (Excludes Halogen and LED type bulbs)
$ XXX
$ XX
$ XXX
$ XX
$ XXX
$ XX
On-site Repair NTE $ 250.00 $ XXX $ XXX
Note: Emergency/Exit light bulbs and batteries that can be replaced at time of inspection will have a pre-
authorized price (up to NTE)
Emergency & Exit Lighting Deficiency Repairs:
The Emergency & Exit Lighting Inspection Services do not include repairs or correction of system
deficiencies unless explicitly specified above. For deficiencies that are discovered during the
inspection process, Cintas is authorized to proceed with any repairs required to bring the equipment
into good working order so long as the fees for such repairs do not exceed the NTE Allowance. For
deficiencies that cannot be repaired within the NTE Allowance, Cintas will report these deficiencies
to the Customer with recommendations for corrective action according to the agreed upon
Deficiency Repairs and Service Call guidelines.
Page 35 of 44
Docusign Envelope ID: 483B873B-A5A3-4153-B347-E9DC3A5F069C
National FireAgreement
5.5.15
SERVICEAND LABOR CHARGES-SLA’s
SERVICE CHARGES & LABOR RATES COST
Column A Column B Column C
EMERGENCY
Technician onsite within 4 hours, 4 hour minimum
$ XX
$ XX
$ XX
PRIORITY
Technician onsite within 24 hours, 2 hour minimum
$ XX
$ XX
$ XX
URGENT
Technician onsite within 48 hours
$ XX
$ XX
$ XX
STANDARD
Technician scheduled at first mutually agreeable time
$ XX
$ XX
$ XX
LABOR
Standard Hours Labor, per hour
Overtime / Afterhours Labor, per hour
Holiday and Weekend Hours, per hour
$ XX
$ XXX
$ XX
$ XX
$ XXX
$ XX
$ XX
$ XXX
$ XX
*Labor rates constant for each service level
NATIONWIDE
Minimum Billing Charge per Location
$ XX
$XX
$XX
High Market Premium (AK,HI, NY-5 Boroughs,IL-Chicago, Puerto Rico, Canada)
NYC Entry/Exit Fee
XX%
$ XX
XX%
$XX
XX%
$XX
*Additional labor charges or rates and pricing for Canada to be quoted
Standard hours are Monday-Friday 8:00 am - 5:00 pm.
Cintas reserves the right to charge additional rates when proprietary labor, union labor or a preferred
vendor is required.
Page 36 of 44
Docusign Envelope ID: 483B873B-A5A3-4153-B347-E9DC3A5F069C
G-2104
EXHIBIT C
REVISED 9.3.19
Page 27 ofFIRST AID & SAFETY
CINTAS CORPORATION
National First Aid and Safety Agreement
This agreement (hereinafter "Agreement") dated <insert alpha month, numeric day, year> (hereinafter
"Execution Date") is entered into between CINTAS Corporation No. 2, a corporation organized and
existing under the laws of the State of Nevada with its principal office located at
6800 Cintas Blvd., Cincinnati, Ohio 45262-5737, or any of its subsidiaries, successors and assigns,
(hereinafter "Company") and <insert customer name in upper case> organized and existing under the
laws of the State of <insert state name> with its principal office located at
<insert street address, city, state, zip>, and its successors and assigns (hereinafter "Customer")
regarding a regarding first aid and safety products and/or training services as outlined below.
The parties hereby agree as follows:
1. First Aid and Safety Service Company will be designated by Customer as the first aid and
safety (hereinafter “First Aid”) service provider for every Customer lo cation that lies within
Company's normal operating service areas. Except as otherwise expressly provided in this
Agreement, Customer will purchase exclusively from Company all of its requirements of first aid
cabinet services (as defined in Section 2) during the term of this Agreement. Except as provided in
Section 8 “Existing Agreements”, all Customer locations will be subject to the terms and conditions
of this Agreement as of the Execution Date. Customer will provide to Company a complete list of its
locations in excel format with complete contact information (names, title, address, zip code, and
phone number), within 30 days of the execution date of this Agreement, and annually thereafter.
2. Description of Services:Company or it’s participating Independent Distributors shall be
provide Customer with products and/or on-site restocking service to each location listed in Exhibit A,
and to additional locations which may be added by Customer. Company shall clean and inventory all
first aid stations in accordance with generally accepted industry standards and supply first aid and
other products and services as specified by Customer. All merchandise delivered to Customer’s
locations shall become the property of Customer. Service area and prices only apply to 48 contiguous
US unless otherwise specified.
3. Pricing Customer agrees to utilize First Aid on-site restocking services from Company, and
Company agrees to provide to Customer, the First Aid services described on Exhibit A, "Services &
Pricing" at the prices set forth in Exhibit B. Prices will be in effect at Customer locations currently
serviced by Company within thirty (30) days after Company’s receipt of an introduction letter and a
complete list of Customer locations as outlined in Section 1. The prices in Exhibit B are based on
providing monthly First Aid on-site restocking services to all Customer Sites. If at least eighty-five
percent (85%) of Customer Sites are not participating in the program by the first anniversary of the
Agreement, the then current unit prices will be increased by ten percent (10%) within 45 days of the
end of the one (1) year anniversary.Regardless of any other pricing provisions herein, prices
charged to a Customer pursuant to the TIPS 210304 MRO Vendor Agreement shall comply
with the then current TIPS 210304 MRO Vendor pricing.
4. Adding Services Additional services may be added to this Agreement at any time upon written
or oral request by the Customer to the Company. Any such additional services shall automatically
become a part of and subject to the terms of this Agreement.
Page 37 of 44
Docusign Envelope ID: 483B873B-A5A3-4153-B347-E9DC3A5F069C
G-2104
EXHIBIT C
REVISED 9.3.19
Page 28 ofFIRST AID & SAFETY
5. Term This Agreement is effective as of the Execution Date and shall continue for a period of
thirty-seven (37) months (the “Term”). This Agreement will automatically renew for the same period
unless either party is notified by the other party, to the contrary, in writing a minimum of ninety (90)
days in advance of the expiration of the then current term. Notwithstanding anything to the contrary
contained herein, there will be a minimum term equal to the greater of twenty-four (24) months or the
remainder of the Term for any individual Customer location added after the Execution Date.
6. Price Adjustments Price Adjustments Upon each anniversary of the Execution Date, the
prices then in effect shall be automatically increased by not more than 5% as proposed to TIPS RFP
210304 MRO and awarded Vendor Agreement for same. Company may adjust prices at any time if
Customer requests significant changes to the program, service requirements, sales requirements,
billing requirements, or report generation that was not contemplated by the parties at the Execution
Date, provided that prices changed comply with the Cintas’ proposal to TIPS RFP 210304 MRO and
awarded Vendor Agreement for same Notification to the Customer of said price adjustment will occur
approximately thirty (30) days prior to the effective date of such change. Company will present
Customer with the proposed new prices and explanation. Should Customer dispute these changes,
Company may choose to exclude those affected products or services from the program or terminate
the Agreement.
Should Company experience any significant cost increases that necessitate price changes during this
Agreement, Company will present Customer with the proposed new prices. Should Customer reject
these changes, Company may choose to exclude those affected items from the program or terminate
the Agreement with thirty (30) days written notice.
7. Service Guarantee & Cancellation Company guarantees to deliver the highest quality First
Aid service at all times. Any complaints about the quality of the service which have not been resolved
in the normal course of business must be sent by registered letter to Company’s General Manager.
If Company then fails to resolve any material complaint in a reasonable period of time,
Customer may terminate this Agreement as it pertains to the Customer location to which the
complaints relate.
If this Agreement is terminated prior to the scheduled termination date or service at any
location terminated prior to the scheduled termination date for such service, including, but not limited
to, a sale of the stock or a sale of substantially all assets of Customer or of a particular Customer
location serviced under this Agreement, the parties agree that the damages sustained by Company will
be substantial and difficult to ascertain. Therefore, if this Agreement is terminated, in whole or in part,
by the Customer prior to the applicable expiration date for any reason other than documented quality
of service reasons which are not cured as set forth above or terminated by Company for cause at any
time, to the extent permitted by applicable law Customer will pay to Company, as liquidated damages
and not as a penalty, twenty-five percent (25%) of the unexpired term based on the previous six (6)
months average revenue. Customer shall be responsible for any unpaid charges on Customer’s
account prior to termination.
8. Existing Agreements The Customer certifies to Company that this Agreement in no way
infringes upon any other existing agreement between Customer and another service provider.
Company will begin servicing Customer locations that currently are being serviced under existing
agreements with other cabinet first aid service companies upon the expiration of such location’s
existing agreement. Customer will make a reasonable effort to provide Company with the expiration
Page 38 of 44
Docusign Envelope ID: 483B873B-A5A3-4153-B347-E9DC3A5F069C
G-2104
EXHIBIT C
REVISED 9.3.19
Page 29 ofFIRST AID & SAFETY
dates of all competitors’ agreements within sixty (60) days of the Execution Date of this Agreement.
9. Indemnification Company agrees to indemnify, defend and hold harmless the Customer and
all of the affiliates, subsidiaries, officers, directors, employees, agents, assignees and successors of
the Customer against any and all claims, demands, actions, causes of action, liabilities, suits, or
proceedings or any settlement thereof and related expenses, including reasonable attorneys’ fees and
court costs, resulting from its negligent acts or omissions.
10. AED Indemnity - Risk of Loss:
CUSTOMER AGREES TO ASSUME ALL RISK OF LOSS AS IT RELATES TO CINTAS, BUT
NOT THE MANUFACTURER OR OTHER PARTIES IN THE SUPPLY CHAIN OF THE AED
DEVICE UNITS IN CONNECTION WITH THE USE OF THE UNITS AND TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AGREES TO INDEMNIFY,
DEFEND AND HOLD HARMLESS CINTAS, ITS SUBSIDIARIES AND AFFILIATES AND
THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS
(COLLECTIVELY THE “CINTAS PARTIES”), FROM AND AGAINST ANY AND ALL
CLAIMS, LIABILITIES, EXPENSES (INCLUDING REASONABLE ATTORNEYS FEES),
LOSSES, DAMAGES, DEMANDS, FINES AND CAUSES OF ACTION CAUSED BY, ARISING
OUT OF OR RELATED TO THE USE OF THE UNITS, THE FAILURE OF THE UNITS TO
FUNCTION PROPERLY, THE FAILURE OF ANY PERSON TO PROPERLY USE ANY UNIT,
THE LOCATION OF ANY UNIT, ANY ALLEGATION THAT THE NUMBER OF UNITS
ORDERED HEREUNDER IS INSUFFICIENT, OR THE ACTUAL OR ALLEGED ACTS OR
OMISSIONS OF CINTAS, WHETHER OR NOT THOSE ACTS OR OMISSIONS ARE JOINT
OR CONCURRENT WITH ANY OTHER PARTY; PROVIDED, HOWEVER, THAT
CUSTOMER’S OBLIGATIONS HEREUNDER SHALL NOT APPLY TO ANY CLAIM,
LIABILITY, EXPENSE, LOSS, DAMAGE, DEMAND, FINE OR CAUSE OF ACTION
ESTABLISHED TO BE THE RESULT OF THE SOLE NEGLIGENCE OF CINTAS. TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CUSTOMER’S DEFENSE,
HOLD HARMLESS AND INDEMNIFICATION OBLIGATIONS SHALL ALSO EXTEND TO
INJURIES OR DEATH SUSTAINED BY CUSTOMER’S EMPLOYEES.
11.AED Warranty:
Customer acknowledges that all AED purchases made under this Agreement will be subject to the
warranty provided by the manufacturer of the AED and not Cintas. Customer acknowledges that
Cintas makes no warranty, representation or covenant, express or implied, with respect to the AED
products and hereby releases and holds Cintas harmless from any claim or liability associated with
the purchase of use of the AED. In addition, Cintas warrants that the services performed by it will be
performed in a professional, workmanlike manner and will substantially conform to the specifications
of the service at the time of performance.
12. AED Limitation of Liability. Customer acknowledges and agrees that Contractor cannot
predict the potential amount, extent, or severity of any damages or injuries that Customer or others
may incur due to the failure of any AED to work as intended. IF CONTRACTOR OR ITS
REPRESENTATIVES ARE HELD LIABLE FOR ANY REASON FOR ANY LOSS, INJURY, OR
DAMAGES OF ANY KIND THAT ARISES OUT OF, RESULTS FROM, OR IS RELATED TO
THIS SALE (INCLUDING, WITHOUT LIMITATION, LOSSES, INJURIES OR DAMAGES
Page 39 of 44
Docusign Envelope ID: 483B873B-A5A3-4153-B347-E9DC3A5F069C
G-2104
EXHIBIT C
REVISED 9.3.19
Page 30 ofFIRST AID & SAFETY
RESULTING FROM CONTRACTOR’S SOLE OR PARTIAL NEGLIGENCE, WHETHER
ACTIVE OR PASSIVE), CUSTOMER AGREES AND WARRANTS THAT CONTRACTOR’S
AND ITS REPRESENTATIVES’ COLLECTIVE LIABILITY TO CUSTOMER, ITS AGENTS,
OFFICERS, DIRECTORS, EMPLOYEES, INVITEES, AND ANY THIRD PARTY SHALL BE
LIMITED EXCLUSIVELY TO $1,000 AS LIQUIDATED DAMAGES. If Customer wishes to
increase the limitation of liability, Customer may, as of right, enter into a supplemental agreement
with Contractor to obtain a higher limit by paying an additional amount consistent with the increase
in liability. CUSTOMER AGREES THAT THE LIMITS ON THE LIABILITY OF CONTRACTOR
AND THE WAIVERS SET FORTH IN THIS ADDENDUM ARE A FAIR ALLOCATION OF
RISKS AND LIABILITIES BETWEEN CONTRACTOR, CUSTOMER, AND ANY OTHER
AFFECTED PARTIES. CUSTOMER ACKNOWLEDGES AND AGREES THAT WERE
CONTRACTOR TO HAVE LIABILITY GREATER THAN THAT STATED ABOVE, IT WOULD
NOT SELL THE AED DEVICES TO CUSTOMER AT THE PRICES SET FORTH IN THIS
ADDENDUM. Neither party shall be liable to the other or any other person for any incidental,
punitive, speculative, or consequential damages of any type, including, but not limited to, loss of
profits or business opportunity.
Customer Billing and Payment Terms Billing notice/statement will be Company’s standard format.
Should Customer require a format other than Company’s standard notice/statement format, an
additional fee may be assessed. Any non-standard billing process including EDI must be mutually
agreed to in writing.
Payment shall be made within THIRTY (30) days of receipt of the notice/statement, Net 30.
P-card payment made using a P-card shall be made within ten (10) days of receipt of the
invoice or notice/statement, Net 10.
Customer agrees to carefully review each invoice prior to making payment and to notify
Company of any dispute within thirty (30) days from the date of the invoice. Disputes not raised
within six (6) months of the invoice date shall be deemed waived by the Customer. If there is an
invoice dispute Customer and Company agree that any financial resolution will be limited to the
invoices issued during the previous six (6) month period from the date the dispute arises. If Company
has overbilled the Customer, a full lump sum credit will be issued by an agreed upon date not to
exceed sixty (60) days in the future. If the Company has under billed the Customer, Customer agrees
to allow the Company to bill for the full under billing by a mutual agreed upon date not to exceed
sixty (60) days in the future.
13.Service Charge The service charge is used to help the Company pay various fluctuating
current and future costs, including, but not limited to, costs directly or indirectly related to the
environment, energy issues, service and delivery of Company’s goods and services, in addition to
other miscellaneous costs incurred or that may be incurred in the future by the Company. The Service
Charge is listed on Exhibit B.Regardless of any other pricing provisions herein, prices charged to
a Customer pursuant to the TIPS 210304 MRO Vendor Agreement shall comply with the then
current TIPS 210304 MRO Vendor pricing.
14. Titles Titles are provided solely for the convenience of the parties, and shall not be considered
in any construction of this Agreement.
Page 40 of 44
Docusign Envelope ID: 483B873B-A5A3-4153-B347-E9DC3A5F069C
G-2104
EXHIBIT C
REVISED 9.3.19
Page 31 ofFIRST AID & SAFETY
15. Notices All notices or other communications that may be given in connection with this
Agreement shall be in writing, sent certified mail or by a reputable national delivery service, signed
receipt requested. Notices given by Company shall be addressed to <insert name>, at
<insert customer street address, city, state, zip>, Attention: <insert appropriate title to direct notices
to and any internal department number>, or at such other address as Customer specifies by notice to
Company. Notice given by Customer shall be addressed to CINTAS CORPORATION at 6800 Cintas
Blvd., P. O. Box 625737, Cincinnati, OH 45262-5737
Attention: Sr. Director Sales & Operations –Strategic Markets with a copy to Legal Department, or at
such address as Company specifies by notice to Customer. Notices are effective upon receipt.
16.Entire Agreement This Agreement sets forth the entire agreement and understanding between
the parties as to the subject matter hereof, and merges and supersedes all prior discussions, agreements
and understandings of every and any nature between the parties. This Agreement may not be changed
or modified, except by agreement in writing, signed by each of the parties.
17. Miscellaneous This Agreement may not be modified, amended or supplemented except in
writing signed by an authorized representative of Cintas, provided, however, if a Federal, state or local
governmental body or its representative is a party to this Agreement, the proposed modification,
amendment or supplement must be in a writing signed by a President or Senior Vice President of
Cintas. If any provision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired. This
Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties
hereto.
Any such dispute shall be determined on an individual basis, shall be considered unique as to its
facts, and shall not be consolidated in any other proceeding with any claim or controversy
of any other party. The exclusive jurisdiction and forum for resolution of any such dispute shall lie
in the state where Customer is located.
IN WITNESS WHEREOF, the parties have hereunto set their hands as of the Execution Date.
COMPANY CUSTOMER
CINTAS CORPORATION NO 2 <insert customer name in uppercase>
By: By:
Title: Title:
Date: Date:
Page 41 of 44
Docusign Envelope ID: 483B873B-A5A3-4153-B347-E9DC3A5F069C
G-2104
EXHIBIT C
REVISED 9.3.19
Page 32 ofFIRST AID & SAFETY
EXHIBIT A
ADD IN SITE LIST
Page 42 of 44
Docusign Envelope ID: 483B873B-A5A3-4153-B347-E9DC3A5F069C
G-2104
EXHIBIT C
REVISED 9.3.19
Page 33 ofFIRST AID & SAFETY
ADD IN PRICING
EXHIBIT B
Page 43 of 44
Docusign Envelope ID: 483B873B-A5A3-4153-B347-E9DC3A5F069C
6-21-2021
DavidFitts
Executive Director
Docusign Envelope ID: 483B873B-A5A3-4153-B347-E9DC3A5F069C
NOTICE TO MEMBERS REGARDING ATTRIBUTE RESPONSES
TIPS VENDORS RESPOND TO ATTRIBUTE QUESTIONS AS PART OF TIPS COMPETITIVE
SOLICITATION PROCESS. THE VENDOR’S RESPONSES TO ATTRIBUTE QUESTIONS
ARE INCLUDED HEREIN AS “SUPPLIER RESPONSE.” PLEASE BE ADVISED THAT
DEVIATIONS, IF ANY, IN VENDOR’S RESPONSE TO ATTRIBUTE QUESTIONS MAY NOT
REFLECT VENDOR’S FINAL ATTRIBUTE RESPONSE, WHICH IS SUBJECT TO
NEGOTIATIONS PRIOR TO AWARD. PLEASE CONTACT THE TIPS OFFICE AT 866-839-
8477 WITH QUESTIONS OR CONCERNS REGARDING VENDOR ATTRIBUTE RESPONSE
DEVIATIONS. PLEASE KEEP IN MIND THAT TIPS DOES NOT PROVIDE LEGAL
COUNSEL TO MEMBERS. TIPS RECOMMENDS THAT YOU CONSULT YOUR LEGAL
COUNSEL WHEN EXECUTING CONTRACTS WITH OR MAKING PURCHASES FROM
TIPS VENDORS.
Docusign Envelope ID: 483B873B-A5A3-4153-B347-E9DC3A5F069C
210304 Addendum 1
Cintas
Supplier Response
Event Information
Number: 210304 Addendum 1
Title: MRO (Maintenance, Repair and Operations of Facilities and Grounds)
Supplies, Equipment, Tool Rental, Sales and Services
Type: Request for Proposal
Issue Date: 3/4/2021
Deadline: 4/16/2021 03:00 PM (CT)
Notes:IF YOU HOLD TIPS CONTRACTS 180307 EQUIPMENT AND
TOOL RENTAL AND SALES FOR MRO (MAINTENANCE,
REPAIR AND OPERATIONS OF FACILITIEIS AND GROUNDS OR
180406 MRO SUPPLIES AND EQUIPMENT YOU MUST
RESPOND TO THIS SOLICITATION BECAUSE YOUR SPECIFIC
CONTRACT IS BEING REPLACED BY THIS CONTRACT.
Contact Information
Address: Region 8 Education Service Center
4845 US Highway 271 North
Pittsburg, TX 75686
Phone: +1 (866) 839-8477
Email: bids@tips-usa.com
Page 1 of 25 pages Vendor: Cintas 210304 Addendum 1
Docusign Envelope ID: 483B873B-A5A3-4153-B347-E9DC3A5F069C
Cintas Information
Address: 5280 Investment Drive
Dallas, TX 75236
Phone: (713) 204-9328
Toll Free: (713) 204-9328
By submitting your response, you certify that you are authorized to represent and bind your company.
Jeremy Dressler dresslerj@cintas.com
Signature Email
Submitted at 4/16/2021 2:14:40 PM
Requested Attachments
Vendor Agreement 1 - 210304 Vendor Agreement with Redlines.pdf
The vendor must download the Vendor Agreement from the attachment tab, fill in the requested information and
upload the completed agreement.
DO NOT UPLOAD encrypted or password protected files.
Agreement Signature Form 2 - 210304 Agreement Signature Form.pdf
If you have not taken exception or deviation to the agreement language in the solicitation attributes, download the
AGREEMENT SIGNATURE FORM from the "ATTACHMENTS" tab. This PDF document is a fillable form. Download the
document to your computer, fill in the requested company information, print the file, SIGN the form, SCAN the
completed and signed AGREEMENT SIGNATURE FORM, and upload here.
If you have taken exception to any of the agreement language and noted the exception in the deviations section of the
attributes for the agreement, complete the AGREEMENT SIGNATURE FORM, but DO NOT SIGN until those deviations
have been negotiated and resolved with TIPS management. Upload the unsigned form here, because this is a
required document.
Pricing Form 1 3 - 210304 Pricing Form 1.xlsx
The vendor must download the PRICING SPREADSHEET SHEET from the attachment tab, fill in the requested
information and upload the completed spreadsheet.
DO NOT UPLOAD encrypted or password protected files.
Pricing Form 2 4 - 210304 Pricing Form 2.xlsx
The vendor must download the PRICING SPREADSHEET SHEET from the attachment tab, fill in the requested
information and upload the completed spreadsheet.
DO NOT UPLOAD encrypted or password protected files.
Reference Form 5 - Reference Form.xls
The vendor must download the References spreadsheet from the attachment tab, fill in the requested information and
upload the completed spreadsheet. DO NOT UPLOAD encrypted or password protected files.
Proposed Goods and Services 6 - Fire Protection Overview.pdf
Please upload one or more documents or sheets describing your offerings, line cards, catalogs, links to offerings OR
list links to your offerings that illustrate the catalog of proposed lines of goods and or services you carry and offer
under this proposal. It does not have to be exhaustive but should, at a minimum tell us what you are offering. It could
be as simple as a sheet with your link to your online catalog of goods and services.
D/M/WBE Certification OPTIONAL No response
D/M/WBE Certification documentation may be scanned and uploaded if you desire to claim your status as one of the
identified enterprises. (Disadvantaged Business Enterprise, Minority Business Enterprise and/or Woman Business
Enterprise) If vendor has more than one certification scan into one document. (PDF Format ONLY)
DO NOT UPLOAD encrypted or password protected files.
Page 2 of 25 pages Vendor: Cintas 210304 Addendum 1
Docusign Envelope ID: 483B873B-A5A3-4153-B347-E9DC3A5F069C
Warranty No response
Warranty information (if applicable) must be scanned and uploaded. (PDF Format ONLY)
DO NOT UPLOAD encrypted or password protected files.
Supplementary 9 - Cover Letter, Exceptions, and Sample Contracts.pdf
Supplementary information may be scanned and uploaded. (Company information, brochures, catalogs, etc.) (PDF
Format ONLY)
DO NOT UPLOAD encrypted or password protected files.
All Other Certificates 10 - First Aid & Safety Overview.pdf
All Other Certificates (if applicable) must be scanned and uploaded. If vendor has more than one other certification
scan into one document. (PDF Format ONLY)
DO NOT UPLOAD encrypted or password protected files.
Logo and Other Company Marks 11 - Cintas Logo.png
If you desire, please upload your company logo to be added to your individual profile page on the TIPS website. If any
particular specifications are required for use of your company logo, please upload that information under the
Supplementary section or another non-required section under the “Response Attachment” tab. Preferred Logo
Format: 300 x 225 px - .png, .eps, .jpeg preferred
Conflict of Interest Form CIQ- ONLY REQUIRED IF A CONFLICT EXISTS PER THE
INSTRUCTIONS
No response
ONLY REQUIRED IF A CONFLICT EXISTS PER THE INSTRUCTIONS
Conflict of Interest Form for Vendors that are required to submit the form. The Conflict of Interest Form is included in
the Base documents or can be found at https://www.tips-usa.com/assets/documents/docs/CIQ.pdf.
Certification of Corporate Offerer Form- COMPLETE ONLY IF
OFFERER IS A CORPORATION
13 - Certification of Corporate Offerer.pdf
COMPLETE AND UPLOAD FORM IN ATTACHMENTS SECTION ONLY IF OFFERER IS A CORPORATION
Disclosure of Lobbying Activities Standard Form LLL No response
ONLY IF you answered "I HAVE Lobbied per above" to attribute #66, please download and complete and upload the
Standard Form-LLL, “disclosure Form to Report Lobbying,” in the Response attachments section.
Confidentiality Claim Form 15 - Confidential Documents.pdf
REQUIRED CONFIDENTIALITY FORM. Complete the form according to your company requirements, make any
desired attachments and upload to the appropriate section under "Response Attachments" THIS FORM DETERMINES
HOW ESC8/TIPS RESPONDS TO LEGAL PUBLIC INFORMATION REQUESTS.
Current W-9 Tax Form 16 - W9.pdf
You are required by TIPS to upload a current W-9 Internal Revenue Service (IRS) Tax Form for your entity. This form
will be utilized by TIPS to properly identify your entity. Additionally, if not designated “Confidential” in your proposal
response, this W-9 may be accessed by TIPS Members for the purpose of making TIPS purchases from you in the
event that you are awarded. If you wish to designate your required W-9 confidential, please do so according to the
terms of the Confidentiality Claim Form which is an attachment to this solicitation.
Bid Attributes
1 Yes - No
Disadvantaged/Minority/Women Business Enterprise - D/M/WBE (Required by some participating governmental
entities) Vendor certifies that their firm is a D/M/WBE? Vendor must upload proof of certification to the ”Response
Attachments” D/M/WBE CERTIFICATES section.
NO
Page 3 of 25 pages Vendor: Cintas 210304 Addendum 1
Docusign Envelope ID: 483B873B-A5A3-4153-B347-E9DC3A5F069C
2 Yes - No
Historically Underutilized Business - HUB (Required by some participating governmental entities) Vendor certifies
that their firm is a HUB as defined by the State of Texas at https://comptroller.texas.gov/purchasing/vendor/hub/ or in
a HUBZone as defined by the US Small Business Administration at https://www.sba.gov/offices/headquarters/ohp
Proof of one or both may be submitted. Vendor must upload proof of certification to the “Response Attachments”
HUB CERTIFICATES section.
No
3 Yes - No
The Vendor can provide services and/or products to all 50 US States?
No
4 States Served:
If answer is NO to question #3, please list which states can be served. (Example: AR, OK, TX)
WA, OR, CA, NV, ID, UT, AZ, CO, NM, TX, OK, KS, NE, IO, MN, WI, IL, MO, AR, LA, MS, Al, TN, KY, IN, MI, OH, WV,
FL, GA, SC, NC, VA, NJ, PA, MA, NY, VT, ME, NH, ME,
5 Company and/or Product Description:
This information will appear on the TIPS website in the company profile section, if awarded a TIPS contract. (Limit
750 characters.)
Cintas Corporation provides highly specialized services to businesses of all types; including over 14,000
governmental and educational customers out of their 1,000,000 customers across the country. Cintas designs,
manufactures and implements corporate identity uniform programs, provides entrance mats, mops, towels,
restroom supplies, promotional products, first aid and safety products, PPE supplies, and fire protection services
for businesses across North America.
6 Primary Contact Name
Primary Contact Name
Jeremy Dressler
7 Primary Contact Title
Primary Contact Title
Governmental Account Manager
8 Primary Contact Email
Primary Contact Email
dresslerj@cintas.com
9 Primary Contact Phone
Enter 10 digit phone number. (No dashes or extensions)
Example: 8668398477
7132049328
10 Primary Contact Fax
Enter 10 digit phone number. (No dashes or extensions)
Example: 8668398477
18666444511
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11 Primary Contact Mobile
Enter 10 digit phone number. (No dashes or extensions)
Example: 8668398477
7132049328
12 Secondary Contact Name
Secondary Contact Name
Amy Koehler
13 Secondary Contact Title
Secondary Contact Title
Enterprise Support Manager
14 Secondary Contact Email
Secondary Contact Email
koehlera@cintas.com
15 Secondary Contact Phone
Enter 10 digit phone number. (No dashes or extensions)
Example: 8668398477
7089106623
16 Secondary Contact Fax
Enter 10 digit phone number. (No dashes or extensions)
Example: 8668398477
18444297619
17 Secondary Contact Mobile
Enter 10 digit phone number. (No dashes or extensions)
Example: 8668398477
No response
18 Admin Fee Contact Name
Admin Fee Contact Name. This person is responsible for paying the admin fee to TIPS.
Amy Koehler
19 Admin Fee Contact Email
Admin Fee Contact Email
koehlera@cintas.com
20 Admin Fee Contact Phone
Enter 10 digit phone number. (No dashes or extensions)
Example: 8668398477
7089106623
21 Purchase Order Contact Name
Purchase Order Contact Name. This person is responsible for receiving Purchase Orders from TIPS.
Amy Koehler
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22 Purchase Order Contact Email
Purchase Order Contact Email
koehlera@cintas.com
23 Purchase Order Contact Phone
Enter 10 digit phone number. (No dashes or extensions)
Example: 8668398477
7089106623
24 Company Website
Company Website (Format - www.company.com)
www.cintas.com
25 Federal ID Number
Federal ID Number also known as the Employer Identification Number (EIN). Numeric only. (Format: 123456789)
26 Primary Address
Primary Address
5280 Investment Drive
27 Primary Address City
Primary Address City
Dallas
28 Primary Address State
Primary Address State (2 Digit Abbreviation)
TX
29 Primary Address Zip
Primary Address Zip
75236
30 Search Words:
Please list search words to be posted in the TIPS database about your company that TIPS website users might
search. Words may be product names, manufacturers, or other words associated with the category of award. YOU
MAY NOT LIST NON-CATEGORY ITEMS. (Limit 500 words) (Format: product, paper, construction, manufacturer
name, etc.)
AED, First Aid Cabinets, First Aid Training, AED Training, Fire Extinguishers, Suppression Systems, Fire Alarms,
Sprinkler Systems
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31 Do you want TIPS Members to be able to spend Federal grant funds with you if awarded? Is it your
intent to be able to sell to our members regardless of the fund source, whether it be local, state or
federal?
Most of our members receive Federal Government grants and they make up a significant portion of their budgets.
The Members need to know if your company is willing to sell to them when they spend federal budget funds on their
purchase. There are attributes that follow that include provisions from the federal regulations in 2 CFR part 200.
Your answers will determine if your award will be designated as Federal or Education Department General
Administrative Regulations (EDGAR) compliant.
Do you want TIPS Members to be able to spend Federal grant funds with you if awarded and is it your intent to be
able to sell to TIPS Members regardless of the fund source, whether it be local, state or federal?
Yes
32 Yes - No
Certification of Residency (Required by the State of Texas) The vendor's ultimate parent company or majority
owner:
(A) has its principal place of business in Texas;
OR
(B) employs at least 500 persons in Texas?
This question is required as a data gathering function for information to our members making purchases with
awarded vendors. It does not affect scoring with TIPS.
Yes
33 Company Residence (City)
Vendor's principal place of business is in the city of?
Dallas
34 Company Residence (State)
Vendor's principal place of business is in the state of?
Texas
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35 Discount Offered - CAUTION READ CAREFULLY BECAUSE VENDORS FREQUENTLY MAKE MISTAKES
ON THIS ATTRIBUTE QUESTION
Remember this is a MINIMUM discount percentage. So, be sure that the discount percentage inserted here can be
applied to ANY OFFERING OF GOODS OR SERVICES THROUGHOUT THE LIFE OF THE CONTRACT
CAUTION: BE CERTAIN YOU CAN HONOR THIS MINIMUM DISCOUNT PERCENTAGE ON ANY OFFERED SERVICE
OR GOOD NOW OR DURING THE LIFE OF THE CONTRACT.
What is the MINIMUM percentage discount off of any item or service you offer to TIPS Members that is in your
regular catalog (as defined in the solicitation specifications document), website, store or shelf pricing or when
adding new goods or services to your offerings during the life of the contract? The resulting price of any goods or
services Catalog list prices after this discount is applied is a ceiling on your pricing and not a floor because, in order
to be more competitive in the individual circumstance, you may offer a larger discount depending on the items or
services purchased and the quantity at time of sale.
Must answer with a number between 0% and 100%.
0%
36 Yes - No
For the duration of the Contract, Vendor agrees to provide catalog pricing, as defined in the solicitation and below,
to TIPS upon request for any goods and services offered on the Vendor's TIPS Contract.
"Catalog" means the available list of tangible personal property or services, in the most current listing, regardless of
date, during the life of the contract, that takes the form of a catalog, price list, schedule, shelf price or other form
that:
A. is regularly maintained by the manufacturer or Vendor of an item; and
B. is either published or otherwise available for inspection by a customer during the purchase process;
C. to which the minimum discount proposed by the proposing Vendor may be applied.
Yes
37 TIPS Administration Fee
By submitting a proposal, I agree that all pricing submitted to TIPS shall include the Administration Fee, as
designated in the solicitation or as otherwise agreed in writing which shall be remitted to TIPS by the Vendor, or the
vendor's named resellers, and as agreed to in the Vendor Agreement. I agree that the fee shall not and will not be
added by the Vendor as a separate line item on a TIPS member invoice, quote, proposal or any other written
communications with the TIPS member.
38 Yes - No
Vendor agrees to remit to TIPS the required administration fee or, if resellers are named, Vendor agrees to
guarantee the fee remittance by or for the reseller named by the vendor?
TIPS/ESC Region 8 is required by Texas Government Code § 791 to be compensated for its work and thus, failure
to agree shall render your response void and it will not be considered.
Agreed
39 Yes - No
Do you offer additional discounts to TIPS members for large order quantities or large scope of work?
Yes
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40 Years experience in category of goods or services
Company years experience in this category of goods or services? This is an evaluation criterion worth a maximum
of 10 points. See RFP for more information.
20
41 Resellers:
Does the vendor have resellers that it will name under this contract? Resellers are defined as other companies that
sell your products under an agreement with you, the awarded vendor of TIPS.
EXAMPLE: BIGmart is a reseller of ACME brand televisions. If ACME were a TIPS awarded vendor, then ACME
would list BIGmart as a reseller.
(If applicable, Vendor should add all Authorized Resellers within the TIPS Vendor Portal upon award).
No
42 Pricing discount percentage are guaranteed for?
Does the vendor agrees to honor the proposed pricing discount percentage off regular catalog (as defined in the
RFP document), website, store or shelf pricing for the term of the award?
YES
43 Right of Refusal
Does the proposing vendor wish to reserve the right not to perform under the awarded agreement with a TIPS
member at vendor's discretion?
Yes
44 NON-COLLUSIVE BIDDING CERTIFICATE
By submission of this bid or proposal, the Bidder certifies that:
1) This bid or proposal has been independently arrived at without collusion with any other Bidder or with any
Competitor;
2) This bid or proposal has not been knowingly disclosed and will not be knowingly disclosed, prior to the opening of
bids, or proposals for this project, to any other Bidder, Competitor or potential competitor:
3) No attempt has been or will be made to induce any other person, partnership or corporation to submit or not to
submit a bid or proposal;
4) The person signing this bid or proposal certifies that he has fully informed himself regarding the accuracy of the
statements contained in this certification, and under the penalties being applicable to the Bidder as well as to the
person signing in its behalf.
Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered.
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45 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ - Do you have any CONFLICT OF INTEREST
TO REPORT OR DISCLOSE under this statutory requirement?
Do you have any CONFLICT OF INTEREST TO REPORT OR DISCLOSE under this statutory requirement? YES or
NO
If you have a conflict of interest as described in this form or the Local Government Code Chapter 176, cited therein-
you are required to complete and file with TIPS.
The Form CIQ is one of the attachments to this solicitation.
There is an optional upload for this form provided if you have a conflict and must file the form
No
46 Filing of Form CIQ
If yes (above), have you filed a form CIQ by uploading the form to this RFP as directed above?
No response
47 Regulatory Standing
I certify to TIPS for the proposal attached that my company is in good standing with all governmental agencies
Federal or state that regulate any part of our business operations. If not, please explain in the next attribute
question.
Yes
48 Regulatory Standing
Regulatory Standing explanation of no answer on previous question.
No response
49 Antitrust Certification Statements (Tex. Government Code § 2155.005)
By submission of this bid or proposal, the Bidder certifies that:
I affirm under penalty of perjury of the laws of the State of Texas that:
(1) I am duly authorized to execute this contract on my own behalf or on behalf of the company, corporation, firm,
partnership or individual (Company) listed below;
(2) In connection with this bid, neither I nor any representative of the Company has violated any provision of the
Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15;
(3) In connection with this bid, neither I nor any representative of the Company has violated any federal antitrust
law;
(4) Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of
this bid to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged
in the same line of business as the Company.
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50 Suspension or Debarment Instructions
Instructions for Certification:
1. By answering yes to the next Attribute question below, the vendor and prospective lower tier participant is
providing the certification set out herein in accordance with these instructions.
2. The certification in this clause is a material representation of fact upon which reliance was placed when this
transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered
an erroneous certification in addition to other remedies available to the federal government, the department or
agency with which this transaction originated may pursue available remedies, including suspension and / or
debarment.
3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal
is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when
submitted or has become erroneous by reason of changed circumstances.
4. The terms “covered transaction,” “debarred,” “suspended,” “ineligible,” “lower tier covered transaction,”
“participants,” “person,” “primary covered transaction,” “principal,” “proposal” and “voluntarily excluded,” as used in
this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive
Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of
those regulations.
5. The prospective lower tier participant agrees by submitting this form that, should the proposed covered
transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is
debarred, suspended, declared ineligible or voluntarily excluded from participation in this covered transaction,
unless authorized by the department or agency with which this transaction originated.
6. The prospective lower tier participant further agrees by submitting this form that it will include this clause titled
“Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered
Transaction” without modification in all lower tier covered transactions and in all solicitations for lower tier covered
transactions.
7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier
covered transaction that it is not debarred, suspended, ineligible or voluntarily excluded from the covered
transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency
by which it determines the eligibility of its principals. Each participant may, but is not required to, check the
Nonprocurement List.
8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to
render in good faith the certification required by this clause. The knowledge and information of a participant is not
required to exceed that which is normally possessed by a prudent person in the ordinary course of business
dealings.
9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered
transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred,
ineligible or voluntarily excluded from participation in this transaction, in addition to other remedies available to the
federal government, the department or agency with which this transaction originated may pursue available
remedies, including suspension and / or debarment.
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51 Suspension or Debarment Certification
By answering yes, you certify that no federal suspension or debarment is in place, which would preclude receiving a
federally funded contract as described above.
Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must
not be made to parties listed on the government-wide exclusions in the System for Award Management (SAM), in
accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986
Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions
contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared
ineligible under statutory or regulatory authority other than Executive Order 12549.
By answering yes, you certify that no federal suspension or debarment is in place, which would preclude receiving a
federally funded contract as described above.
Yes
52 Non-Discrimination Statement and Certification
In accordance with Federal civil rights law, all U.S. Departments, including the U.S. Department of Agriculture
(USDA) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions
participating in or administering USDA programs are prohibited from discriminating based on race, color, national
origin, religion, sex, gender identity (including gender expression), sexual orientation, disability, age, marital status,
family/parental status, income derived from a public assistance program, political beliefs, or reprisal or retaliation for
prior civil rights activity, in any program or activity conducted or funded by USDA (not all bases apply to all
programs). Remedies and complaint filing deadlines vary by program or incident.
Persons with disabilities who require alternative means of communication for program information (e.g., Braille,
large print, audiotape, American Sign Language, etc.) should contact the responsible Agency or USDA's TARGET
Center at (202) 720-2600 (voice and TTY) or contact USDA through the Federal Relay Service at (800) 877-8339.
Additionally, program information may be made available in languages other than English.
To file a program discrimination complaint, complete the USDA Program Discrimination Complaint Form, AD-3027,
found online at How to File a Program Discrimination Complaint and at any USDA office or write a letter addressed
to USDA and provide in the letter all of the information requested in the form. To request a copy of the complaint
form, call (866) 632-9992. Submit your completed form or letter to USDA by: (1) mail: U.S. Department of
Agriculture, Office of the Assistant Secretary for Civil Rights, 1400 Independence Avenue, SW, Washington, D.C.
20250-9410; (2) fax: (202) 690-7442; or (3)
email: program.intake@usda.gov.
(Title VI of the Education Amendments of 1972; Section 504 of the Rehabilitation Act of 1973; the Age
Discrimination Act of 1975; Title 7 CFR Parts 15, 15a, and 15b; the Americans with Disabilities Act; and FNS
Instruction 113-1, Civil Rights Compliance and Enforcement – Nutrition Programs and Activities)
All U.S. Departments, including the USDA are equal opportunity provider, employer, and lender.
Not a negotiable term. Failure to agree by answering YES will render your proposal non-responsive and it will not be
considered. I certify that in the performance of a contract with TIPS or its members, that our company will conform to
the foregoing anti-discrimination statement and comply with the cited and all other applicable laws and regulations.
Yes
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53 2 CFR PART 200 Contract Provisions Explanation
Required Federal contract provisions of Federal Regulations for Contracts for contracts with ESC Region 8 and
TIPS Members:
The following provisions are required to be in place and agreed if the procurement is funded in any part with federal
funds.
The ESC Region 8 and TIPS Members are the subgrantee or Subrecipient by definition. Most of the provisions are
located in 2 CFR PART 200 - Appendix II to Part 200—Contract Provisions for Non-Federal Entity Contracts Under
Federal Awards at 2 CFR PART 200. Others are included within 2 CFR part 200 et al.
In addition to other provisions required by the Federal agency or non-Federal entity, all contracts made by the non-
Federal entity under the Federal award must contain provisions covering the following, as applicable.
54 2 CFR PART 200 Contracts
Contracts for more than the simplified acquisition threshold currently set at $250,000, which is the inflation adjusted
amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council
(Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in
instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as
appropriate.
Notice: Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region
8 and TIPS Members reserves all rights and privileges under the applicable laws and regulations with respect to this
procurement in the event of breach of contract by either party.
Does vendor agree?
Yes
55 2 CFR PART 200 Termination
Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be
effected and the basis for settlement. (All contracts in excess of $10,000)
Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and
TIPS Members reserves the right to terminate any agreement in excess
of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity
and up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and
TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement
process for convenience with 30 days notice in writing to the awarded vendor. The vendor
would be compensated for work performed and goods procured as of the termination date if for convenience of the
ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region
8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of
the ESC Region 8 and TIPS.
Does vendor agree?
No
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56 2 CFR PART 200 Clean Air Act
Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as
amended—Contracts and subgrants of amounts in excess of $250,000 must contain a provision that requires the
non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the
Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-
1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental
Protection Agency (EPA).
Pursuant to the Clean Air Act, et al above, when federal funds are expended by ESC Region 8 and TIPS Members,
ESC Region 8 and TIPS Members requires that the proposer certify that during the term of
an award by the ESC Region 8 and TIPS Members resulting from this procurement process the vendor agrees to
comply with all of the above regulations, including all of the terms listed and referenced therein.
Does vendor agree?
Yes
57 2 CFR PART 200 Byrd Anti-Lobbying Amendment
Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000
must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal
appropriated funds to pay any person or organization for influencing or attempting to influence an officer or
employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of
Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352.
Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any
Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.
Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and
TIPS Members requires the proposer certify that during the term and during the life of any contract with ESC Region
8 and TIPS Members resulting from this procurement process the vendor certifies to the terms included or
referenced herein.
Does vendor agree?
Yes
58 2 CFR PART 200 Federal Rule
Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42
U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental
Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in excess of
$250,000)
Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and
TIPS Members requires the proposer certify that in performance of the contracts, subcontracts, and subgrants of
amounts in excess of $250,000, the vendor will be in compliance with all applicable standards, orders, or
requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act
(33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15).
Does vendor certify that it is in compliance with the Clean Air Act?
Yes
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59 2 CFR PART 200 Procurement of Recovered Materials
A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must
comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and
Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the
Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered
materials practicable, consistent with
maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value
of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management
services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement
program for procurement of recovered materials identified in the EPA guidelines.
Does vendor certify that it is in compliance with the Solid Waste Disposal Act as described above?
Yes
60 2 CFR PART 200 Rights to Inventions
If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or
subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the
substitution of parties, assignment or performance of experimental, developmental, or research work under that
“funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights
to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and
Cooperative Agreements,” and any implementing regulations issued by the awarding agency.
Pursuant to the above, when the foregoing applies to ESC Region 8 and TIPS Members, Vendor certifies that
during the term of an award resulting from this procurement process, Vendor agrees to comply with all applicable
requirements as referenced in the Federal rule above.
Does vendor agree?
Yes
61 2 CFR PART 200 Domestic Preferences for Procurements
As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent
practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products,
or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other
manufactured products). The requirements of this section must be included in all subawards including all contracts
and purchase orders for work or products under this award. For purposes of 2 CFR Part 200.322, “Produced in the
United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stag
through the application of coatings, occurred in the United States. Moreover, for purposes of 2 CFR Part 200.322,
“Manufactured products” means items and construction materials composed in whole or in part of non-ferrous
metals such as aluminum, plastics and polymer-based products such as polyvinyl chloride pipe, aggregates such as
concrete, class, including optical fiber, and lumber.
Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, Vendor certifies
that to the greatest extent practicable Vendor will provide a preference for the purchase, acquisition, or use of
goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel,
cement, and other manufactured products).
Does vendor agree?
Yes
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62 2 CFR PART 200 Ban on Foreign Telecommunications
Federal grant funds may not be used to purchase equipment, services, or systems that use “covered
telecommunications” equipment or services as a substantial or essential component of any system, or as critical
technology as part of any system. “Covered telecommunications” means purchases from Huawei Technologies
Company or ZTE Corporation (or any subsidiary or affiliate of such entities), and video surveillance and
telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital
Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).
Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, Vendor certifies
that Vendor will not purchase equipment, services, or systems that use “covered telecommunications”, as defined
by 2 CFR §200.216 equipment or services as a substantial or essential component of any system, or as critical
technology as part of any system.
Does vendor agree?
Yes
63 Certification Regarding Lobbying
Applicable to Grants, Subgrants, Cooperative Agreements, and Contracts Exceeding $100,000 in Federal Funds
Submission of this certification is a prerequisite for making or entering into this transaction and is imposed by
section 1352, Title 31, U.S. Code. This certification is a material representation of fact upon which reliance was
placed when this transaction was made or entered into. Any person who fails to file the required certification shall
be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
The undersigned certifies, to the best of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person
for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or
employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal
contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement,
and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or
cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing
or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of
congress, or an employee of a Member of Congress in connection with this Federal grant or cooperative
agreement, the undersigned shall complete and submit Standard Form-LLL, “disclosure Form to Report Lobbying,”
in accordance with its instructions.
(3) The undersigned shall require that the language of this certification be included in the award documents for all
covered subawards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall
certify and disclose accordingly.
I HAVE NOT Lobbied per above
64 If you answered "I HAVE lobbied" to the above Attribute Question
If you answered "I HAVE lobbied" to the above Attribute question, you must download the Lobbying Report
"Standard From LLL, disclosure Form to Report Lobbying" which includes instruction on completing the form,
complete and submit it in the Response Attachments section as a report of the lobbying activities you performed or
paid others to perform.
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65 Subcontracting with Small and Minority Businesses, Women's Business Enterprises, and Labor Surplus
Area Firms.
Do you ever anticipate the possibility of subcontracting any of your work under this award if you are successful?
IF NO, DO NOT ANSWER THE NEXT ATTRIBUTE QUESTION. . IF YES, and ONLY IF YES, you must answer the
next question YES if you want a TIPS Member to be authorized to spend Federal Grant Funds for Procurement.
NO
66 ONLY IF YES TO THE PREVIOUS QUESTION OR if you ever do subcontract any part of your
performance under the TIPS Agreement, do you agree to comply with the following federal
requirements?
ONLY IF YES TO THE PREVIOUS QUESTION OR if you ever do subcontract any part of your performance under
the TIPS Agreement,
do you agree to comply with the following federal requirements?
Federal Regulation 2 CFR §200.321 Contracting with small and minority businesses, women's business enterprises,
and labor surplus area firms. (a)The non-Federal entity must take all necessary affirmative steps to assure that
minority businesses, women's business enterprises, and labor surplus area firms are used when possible.
(b) Affirmative steps must include:
(1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists;
(2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are
potential sources;
(3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum
participation by small and minority businesses, and women's business enterprises;
(4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and
minority businesses, and women's business enterprises;
(5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration
and the Minority Business Development Agency of the Department of Commerce ; and
(6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs(1)
through (5) of this section.
No response
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67 Indemnification
The ESC Region 8 and TIPS is a Texas Political Subdivision and a local governmental entity; therefore, is prohibited
from
indemnifying third parties pursuant to the Texas Constitution (Article 3, Section 52) except as specifically provided
by law or as
ordered by a court of competent jurisdiction. A provision in a contract to indemnify or hold a party harmless is a
promise to pay for
any expenses the indemnified party incurs, if a specified event occurs, such as breaching the terms of the contract
or negligently
performing duties under the contract. Article III, Section 49 of the Texas Constitution states that "no debt shall be
created by or on
behalf of the State ... " The Attorney General has counseled that a contractually imposed obligation of indemnity
creates a "debt" in
the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Contract clauses which require the System or
institutions to
indemnify must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of
Texas." Liquidated
damages, attorney's fees, waiver of vendor's liability, and waiver of statutes of limitations clauses should also be
deleted or qualified
with "to the extent permitted by the Constitution and laws of State of Texas."
Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do
you agree
to these terms?
Yes
68 Remedies
The parties shall be entitled to exercise any right or remedy available to it either at law or in equity, subject to the
choice of law, venue
and service of process clauses limitations agreed herein. Nothing in this agreement shall commit the TIPS to an
arbitration resolution
of any disagreement under any circumstances. Any Claim arising out of or related to the Contract, except for those
specifically waived
under the terms of the Contract, may, after denial of the Board of Directors, be subject to mediation at the request
of either party. Any
issues not resolved hereunder MAY be referred to non-binding mediation to be conducted by a mutually agreed
upon mediator as a
prerequisite to the filing of any lawsuit over such issue(s). The parties shall share the mediator’s fee and any
associated filing fee
equally. Mediation shall be held in Camp or Titus County, Texas. Agreements reached in mediation shall be reduced
to writing, and
will be subject to the approval by the District's Board of Directors, signed by the Parties if approved by the Board of
Directors, and, if
signed, shall thereafter be enforceable as provided by the laws of the State of Texas.
Do you agree to these terms?
Yes, I Agree
69 Remedies Explanation of No Answer
No response
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70 Choice of Law
The agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this
procurement process, however described, shall be governed by, construed and enforced in accordance with the
laws of the State of Texas, regardless of any conflict of laws principles.
THIS DOES NOT APPLY to a vendor's agreement entered into with a TIPS Member, as the Member may be located
outside Texas.
Do you agree to these terms?
Agreed
71 Venue, Jurisdiction and Service of Process
Any proceeding, involving Region 8 ESC or TIPS, arising out of or relating to this procurement process or any
contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent
jurisdiction in Camp County, 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 any 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. Process in
any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world.
Any dispute resolution process other than litigation shall have venue in Camp County or Titus County Texas.
Do you agree to these terms?
Agreed
72 Infringement(s)
The successful vendor will be expected to indemnify and hold harmless the TIPS and its employees, officers,
agents, representatives, contractors, assignees and designees from any and all third party claims and judgments
involving infringement of patent, copyright, trade secrets, trade or service marks, and any other intellectual or
intangible property rights attributed to or claims based on the Vendor's proposal or Vendor’s performance of
contracts awarded and approved.
Do you agree to these terms?
Yes, I Agree
73 Infringement(s) Explanation of No Answer
No response
74 Contract Governance
Any contract made or entered into by the TIPS is subject to and is to be governed by Section 271.151 et seq, Tex
Loc Gov't Code. Otherwise, TIPS does not waive its governmental immunities from suit or liability except to the
extent expressly waived by other applicable laws in clear and unambiguous language.
Yes
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75 Payment Terms and Funding Out Clause
Payment Terms:
TIPS or TIPS Members shall not be liable for interest or late payment fees on past-due balances at a rate higher
than permitted by the laws or regulations of the jurisdiction of the TIPS Member.
Funding Out Clause:
Vendor agrees to abide by the laws and regulations, including Texas Local Government Code § 271.903, or any
statutory or regulatory limitations of the jurisdiction of any TIPS Member which governs contracts entered into by the
Vendor and TIPS or a TIPS Member that requires all contracts approved by TIPS or a TIPS Member are subject to
the budgeting and appropriation of currently available funds by the entity or its governing body.
See statute(s) for specifics or consult your legal counsel.
Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered.
Do you agree to these terms?
Yes
76 Insurance and Fingerprint Requirements Information
Insurance
If applicable and your staff will be on TIPS member premises for delivery, training or installation etc. and/or with an
automobile, you must carry automobile insurance as required by law. You may be asked to
provide proof of insurance.
Fingerprint
It is possible that a vendor may be subject to Chapter 22 of the Texas Education Code. The Texas Education Code,
Chapter 22, Section 22.0834. Statutory language may be found at: http://www.statutes.legis.state.tx.us/
If the vendor has staff that meet both of these criterion:
(1) will have continuing duties related to the contracted services; and
(2) has or will have direct contact with students
Then you have ”covered” employees for purposes of completing the attached form.
TIPS recommends all vendors consult their legal counsel for guidance in compliance with this law. If you have
questions on how to comply, see below. If you have questions on compliance with this code section, contact the
Texas Department of Public Safety Non-Criminal Justice Unit, Access and Dissemination Bureau, FAST-FACT at
NCJU@txdps.state.tx.us and you should send an email identifying you as a contractor to a Texas Independent
School District or ESC Region 8 and TIPS. Texas DPS phone number is (512) 424-2474.
See form in the next attribute to complete entitled:
Texas Education Code Chapter 22 Contractor Certification for Contractor Employees
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77 Texas Education Code Chapter 22 Contractor Certification for Contractor Employees
Introduction: Texas Education Code Chapter 22 requires entities that contract with school districts to provide
services to obtain criminal history record information regarding covered employees. Contractors must certify to the
district that they have complied. Covered employees with disqualifying criminal histories are prohibited from serving
at a school district.
Definitions: Covered employees: Employees of a contractor or subcontractor who have or will have continuing
duties related to the service to be performed at the District and have or will have direct contact with students. The
District will be the final arbiter of what constitutes direct contact with students. Disqualifying criminal history: Any
conviction or other criminal history information designated by the District, or one of the following offenses, if at the
time of the offense, the victim was under 18 or enrolled in a public school:
(a) a felony offense under Title 5, Texas Penal Code; (b) an offense for which a defendant is required to register as
a sex offender under Chapter 62, Texas Code of Criminal Procedure; or (c) an equivalent offense under federal law
or the laws of another state.
I certify that:
NONE (Section A) of the employees of Contractor and any subcontractors are covered employees, as defined
above. If this box is checked, I further certify that Contractor has taken precautions or imposed conditions to ensure
that the employees of Contractor and any subcontractor will not become covered employees. Contractor will
maintain these precautions or conditions throughout the time the contracted services are provided.
OR
SOME (Section B) or all of the employees of Contractor and any subcontractor are covered employees. If this box
is checked, I further certify that:
(1) Contractor has obtained all required criminal history record information regarding its covered employees. None
of the covered employees has a disqualifying criminal history.
(2) If Contractor receives information that a covered employee subsequently has a reported criminal history,
Contractor will immediately remove the covered employee from contract duties and notify the District in writing within
3 business days.
(3) Upon request, Contractor will provide the District with the name and any other requested information of covered
employees so that the District may obtain criminal history record information on the covered employees.
(4) If the District objects to the assignment of a covered employee on the basis of the covered employee's criminal
history record information, Contractor agrees to discontinue using that covered employee to provide services at the
District.
Noncompliance or misrepresentation regarding this certification may be grounds for contract termination.
Some
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78 Texas Business and Commerce Code § 272 Requirements as of 9-1-2017
SB 807 prohibits construction contracts to have provisions requiring the contract to be subject to the laws of
another state, to be required to litigate the contract in another state, or to require arbitration in another state. A
contract with such provisions is voidable. Under this new statute, a “construction contract” includes contracts,
subcontracts, or agreements with (among others) architects, engineers, contractors, construction managers,
equipment lessors, or materials suppliers. “Construction contracts” are for the design, construction, alteration,
renovation, remodeling, or repair of any building or improvement to real property, or for furnishing materials or
equipment for the project. The term also includes moving, demolition, or excavation. BY RESPONDING TO THIS
SOLICITATION, AND WHEN APPLICABLE, THE PROPOSER AGREES TO COMPLY WITH THE TEXAS BUSINESS
AND COMMERCE CODE § 272 WHEN EXECUTING CONTRACTS WITH TIPS MEMBERS THAT ARE TEXAS
GOVERNMENT ENTITIES.
79 Texas Government Code 2270 Verification Form
Texas Government Code 2270 Verification Form
If (a) Vendor is not a sole proprietorship; (b) Vendor has ten (10) or more full-time employees; and (c) this
Agreement has a value of $100,000 or more, the following certification shall apply; otherwise, this certification is not
required. Pursuant to Chapter 2270 of the Texas Government Code, the Vendor hereby certifies and verifies that
neither the Vendor, nor any affiliate, subsidiary, or parent company of the Vendor, if any (the "Vendor Companies"),
boycotts Israel, and the Vendor agrees that the Vendor and Vendor Companies will not boycott Israel during the
term of this Agreement. For purposes of this Agreement, the term "boycott" shall mean and include refusing to deal
with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic
harm on, or limit commercial relations with Israel, or with a person or entity doing business in Israel or in an Israeli-
controlled territory, but does not include an action made for ordinary business purposes.
Our entity further certifies that it is is not listed on and we do not do business with companies that are on the Texas
Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153
found at https://comptroller.texas.gov/purchasing/docs/foreign-terrorist.pdf
I swear and affirm that the above is true and correct.
YES
80 Logos and other company marks
Please upload your company logo to be added to your individual profile page on the TIPS website. If any particular
specifications are required for use of your company logo, please upload that information under the "Logo and Other
Company Marks" section under the “Response Attachment” tab. Preferred Logo Format: 300 x 225 px - .png, .eps,
.jpeg preferred
Potential uses of company logo:
* Your Vendor Profile Page of TIPS website
* Potentially on TIPS website scroll bar for Top Performing Vendors
* TIPS Quarterly eNewsletter sent to TIPS Members
* Co-branding Flyers and or email blasts to our TIPS Members (Permission and approval will be obtained before
publishing)
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81 Solicitation Deviation/Compliance
Does the vendor agree with the General Conditions Standard Terms and
Conditions or Item Specifications listed in this proposal invitation?
Yes
82 Solicitation Exceptions/Deviations Explanation
If the bidder intends to deviate from the General Conditions Standard Terms and Conditions or Item Specifications
listed in this proposal invitation, all such deviations must be listed on this attribute, with complete and detailed
conditions and information included or attached.
TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any
bid based upon any deviations indicated below or in any attachments or inclusions.
In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the
Standard Terms and Conditions, Item Specifications, and all other information contained in this Solicitation.
No response
83 Agreement Deviation/Compliance
Does the vendor agree with the language in the Vendor Agreement?
No
84 Agreement Exceptions/Deviations Explanation
If the proposing Vendor desires to deviate form the Vendor Agreement language, all such deviations must be listed
on this attribute, with complete and detailed conditions and information included. TIPS will consider any deviations in
its proposal award decisions, and TIPS reserves the right to accept or reject any proposal based upon any
deviations indicated below. In the absence of any deviation entry on this attribute, the proposer assures TIPS of
their full compliance with the Vendor Agreement.
Details of deviations are attached titled 9 - Cover Letter, Exceptions, and Sample Agreements. In addition, for
some of our MRO services, we do require a separate contract with other terms and conditions to be signed
between Cintas and the TIPS member. Those sample agreements are included in this attachment.
85 Felony Conviction Notice
Texas Education Code, Section 44.034, Notification of Criminal History, Subsection (a), states “a person or business
entity that enters into a contract with a school district must give advance notice to the district if the person or an
owner or operator of the business entity has been convicted of a felony. The notice must include a general
description of the conduct resulting in the conviction of a felony.” Subsection (b) states “a school district may
terminate a contract with a person or business entity if the district determines that the person or business entity
failed to give notice as required by Subsection (a) or misrepresented the conduct resulting in the conviction. The
district must compensate the person or business entity for services performed before the termination of the
contract.” (c) This section does not apply to a publicly held corporation. The person completing this proposal
certifies that they are authorized to provide the answer to this question.
Select A., B. or C.
A. My firm is a publicly held corporation; therefore, this reporting requirement is not applicable.
OR B.My firm is not owned nor operated by anyone who has been convicted of a felony, OR
C. My firm is owned or operated by the following individual(s) who has/have been convicted of a felony. (if you
answer C below, you are required to provide information in the next attribute.
A. Firm is a publicly held corporation.
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86 If you answered C. My Firm is owned or operated by a felon to the previous question, you are
REQUIRED TO ANSWER THE FOLLOWING QUESTIONS.
If you answered C. My Firm is owned or operated by a felon to the previous question, you must provide the following
information.
1. Name of Felon(s)
2. The named person's role in the firm, and
3. Details of Conviction(s).
No response
87 Long Term Cost Evaluation Criterion # 4.
READ CAREFULLY and see in the RFP document under "Proposal Scoring and Evaluation".
Points will be assigned to this criterion based on your answer to this Attribute. Points are awarded if you agree not
increase your catalog prices (as defined herein) more than X% annually over the previous year for the life of the
contract, unless an exigent circumstance exists in the marketplace and the excess price increase which exceeds X%
annually is supported by documentation provided by you and your suppliers and shared with TIPS, if requested. If
you agree NOT to increase prices more than 5%, except when justified by supporting documentation, you are
awarded 10 points; if 6% to 14%, except when justified by supporting documentation, you receive 1 to 9 points
incrementally. Price increases 14% or greater, except when justified by supporting documentation, receive 0 points.
increases will be 5% or less annually per question
88 Required Confidentiality Claim Form
Required Confidentiality Claim Form
This completed form is required by TIPS. By submitting a response to this solicitation you agree to download from
the “Attachments” section, complete according to the instructions on the form, then uploading the completed form,
with any confidential attachments, if applicable, to the “Response Attachments” section titled “Confidentiality Form”
in order to provide to TIPS the completed form titled, “CONFIDENTIALITY CLAIM FORM”. By completing this
process, you provide us with the information we require to comply with the open record laws of the State of Texas as
they may apply to your proposal submission. If you do not provide the form with your proposal, an award will not be
made if your proposal is qualified for an award, until TIPS has an accurate, completed form from you.
Read the form carefully before completing and if you have any questions, email Rick Powell at TIPS at
rick.powell@tips-usa.com
89 Choice of Law clauses with TIPS Members
If the vendor is awarded a contract with TIPS under this solicitation, the vendor agrees to make any Choice of Law
clauses in any contract or agreement entered into between the awarded vendor and with a TIPS member entity to
read as follows: "Choice of law shall be the laws of the state where the customer resides" or words to that effect.
Agreed
90 Venue of dispute resolution with a TIPS Member
In the event of litigation or use of any dispute resolution model when resolving disputes with a TIPS member entity
as a result of a transaction between the vendor and TIPS or the TIPS member entity, the Venue for any litigation or
other agreed upon model shall be in the state and county where the customer resides unless otherwise agreed by
the parties at the time the dispute resolution model is decided by the parties.
Agreed
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91 Automatic renewal of contracts or agreements with TIPS or a TIPS member entity
This clause DOES NOT prohibit multiyear contracts or agreements with TIPS member entities.
Because TIPS and TIPS members are governmental entities subject to laws that control appropriations of funds
during their fiscal years for contracts and agreements to provide goods and services, does the Vendor agree to limit
any automatic renewal clauses of a contract or agreement executed as a result of this TIPS solicitation award to not
longer than "month to month" and at the TIPS contracted rate.
Agreed
92 Indemnity Limitation with TIPS Members
Texas and other states restrict by law or state Constitution the ability of a governmental entity to indemnify others.
TIPS requires that any contract entered into between a vendor and TIPS or a TIPS Member as a result of an award
under this Solicitation limit the requirement that the Customer indemnify the Vendor by either eliminating any such
indemnity requirement clauses in any agreements, contracts or other binding documents OR by prefacing all
indemnity clauses required of TIPS or the TIPS Member entity with the following: "To the extent permitted by the laws
or the Constitution of the state where the customer resides, ".
Agreement is a required condition to award of a contract resulting from this Solicitation.
Agreed
93 Arbitration Clauses
Except for certain circumstances, TIPS forbids a mandatory arbitration clause in any contract or agreement entered
into between the awarded vendor with TIPS or a TIPS member entity. Does the vendor agree to exclude any
arbitration requirement in any contracts or agreement entered into between TIPS or a TIPS member entity through
an awarded contract with TIPS?
Agreed
94 Required Vendor Sales Reporting
By responding to this Solicitation, you agree to report to TIPS all sales made under any awarded Agreement with
TIPS. Vendor is required to report all sales under the TIPS contract to TIPS. If the TIPS Member entity requesting a
price from the awarded Vendor requests the TIPS contract, Vendor must include the TIPS Contract number on any
communications with the TIPS Member entity. If awarded, you will be provided access to the Vendor Portal. To
report sales, login to the TIPS Vendor Portal and click on the PO’s and Payments tab. Pages 3-7 of the Vendor
Portal User Guide will walk you through the process of reporting sales to TIPS. 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 accounting@tips-usa.com. The Vendor or vendor assigned dealers are responsible for keeping record of all
sales that go through the TIPS Agreement and submitting same to TIPS.
95 Upload of Current W-9 Required
Please note that you are required by TIPS to upload a current W-9 Internal Revenue Service (IRS) Tax Form for
your entity. This form will be utilized by TIPS to properly identify your entity. Additionally, if not designated
“Confidential” in your proposal response, this W-9 may be accessed by TIPS Members for the purpose of making
TIPS purchases from you in the event that you are awarded. If you wish to designate your required W-9
confidential, please do so according to the terms of the Confidentiality Claim Form which is an attachment to this
solicitation.
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