Ordinance No. 16,386 (Item 5.j.)ORDINANCE NO. 16,386
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING THE PAYMENT OF FIVE HUNDRED FIFTY THOUSAND ONE
AND 95/100 DOLLARS ($550,001.95) TO INTERMOUNTAIN SLURRY SEAL, INC.,
THROUGH THE INTERLOCAL PURCHASING SYSTEM ("TIPS"), CONTRACT
#250503, FOR THE PURCHASE OF INSTALLATION AND MICRO -SURFACING
SERVICES FOR THE 2026 PRESERVATION PROJECT; MAKING OTHER
PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE
DATE THEREOF.
WHEREAS, the City Council of the City of Baytown is a member of The Interlocal Purchasing
System, which authorizes such system to take bids for certain items and for the City of Baytown to make
purchases based upon bids received; and
WHEREAS, The Interlocal Purchasing System ("TIPS") is such a program, allowing the purchase
of products and/or services in an efficient, cost effective, and competitive procurement method; and
WHEREAS, the City of Baytown, in making a purchase under a state contract through such
cooperative purchasing program, satisfies state law requiring competitive bids for the purchase of the item
or service; NOW THEREFORE;
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes the
payment of FIVE HUNDRED FIFTY THOUSAND ONE AND 95/100 DOLLARS ($550,001.95) to
Intermountain Slurry Seal, Inc. through The Interlocal Purchasing System (TIPS), Contract #250503, for
the purchase of installation and micro -surfacing services for the 2026 Preservation Project.
Section 2: That the City Council of the City of Baytown, Texas, hereby authorizes the City
Manager to execute and the City Clerk to Attest to a Supplemental Agreement for Micro -Surfacing and
Related Services to serve as a supplemental agreement to TIPS Contract #250503. A copy of said
agreement is attached hereto, marked Exhibit "A" and incorporated herein for all intents and purposes.
Section 3: That pursuant to the provisions of Texas Local Government Code Annotated
§252.048, the City Manager is hereby granted general authority to approve any change order involving a
decrease or an increase in costs of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) or less,
provided that the original contract price specified in Section 1 may not be increased by more than twenty-
five percent (25%) or decreased by more than twenty-five percent (25%) without the consent of the
contractor to such decrease.
Section 4: This ordinance shall take effect immediately from and after its passage by the City
Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote f the Z:ounci of the City of
Baytown this the 22"d day of January, 2026.
ARLES JO Mayor
ATTEST:
t. VTO
ANGEL SON, City Clcrk''�,'
Y
APPROVED S O FORM: m �7
SCOTT LEMgND, City Attorni
R:\Ordinances and Resolutions\Ordinance Drafts\2026-1-22\Ordinance Authorizing Payment to Intermountain Slurry Seal via TIPS for 2026 Perservation
Project.kh.docx
SUPPLEMENTAL AGREEMENT FOR MICRO -SURFACING AND RELATED SERVICES
STATE OF TEXAS §
COUNTY OF HARRIS §
This Agreement (this "Agreement") is entered, into by and between Intermountain Slurry Seal, Inc,
(hereinafter "Vendor") and the City of Baytown, a home -rule municipality located in Harris and
Chambers Counties, Texas (the "City").
1. Scope of Services/Vendor Fees
a. This Agreement authorizes Vendor to perform micro -surfacing and related services
for the City of Baytown 2026 Preservation Project (the "Work") for and on behalf
of the City as specified in the Scope of Work attached as Exhibit "A."
b. This agreement is a supplemental agreement to TIPS Vendor Contract 250503.
C. This Agreement shall commence on the date of execution by the City Manager or
his designee and (if not terminated in accordance with paragraph 10) shall
terminate:
® upon completion of the Work in accordance with this Agreement, including
Exhibits;
❑ number of months/days (spelled out) (number of months/days [numerical])
months/days following execution by the City Manager or his designee,
allowing for up to number of renewals (spelled out) annual renewals;
b the earlier of (a) completion of the Work in accordance with this Agreement,
including Exhibits; (b) number of months/days (spelled out) (number of
months/days [numerical]) months/days following execution by the City
Manager or his designee, allowing for up to number of renewals (spelled out)
annual renewals.
d. The scope of the Work is detailed in Exhibit "A."
e. The time schedules for the Work are specified in Exhibit "B."
f. Vendor has agreed to execute a payment bond in the amount of FIVE HUNDRED
FIFTY THOUSAND ONE AND 95/100 DOLLARS ($550,001.95) and
performance bond in the amount of FIVE HUNDRED FIFTY THOUSAND ONE
AND 95/100 DOLLARS ($550,001.95) in relation to the Work to be completed
under the terms of this agreement. Notwithstanding Section 6 below, the Work
authorized by this Agreement shall not commence unless and until the City receives
from the Vendor an executed payment bond and performance bond. The executed
payment and performance bonds shall be attached hereto as Exhibit "C" and "D",
respectively, and incorporated herein.
g. Each of these Exhibits "A" through "D" is incorporated into this Agreement by
reference for all purposes.
2. Compensation and Fees
a. The City shall pay the Vendor based upon detailed invoices submitted by the
Vendor based upon the following:
i.
Micro -surfacing Ty III (scratch)
.................................................$62,998.65
ii.
Micro -surfacing Ty III (surface)
..................................................$422,403.30
iii.
Mobilization for Micro Crew.........................................................$44,800.00
iv.
Notifying Residents.........................................................................$4,950.00
V.
Traffic Control Superintendent......................................................$111880.00
vi.
- Pilot Car...........................................................................................$2,970.00
vii.
Total Not to Exceed...................................................................$550,001.95
b. If this Agreement allows for annual renewals, Compensation and Fees ❑ shall /
❑ shall not increase annually based upon year-to-year changes in the Consumer
Price Index Urban ("CPIU"). CPIU increases under this agreement shall be
adjusted to reflect the CPIU sixty-four (64) days prior to the effective date of the
renewed contract. Vendor understands and agrees that CPIU increases under this
Agreement are not automatic. Vendor shall not be entitled to a CPIU increase
unless, at least sixty-four (64) days prior to the effective date of each renewed
contract, Vendor notifies the City, in writing in accordance with Paragraph 1(b), of
its desire to obtain' a CPIU increase.
C. Vendor shall not exceed the fixed contractual amount without written authorization
in the form of a contract amendment.
d. Vendor shall invoice based upon total services actually completed during the
applicable month. Invoices and all required or requested backup information shall
be tendered no more often than once a month. Vendor shall not invoice the City
for services or expenses that were incurred more than sixty (60) days before the
date of the invoice. Failure to timely invoice the City for services or expenses shall
result in Vendor's invoice being denied.
e. In the event of a disputed or contested invoice, the City may withhold from payment
that portion so disputed or contested, and the undisputed portion will be paid.
f. The City shall pay Vendor the maximum rate permitted by Chapter 2251 of the
Texas Government Code on any past due payment not received within 3 0 days after
the payment due date. In accordance with § 2251.043, in a formal administrative
or judicial action to collect an invoice payment or interest due under this chapter,
Agreement for Services, Page 2 revised 10.1.2025
the opposing party, which may be the City or Vendor, shall pay the reasonable
attorney fees of the prevailing party.
3. Personnel of Vendor
a. Vendor's Project Manager
Vendor shall designate Kevin Harris, to serve as Project Manager for the Work
performed under this Agreement. Any change of Project Manager shall require
thirty (30) days advance written approval from the City's Representative.
b. Data on Vendor's Employees
Prior to commencement of the Work, Vendor shall forward to the City a detailed
resume of the personnel that will be assigned to the Work.
d. Rejection of Vendor's Employees
The City reserves the right to approve or reject from the Work any employees of
Vendor.
4. Designation and Duties of the City's Representative
a. The Director of Public Works and Engineering or his/her designee shall, act as the
City's Representative.
b. The City's Representative shall use his/her best efforts to provide nonconfidential
City records for Vendor's use. However, the City does not guarantee the accuracy
or correctness of the documents so provided. Notwithstanding the foregoing,
Vendor shall be entitled to use and rely upon information provided by the City in
performing the services required under this Agreement only to the extent and level
specified by the City in writing for each document provided. Nothing contained
herein shall be construed to require the City to provide such records in any certain
format. The format in which the existing data and documentation will be provided
shall be at the sole discretion of the City.
5. Standards of Performance
a. Vendor shall perform all services under this Agreement with the care and skill
ordinarily used by members of Vendor's profession practicing under the same or
similar circumstances, time and locality. Opinion of probable costs shall be based
upon the Vendor's experience and represent its best judgment as an experienced and
skilled practitioner. Each submittal of opinion of probable cost shall be
commensurate with the project design.
Vendor shall be responsible for the accuracy of its services and documents
resulting therefrom, and the City shall not be responsible for discovering
deficiencies therein. Vendor shall correct such deficiencies without additional
compensation.
Agreement for Services, Page 3 revised 10.1.2025
b. Codes and Standards
All references to codes, standards, environmental regulations and/or
material specifications shall be to the latest revision, including all effective
supplements or addenda thereto, as of the date that the requestor for Work
is made by the City.
ii. The Work shall be designed and furnished in accordance with the most
current codes and/or standards adopted by city, state, or federal government
or in general custom and usage by the profession -and shall comply with
Texas Department of Licensing and Regulation's rules and regulations.
The codes and standards used in the profession set forth minimum
requirements. These may be exceeded by the Vendor if superior methods
are available for successful completion of the Work. Any alternative codes
or regulations used shall have requirements that are equivalent or better
than those in the above -listed codes and regulations. Vendor shall state the
alternative codes and regulations used.
iv. Vendor agrees the services it provides as an experienced and qualified
security technology company will reflect the professional standards,
procedures and performances common in the industry for this project.
Vendor further agrees that any analysis, reports, preparation of drawings,
the designation or selection of materials and equipment, the selection and
supervision of personnel and the performance of other services under this
Agreement will be pursuant to the standard of performance common in the
profession.
V. Vendor shall promptly correct any defects caused by Vendor or materials
used by Vendor at no cost to City. The City's approval, acceptance, use of
or payment for all or any part of Vendor's services hereunder or of the Work
itself shall in no way alter Vendor's obligations or the City's rights under
this Agreement. As applicable, Vendor shall provide the City with record
"as -built" drawings relating to the Work in an electronic format that is
acceptable to the City. City shall be in receipt of record drawings, if
applicable, prior to final payment.
6. Schedule
Vendor shall not proceed with the Work or any stage thereof until written notice to proceed is
provided by the City's Representative.
7. Insurance
Vendor shall procure and maintain at its sole cost and expense for the duration of the Agreement,
insurance against claims for injuries to persons or damages to property which may arise from or in
Agreement for Services, Page 4 revised 10.1.2025
connection with the performance of the Work hereunder by Vendor, its agents, representatives,
volunteers, employees or subcontractors.
a. Vendor's insurance coverage shall be primary insurance with respect to the City, its.
officials, employees and agents. Any insurance or self-insurance maintained by the
City, its officials, employees or agents shall be considered in excess of Vendor's
insurance and shall not contribute to it. Further, Vendor shall include all
subcontractors, agents and assigns as additional insureds under its policy or shall
furnish separate certificates and endorsements for each such person or entity. All
coverages for subcontractors and assigns shall be subject to all of the requirements
stated herein.
The following is a list of standard insurance policies along with their respective
minimum coverage amounts required in this Agreement:
Commercial General Liability
• General Aggregate: $2,000,000
• Products & Completed Operations Aggregate: $2,000,000
• Personal & Advertising Injury: $1,000,000
• Per Occurrence: $1,000,000
• Fire Damage $500,000
• Waiver of Subrogation required
• Coverage shall be broad form
• No coverage shall be deleted from standard policy without
notification of individual exclusions being attached for review and
acceptance.
ii. Business Automobile Policy
• Combined Single Limits: $1,000,000
• Coverage for "Any Auto"
• Waiver of Subrogation required
iii. Errors and Omissions
• Limit: $1,000,000 for this project
• Claims -made form is acceptable
• Coverage will be in force for one (1) year after completion of the
Project
• Waiver of Subrogation required
iv. Workers' Compensation
• Statutory Limits
• Employer's Liability $500,000
• Waiver of Subrogation required
b. The following shall be applicable to all policies of insurance
required herein:
Agreement for Services, Page 5 revised 10.1.2025
Insurance carrier for all liability policies must have an A.M. Best Rating
of A: VIII or better.
ii. Only insurance carriers licensed and admitted to do business in the State
of Texas will be accepted.
iii. Liability policies must be on occurrence form. Errors and Omissions can
be on claims -made form.
iv. Each insurance policy shall be endorsed to state that coverage shall not be
suspended, voided, canceled or reduced in coverage or in limits except
after thirty (30) days prior written notice by mail, return receipt requested,
has been given to the City.
V. The City, its officers, agents and employees are to be added as Additional
Insureds to all liability policies, with the exception of the Workers'
Compensation and Errors and Omissions Policies required herein.
vi. Upon request and without cost to the City, certified copies of all insurance
policies and/or certificates of insurance shall be furnished to the City.
vii. Upon request and without cost to the City, loss runs (claims listing) of any
and/or all insurance coverages shall be furnished to the City.
viii. All insurance required herein shall be secured and maintained in a
company or companies satisfactory to the City, and shall be carried in the
name of Vendor. Vendor shall provide copies of insurance policies and
endorsements required hereunder to the City on or before the effective date
of this Agreement.
8. Indemnification and Release
VENDOR AGREES TO AND SHALL INDEMNIFY AND HOLD
HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
AND EMPLOYEES (HEREINAFTER REFERRED TO AS THE
"CITY") FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES,
DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF
EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION,
COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR
DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY OR
FOR ANY BREACH OF CONTRACT TO THE EXTENT ARISING
OUT OF OR IN CONNECTION WITH AN ACT OF NEGLIGENCE,
INTENTIONAL TORT, INTELLECTUAL PROPERTY
Agreement for Services. Page 6 revised 10,1,2025
INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR
SUPPLIER COMMITTED BY THE VENDOR OR THE VENDOR'S
AGENT, VENDOR UNDER CONTRACT, OR ANOTHER ENTITY'
OVER WHICH THE VENDOR EXERCISES CONTROL
(COLLECTIVELY, VENDOR'S PARTIES). IT IS THE EXPRESS
INTENTION OF THE PARTIES HERETO, BOTH VENDOR AND
THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS
PARAGRAPH IS INDEMNITY BY VENDOR TO INDEMNIFY AND
PROTECT THE CITY FROM THE CONSEQUENCES OF
VENDOR'S PARTIES' OWN WILLFUL MISCONDUCT, JOINT OR
SOLE NEGLIGENCE AS WELL AS THE VENDOR'S PARTIES'
INTENTIONAL TORTS, INTELLECTUAL PROPERTY
INFRINGEMENTS, AND FAILURES TO MAKE PAYMENTS
ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT. SUCH INDEMNITY SHALL NOT APPLY,
HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL
INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT
IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF ANY
PERSON OTHER THAN THE VENDOR'S PARTIES. IN THE
EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT
AGAINST THE CITY FROM WHICH THE CITY IS INDEMNIFIED,
VENDOR FURTHER AGREES AND COVENANTS TO DEFEND
THE ACTION OR PROCEEDING BY LEGAL COUNSEL
ACCEPTABLE TO THE CITY. THE INDEMNITY PROVIDED
HEREINABOVE SHALL SURVIVE THE TERMINATION AND/OR
EXPIRATION OF THIS AGREEMENT.
By this Agreement, the City does not consent to litigation or suit, and the City hereby
expressly revokes any consent to litigation that it may have granted by the terms of
this Agreement or any other contract or agreement, any charter, or applicable state
law. Nothing herein shall be construed so as to limit, or waive the City's sovereign
immunity. Vendor assumes full responsibility for its services performed hereunder
and hereby releases, relinquishes and discharges the City, its officers, agents, and
employees from all claims, demands, and causes of action of every kind and character,
including the cost of defense thereof, for any injury to or death of any person (whether
they be either of the parties hereto, their employees, or other third parties) and any
loss of or damage to property (whether the property be that of either of the parties
hereto, their employees, or other third parties) that is caused by or alleged to be
caused by, arising out of, or in connection with Vendor's services to be performed
hereunder. This release shall apply with respect to Vendor's services regardless of
whether said claims, demands, and causes of action are covered in whole or in part
by insurance.
Agreement for Services, Page 7 revised 10.1.2025
9. Subcontractors
Vendor shall receive written approval of the City's Representative prior to the use of any
subcontractors. A copy of all proposed contracts with subcontractors shall be given to the City
before execution of such contracts.
10. Termination of Vendor
The City, besides all other rights or remedies it may have, shall have the right to terminate this
Agreement without cause upon written notice from the City Manager or his designee to Vendor of
the City's election to do so. Furthermore, the City may immediately and without notice terminate
this Agreement if Vendor breaches this Agreement. A breach of this Agreement shall include, but
not be limited to, the following:
(a) failing to pay insurance premiums, liens, claims or other charges;
(b) failing to pay any payments due the city, state, or federal government from Vendor
or its principals, including, but not limited to, any taxes, fees, assessments, liens, or
any payments identified in this Agreement;
(c) the institution of voluntary or involuntary bankruptcy proceeding against Vendor;
(d) the dissolution of Vendor;
(e) refusing or failing to prosecute the Work or any separable part with the diligence
that will ensure its completion within the time specified in this Agreement;
(f) failing to complete the Work within the time period specified in this Agreement;
and/or
(g) the violation of any provision of this Agreement.
Upon .delivery of any notice of termination required herein, Vendor shall discontinue all services
in connection with the performance of the Agreement. Within ten (10) days after receipt of the
notice of termination, Vendor shall submit a final statement showing in detail the services
satisfactorily performed and accepted and all other appropriate documentation required herein for
payment of services. At the same time that the final statement is tendered to the City, Vendor
shall also tender to the City's Representative all of Vendor's instruments of service, including all
drawings, special provisions, field survey notes, reports, estimates, and any and all other
documents or work product generated by Vendor under this Agreement, whether complete or not,
in an acceptable form and format together with all unused materials supplied by the City. No final
payment will be made until all such instruments of service and materials supplied are so tendered.
If this Agreement is terminated for cause, Vendor shall be liable for any damage to the City
resulting therefrom. This liability includes any increased costs incurred by the City in completing
Vendor's services. The rights and remedies of the City in this section are in addition to any other
rights and remedies provided by law or under this Agreement.
11. Records
Within ten (10) days of the City's request and at no cost to the City, the City will be entitled to
review and receive a copy of all documents that indicate Work on the Project that is subject to this
Agreement.
Agreement for Services, Page 8 revised 10.1.2025
12. Supervision of Vendor
Vendor is an independent contractor, and the City neither reserves nor possesses any right to
control the details of the Work performed by Vendor under the terms of this Agreement.
13. Billing
The City shall have thirty (30) days to pay Vendor's invoices from the date of receipt of such
invoices and necessary backup information. All invoices must identify with specificity the Work
or services performed and the date(s) of such Work or services. In the event of a disputed or
contested invoice, the parties understand and agree that the City may withhold the portion so
contested, but the undisputed portion will be paid. Vendor shall invoice the City for Work
performed no more than once a month and may not invoice the City for Work not performed.
Invoices shall be received by the City no later than sixty (60) calendar days from the date Vendor
and/or its subcontractors perform the services or incur the expense. Failure by Vendor to comply
with this requirement shall result in Vendor's invoice being denied and the City being relieved
from any liability for payment of the late invoice.
14. Indebtedness
If Vendor, at any time during the term of this Agreement, incurs a debt, as that word is defined in
section 2-662 of the Code of Ordinances of the City of Baytown, it shall immediately notify the
City's Director of Finance in writing. If the City's Director of Finance becomes aware that Vendor
has incurred a debt, the City's Director of Finance shall immediately notify Vendor in writing. If
Vendor does not pay the debt within thirty (30) days of either such notification, the City's Director
of Finance may deduct funds in an amount equal to the debt from any payments owed to Vendor
under this Agreement, and Vendor waives any recourse therefor.
15. Verifications
If Vendor has ten (10) or more full-time employees and Vendor's total compensation under this
Agreement has a value of One Hundred Thousand Dollars ($100,000.00) or more, Vendor makes
the following verifications in accordance with Chapters 2271 and 2274 of the Texas Government
Code:
a. the Vendor does not boycott Israel and will not boycott Israel during the term of the
contract to be entered into with the City of Baytown;
b. the Vendor does not boycott energy companies and will not boycott energy
companies during the term of the contract to be entered into with the City of
Baytown; and
C. the Vendor does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association and will not
discriminate during the term of the contract against a firearm entity or firearm trade
association.
16. Governing Law
This Agreement has been made under and shall be governed by the laws of the State of Texas. The
parties further agree that performance and all matters related thereto shall be in Harris County,
Texas.
Agreement for Services, Page 9 revised 10.1.2025
17. Notices
Unless otherwise provided in this Agreement, any notice provided for or permitted to be given
must be in writing and delivered in person or by depositing same in the United States mail, postpaid
and registered or certified, and addressed to the party to be notified, with return receipt requested,
or by delivering the same to an officer of such party. Notice deposited in the mail as described
above shall be conclusively deemed to be effective, unless otherwise stated in this Agreement,
from and after the expiration of three (3) days after it is so deposited.
For the purpose of notice, the addresses of the parties shall be as follows unless properly changed
as provided for herein below:
For the City:
For Vendor:
CITY OF BAYTOWN
Attn: City Manager
P. O. Box 424
Baytown, Texas 77522-0424
INTERMOUNTAIN SLURRY SEAL, INC.
Attn: Kevin Harris
3145 National Circle
Garland, Texas 75041
Each party shall have the right from time to time at any time to change its respective address and
each shall have the right to specify a new address, provided that at least fifteen (15) days written
notice is given of such new address to the other party.
18. No Third -Party Beneficiary
This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit
Vendor and the City only. No person or entity not a signatory to this Agreement shall be entitled
to rely on Vendor's performance of its services hereunder, and no right to assert a claim against
Vendor by assignment of indemnity rights or otherwise shall accrue to a third party as a result of
this Agreement or the performance of Vendor's services hereunder.
19. No Right to Arbitration
Notwithstanding anything to the contrary contained in this Agreement, the City and Vendor hereby
agree that no claim or dispute between the City and Vendor arising out of or relating to this
Agreement shall be decided by any arbitration proceeding, including, without limitation, any
proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any applicable State
arbitration statute, including, but not limited to, the Texas General Arbitration Act, provided that
in the event that the City is subjected to an arbitration proceeding notwithstanding this provision,
Agreement for Services, Page 10 revised 10.1.2025
Vendor consents to be joined in the arbitration proceeding if Vendor's presence is required or
requested by the City of complete relief to be recorded in the arbitration proceeding. .
20. Cooperative Agreement
Vendor has been awarded a contract through The Interlocal Purchasing System for products and
services (contract number "TIPS 250503") of which the City is a member in good standing. The
goods to be purchased and/or services to be performed in connection with this Agreement are covered
by TIPS 250503 which is incorporated into this Agreement be reference for all purposes, except that,
in the event of any conflict between TIPS 250503 and this Agreement, or any of its Exhibits, this
Agreement and its Exhibits shall control over TIPS 250503.
21. Complete Agreement
This Agreement, inclusive of TIPS 250503, represents the entire and integrated Agreement
between the City and Vendor in regard to the subject matter hereof and supersedes all prior
negotiations, representations or agreements, whether written or oral, on the subject matter hereof.
This Agreement may only be amended by written instrument approved and executed by both of
the parties. The City and Vendor accept and agree to these terms.
22. Waiver
No waiver by either party to this Agreement of any term or condition of this Agreement shall be
deemed or construed to be a waiver of any other term or condition or subsequent waiver of the
same term or condition.
23. No Assignment
Vendor may not sell or assign all or part interest in this Agreement to another party or parties
without the prior express written approval of the City Manager or his designee of such sale or
assignment. The City may require any records or financial statements necessary in its opinion to
ensure such sale or assignment will be in the best interest of the City.
24. Headings
The headings used in this Agreement are for general reference only and do not have special
significance.
25. Severability
All parties agree that should any provision of this Agreement be determined to be invalid or
unenforceable, such determination shall not affect any other term of this Agreement, which shall
continue in full force and effect.
26. Ambiguities
In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for
or against any party hereto on the basis that such party did or did not author the same.
Agreement for Services, Page 11 revised 10.1.2025
27. Authority
The officers executing this Agreement on behalf of the parties hereby represent that such officers
have full authority to execute this Agreement and to bind the party he/she represents.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
multiple copies, each of which shall be deemed to be an original, but all of which shall constitute
but one and the same Agreement on the _ day of , 20_, the date of execution by
the City Manager or his designee of the City of Baytown.
ATTEST:
ANGELA JACKSON, City Clerk
APPROVED AS TO FORM:
(Signature)
(Printed Name)
(Title)
CITY OF BAYTOWN
JASON E. REYNOLDS, City Manager
VENDOR:
INTERMOUNTAIN SLURRY SEAL, INC
(Signature)
Paul Foster
(Printed Name)
Agreement for Services, Page 12 revised 10.1.2025
Vice President & Area Manager
(Title)
STATE OF Utah
COUNTY OF Salt Lake
Before me on this day personally appeared Paul Foster , in his/her
capacity as Vice President & Area Manager , on behalf of Intermountain Slurry Seal, Inc. ,
I
(check one)
known to me;
proved to me on the oath of
proved to me through his/her current
(description of identification card
or
or other document issued by the federal
government or any state government that contains the photograph and signature of
the acknowledging person)
to be the person whose name is subscribed to the foregoing instrument and acknowledged to me
that he/she executed the same for the purposes and consideration therein expressed.
SUBSCRIBED AND SWORN before me this 12th day of January , 2026.
N t Public in and for the State of Utah
r JANE NIELSON
E(Is
Notary Public - State of Utah a Comm. No. 730291
6 My Commission Expires on
Apr 28, 2027
RAKristin Holmes\Task Tracker Review\1009--Intermountain Sluny Mircosurfacing\ 1009_Agreement -Micro Surfacing -Baytown for 2026
Season -final sent to PWE.kh.docx
Agreement for Services, Page 13 revised 10.1.2025
INTERMOUNTAIN SLURRY SEAL, INC.
CERTIFICATE OF SECRETARY
RESOLVED, that, effective January 1, 2026 through December 31, 2026, the individuals
named on the attached Exhibit 1 are authorized to negotiate, execute and/or attest electronic and
paper documents and contracts necessary for the conduct of the Company's affairs with respect to
the submission and execution of construction project bids, bid proposals, bid addendaand all other
bid -related documents prepared and submitted on behalf of the Company not to exceed $75
million, relating to any and all domestic construction projects arising out of the Company's
operations.
RESOLVED FURTHER, that the authority provided for herein shall be in accordance with
applicable policies, procedures, and limits of authority previously -approved and the Granite
Construction Incorporated Delegation of Authority and Policy then in effect.
I, Ashley M. Stinson, do hereby certify that I am duly qualified as Assistant Secretary of
INTERMOUNTAIN SLURRY SEAL, INC., a Wyoming corporation (the "Company"); that the
foregoing is a true and correct copy of resolutions duly adopted effective January 1, 2026 by
written consent of the Board of Directors, held without a meeting as authorized by 17-16-821 of
the Wyoming Business Corporation act and the Bylaws of the Company; that the Directors acting
were duly and regularly elected; and that the resolution adopted has not been modified orrepealed
and is still in full force and effect.
Dated: January 1, 2026
Ashley M. Stinson
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EXHIBIT 1
AUTHORIZED SIGNERS
Intermountain Slurry Seal,'Inc.
California, Nevada, Utah, Northwest Area, and Texas
AUTHORIZED SIGNERS
Kyle Smith, President
Kelsie Goodwin, Vice President & Sr. Operations Finance Manager
Joshua Bowen, Vice President & Area Manager
Ken Walschlager, Area Manager
Gary R. Price, Vice President & Chief Estimator
Paul Foster, Vice President & Area Manager
Shawn Fielding, Project Manager
Shawn St. Jacques, Project Manager
AUTHORIZED SIGNERS (Not to exceed $10 million)
Nate Niemann, Project Manager
Charles K. Harris, Business Development Manager
ATTESTORS
Kyle Smith, President
Kelsie Goodwin, Vice President & Sr. Operations Finance Manager
Joshua Bowen, Vice President & Area Manager
Ken Walschlager, Area Manager
Gary R. Price, Vice President & Chief Estimator
Paul Foster, Vice President & Area Manager
Shawn Fielding, Project Manager
Shawn St. Jacques, Project Manager
Nathan Niemann, Project Manager
Charles K. Harris, Business Development Manager
Jane Nielson, Estimating Assistant
Exhibit A
Intermountain Slurry Seal, Inc
3145 National Cir
Garland, TX 75041
T 972.353.6236
r 972.353.6275
www.Graniteconstruction.com
December 8, 2025
Owner: City of Baytown TIPS Vendor Number 12067
Contact: Kevin Harvill TIPS Contract Number RFP 250503
Phone: 214.957.4879
Email: kevin.harvill@baytown.org
RE: Bid Response 12026 Preservation Project
Thank you for the opportunity to submit a formal quote to address the proposed work requested. our bid response for the
above referenced project. The schedule below is a breakdown of our quote:
Itern
Description
Quantity
Unit
Unit Pride
Total
1
Micro -surfacing Ty III
Scratch
12,727
SY
1 $4.95
$62,998.65
2
Micro -surfacing Ty III
Surface
85,334
SY
$4.95
$422,403.30
3
Mobilization for Micro Crew
400
MI
$140.00
$44,800.00
4
Notifying Residents
5
DAY
$990.00
$4,950.00
5
Traffic Control
Superintendent
4
DAY
$2,970.00
$11,880.00
6
Pilot Car
2
HR
$1,485.00
$2,970.00
$550,001.95
BID RESPONSE SPECIAL CONDITIONS AND/OR CLARIFICATIONS
1. Mutually agreeable commercial and legal contract terms will be negotiated with Owner.
2. We reserve the right to adjust our pricing based on final approved plans and/or permits, subject to approval by
the city.
3. Price is based on acceptance of this bid within thirty (30) calendar days.
4. This Proposal and Construction Contract is subject to the terms and conditions attached.
5. Intermountain is a Non -Union Contractor.
6. Addendums acknowledged:
7. Proposal above is considered a complete package and cannot be separated. If you wish to separate our
proposal, please call to discuss.
8. Intermountain's estimated duration: 6-7 Working Days (micro -surfacing),
9. Price good for 2026 Season only.
10. Work will be billed by actual area covered.
ASSUMPTIONS
1. Bid assumes one (1) mobilization, during which Intermountain can perform continuous construction activity to
complete the project. Additional mobs will be charged at $25,000.00 each, and require approval by the City.
2. Bid assumes a 5 day per week, 8 hour per day schedule. Work hours are assumed to be 7:00 AM to 5:00 PM.
3. Not responsible for lay out limits, to be done by prime contractor.
4. Not responsible for reflective cracking or sub -grade failure.
rlurr4'""1
INCLUSIONS
1. Labor and equipment for placement of Micro -surfacing
2. Traffic control to ISS Operations (City to assist with Traffic Control)
EXCLUSIONS
1. We exclude all professional engineering services, survey, permits, as -built drawings, and any utility fees.
2. Excessive cleaning not included (i.e., contractor debris, landscaping material, equipment tracking of mud, etc.)
3. Traffic Control Plans are excluded.
4. Pre sweeping prior to all operations, Post sweep after Scrub Seal
5. Adjustment of existing/new utilities is excluded.
6. Striping of any kind is excluded
7. Removal of Striping is to be performed by others.
8. Cleaning of cracks is excluded
9. Crack Sealing is excluded.
10. All work is excluded that is not specifically included in the items above.
We look forward to working together on this project. If you have any questions or concerns regarding this quote, please
call me at 682.229.0843, or e-mail me at Kevin.harris(agcinc.com.
Please sign and return this document so we can enter this project into our system and work it into our current
construction schedule.
Sincerely yours,
Kevin Harris
Business Development Manager
Intermountain Slurry Seal, Inc.
EXHIBIT B
Time Schedule
The time schedule for the Micro -Surfacing Services is for a period of 3-4 weeks, weather
pending. This time schedule starts upon the City's notice to proceed.