Common use of Freight Clause in Contracts

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” or “$0” or other similar indication. 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, or an authorized dealer, distributor or manufacturer for all products offered for sale to TIPS Members. All equipment proposed shall be new unless clearly stated in writing. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR AN EXHIBIT ATTACHED HERETO, THE VENDOR HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) WITH RESPECT TO THE WORK. Customer Support The Vendor shall provide timely and accurate customer support to TIPS Members. Vendors shall respond to such requests within one (1) working day after receipt of the request. Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase. (Unless training is a line item sold or packaged and must be purchased with product.) If a dispute arises concerning this Agreement, a meeting of the Parties shall be held within ten (10) business days, or as otherwise agreed by the Parties, after either Party gives the other Party written notice of the dispute (the "Dispute Notice"). The Dispute Notice shall set forth in reasonable detail the aggrieved Party’s position and its proposal for resolution of the dispute. A representative of each Party who has authority to resolve the dispute shall be in attendance at all meetings. If the dispute is not resolved within 30 calendar days or as otherwise agreed by the Parties, after the first meeting of the Parties, then either or any Party hereto may resort to any and all available judicial proceedings in a court of competent jurisdiction.

Freight. All quotes to members 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” or ”, “$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, or an authorized dealer, distributor or manufacturer for sell all products offered for sale to TIPS MembersMembers if the offering is included in the Request for Proposal (“RFP”) category. All equipment goods proposed and sold shall be new unless clearly stated in writing. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR AN EXHIBIT ATTACHED HERETO, THE VENDOR HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) WITH RESPECT TO THE WORK. Customer Support The Vendor shall provide timely and accurate customer support for orders to TIPS MembersMembers as agreed by the Parties. Vendors shall respond to such requests within one (1) working day a commercially reasonable time after receipt of the request. Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase. (Unless If support and/or training is a line item sold or packaged with a sale, support shall be as agreed 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 must 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 purchased 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 • 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 product.) If a dispute arises concerning this Agreement. • Vendor shall attach, in writing, a meeting complete description of the Parties shall be held within ten (10) business days, or as otherwise agreed by the Parties, after either Party gives the other Party written notice of the dispute (the "Dispute Notice"). The Dispute Notice shall set forth in reasonable detail the aggrieved Party’s position and its proposal for resolution of the dispute. A representative of each Party who has authority to resolve the dispute shall be in attendance at all meetings. If the dispute is not resolved within 30 calendar days or as otherwise agreed by the Parties, after the first meeting of the Parties, then either or any Party hereto may resort to any and all available judicial proceedings relationships that might be considered a conflict of interest in a court doing business with the TIPS program. • The Vendor affirms that, to the best of competent jurisdictionhis/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.

Freight. All quotes to members 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” or ”, “$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, or an authorized dealer, distributor or manufacturer for sell all products offered for sale to TIPS MembersMembers if the offering is included in the Request for Proposal (“RFP”) category. All equipment goods proposed and sold shall be new unless clearly stated in writing. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR AN EXHIBIT ATTACHED HERETO, THE VENDOR HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) WITH RESPECT TO THE WORK. Customer Support The Vendor shall provide timely and accurate customer support for orders to TIPS MembersMembers as agreed by the Parties. Vendors shall respond to such requests within one (1) working day a commercially reasonable time after receipt of the request. Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase. (Unless If support and/or training is a line item sold or packaged with a sale, support shall be as agreed with the TIPS Member. DocuSign Envelope ID: BB18A6D7-FECC-482C-B6E3-1904125354AF 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 must 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 purchased 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 • 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 product.) If a dispute arises concerning this Agreement. • Vendor shall attach, in writing, a meeting complete description of the Parties shall be held within ten (10) business days, or as otherwise agreed by the Parties, after either Party gives the other Party written notice of the dispute (the "Dispute Notice"). The Dispute Notice shall set forth in reasonable detail the aggrieved Party’s position and its proposal for resolution of the dispute. A representative of each Party who has authority to resolve the dispute shall be in attendance at all meetings. If the dispute is not resolved within 30 calendar days or as otherwise agreed by the Parties, after the first meeting of the Parties, then either or any Party hereto may resort to any and all available judicial proceedings relationships that might be considered a conflict of interest in a court doing business with the TIPS program. • The Vendor affirms that, to the best of competent jurisdictionhis/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.

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” or “$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, or an authorized dealer, distributor or manufacturer for sell all products offered for sale to TIPS MembersMembers if the offering is included in the Request for Proposal category. All equipment goods proposed and sold shall be new unless clearly stated in writing. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR AN EXHIBIT ATTACHED HERETO, THE VENDOR HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) WITH RESPECT TO THE WORK. Customer Support The Vendor shall provide timely and accurate customer support for orders to TIPS MembersMembers as agreed by the Parties. Vendors shall respond to such requests within one (1) working day a commercially reasonable time after receipt of the request. Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase. (Unless If support and/or training is a line item sold or packaged and must with a sale, support shall be purchased as agreed with product.the TIPS Member. DocuSign Envelope ID: ED633A3C-BF07-4991-B8A8-7CC30CBA826D Agreements Agreements for purchase will normally be put into effect by means of a purchase order(s) If a dispute arises concerning this Agreement, a meeting executed by authorized agents of the Parties shall TIPS Member participating government entities, but other means of placing an order may be held within ten (10) business days, or used as otherwise agreed by the Parties, after either Party gives parties. Tax exempt status Most TIPS Members are tax exempt and the other Party written notice related laws and/or regulations of the dispute (the "Dispute Notice"). The Dispute Notice shall set forth in reasonable detail the aggrieved Party’s position and its proposal for resolution controlling jurisdiction(s) of the disputeTIPS Member shall apply. A representative Assignments of each Party who has authority 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 resolve the dispute shall be awarded Vendor, Vendor designated reseller or vendor assigned company. Notwithstanding the foregoing, the vendor may assign the Agreement to an affiliate without further written consent from TIPS, provided that the vendor must notify TIPS in attendance at all meetings. If the dispute is not resolved within 30 calendar days or as otherwise agreed by the Parties, after the first meeting writing of the Partiesassignment and that such assignment will not relieve the vendor of its obligations under the Agreement. Disclosures • Vendor and TIPS each affirms that to the best of its knowledge, then either it or any Party hereto may resort 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. • Vendor shall attach, in writing, a description of any and all available judicial proceedings relationships that might reasonably be considered a conflict of interest in a court doing business with the TIPS program. • The Vendor affirms that, to the best of competent jurisdictionhis/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.

Freight. All quotes to members 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” or ”, “$0”, “included in price” or other similar indication. Otherwise, all shipping, freight or delivery charges 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. Shipping method is determined by the vendor and the Member/Customer at the time of the quote/purchase by the Member/Customer and satisfactory shipping methods and costs are agreed upon at that time. 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, or an authorized dealer, distributor or manufacturer for sell all products offered for sale to TIPS MembersMembers if the offering is included in the Request for Proposal (“RFP”) category. All equipment goods proposed and sold shall be new unless clearly stated in writing. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR AN EXHIBIT ATTACHED HERETO, THE VENDOR HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) TO TIPS WITH RESPECT TO THE WORK. Customer Support The Vendor shall provide timely and accurate customer support for orders to TIPS MembersMembers as agreed by the Parties. Vendors shall respond to such requests within one (1) working day a commercially reasonable time after receipt of the request. Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase. (Unless If support and/or training is a line item sold or packaged and must be purchased with product.) If a dispute arises concerning this Agreementsale, a meeting of the Parties support shall be held within ten (10) business days, or as otherwise agreed by with the Parties, after either Party gives the other Party written notice of the dispute (the "Dispute Notice"). The Dispute Notice shall set forth in reasonable detail the aggrieved Party’s position and its proposal for resolution of the dispute. A representative of each Party who has authority to resolve the dispute shall be in attendance at all meetings. If the dispute is not resolved within 30 calendar days or as otherwise agreed by the Parties, after the first meeting of the Parties, then either or any Party hereto may resort to any and all available judicial proceedings in a court of competent jurisdictionTIPS Member.

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” or “$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 writingFUTURE COM, LTD. MAKES AND TIPS / TIPS MEMBER RECEIVES ABSOLUTELY NO WARRANTIES, EXPRESSED OR IMPLIED, AND THERE ARE EXPRESSLY EXCLUDED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE FOR ALL GOODS MANUFACTURED BY FUTURE COM, LTD. MANUFACTURERS’ WARRANTIES WILL BE PASSED THROUGH TO TIPS MEMBERS FOR ALL GOODS NOT MANUFACTURED BY FUTURE COM, LTD. Vendor shall be legally permitted to sell, or an authorized dealer, distributor or manufacturer for sell all products offered for sale to TIPS MembersMembers if the offering is included in the Request for Proposal category. All equipment goods proposed and sold shall be new unless clearly stated in writing. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR AN EXHIBIT ATTACHED HERETO, THE VENDOR HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) WITH RESPECT TO THE WORK. Customer Support The Vendor shall provide timely and accurate customer support for orders to TIPS MembersMembers as agreed by the Parties. Vendors shall respond to such requests within one (1) working day a commercially reasonable time after receipt of the request. Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase. (Unless If support and/or training is a line item sold or packaged and must be purchased with product.) If a dispute arises concerning this Agreementsale, a meeting of the Parties support shall be held within ten (10) business days, or as otherwise agreed by with the Parties, after either Party gives the other Party written notice of the dispute (the "Dispute Notice"). The Dispute Notice shall set forth in reasonable detail the aggrieved Party’s position and its proposal for resolution of the dispute. A representative of each Party who has authority to resolve the dispute shall be in attendance at all meetings. If the dispute is not resolved within 30 calendar days or as otherwise agreed by the Parties, after the first meeting of the Parties, then either or any Party hereto may resort to any and all available judicial proceedings in a court of competent jurisdictionTIPS Member.

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” or “$0” 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, or an authorized dealer, distributor or manufacturer for manufacturerfor all products offered for sale to TIPS Members. All equipment proposed shall be new unless clearly stated in writing. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR AN EXHIBIT ATTACHED HERETO, THE VENDOR HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) WITH RESPECT TO THE WORK. Customer Support The Vendor shall provide timely and accurate customer support for orders to TIPS MembersMembers as agreed by the Parties. Vendors shall respond to such requests within one (1) working day a commercially reasonable time after receipt of the request. Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase. (Unless If support andƒor training is a line item sold or packaged and must with a sale, support shall be purchased as agreed with product.the TIPS Member. Agreements Agreements for purchase will normally be put into effect by means of a contract, agreement or purchase order(s) If a dispute arises concerning this Agreement, a meeting executed by authorized agents of the Parties shall participating government entities. Xxxxx Xxxxx Act Xxxxx Xxxxx Act requirements will be held within ten (10) business days, met when Federal Funds are used for construction andƒor repair of buildings or as otherwise agreed required by applicable statuteor regulation. Other Wage Rates Other wage rates may be required by some TIPS Members and acceptance of a project by the Parties, after either Party gives Vendor may require the other Party written notice Vendor to comply with the TIPS Member’s required wage rate. Tax exempt status Most TIPS Members are tax exempt and the related laws of the dispute (the "Dispute Notice"). The Dispute Notice shall set forth in reasonable detail the aggrieved Party’s position and its proposal for resolution jurisdiction of the disputeTIPS Member shall apply. A representative Assignments of each Party who has authority Agreements No assignment of Agreement may be made without the prior written approval of TIPS. Payment for delivered goods and services can only be made to resolve the dispute shall be in attendance at all meetingsawarded Vendor, Vendor designated reseller or vendor assigned company. If the dispute is not resolved within 30 calendar days or as otherwise agreed by the PartiesDisclosures • Vendor and TIPS affirm that heƒshe, after the first meeting of the Parties, then either or any Party hereto may resort 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. • 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. • The Vendor affirms that, to the best of hisƒher 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 two (2) years with an option for renewal extension for an additional two (2) consecutive one (1) year terms. The first renewal extension year shall be automatic unless the awarded vendor notifies TIPS of its objection to the first additional one (1) year renewal extension. If TIPS offers the second one (1) year renewal extension terms, 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 judicial proceedings extension(s) provided in a court the original solicitation beyond the base term. Whether or not to offer the renewal extension years is at the sole discretion of competent jurisdictionTIPS.

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” or “$0” 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, or an authorized dealer, distributor or manufacturer for manufacturerfor all products offered for sale to TIPS Members. All equipment proposed shall be new unless clearly stated in writing. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR AN EXHIBIT ATTACHED HERETO, THE VENDOR HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) WITH RESPECT TO THE WORK. Customer Support The Vendor shall provide timely and accurate customer support for orders to TIPS MembersMembers as agreed by the Parties. Vendors shall respond to such requests within one (1) working day a commercially reasonable time after receipt of the request. Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase. (Unless If support and/or training is a line item sold or packaged and must with a sale, support shall be purchased as agreed with product.the TIPS Member. Agreements Agreements for purchase will normally be put into effect by means of a contract, agreement or purchase order(s) If a dispute arises concerning this Agreement, a meeting executed by authorized agents of the Parties shall participating government entities. Xxxxx Xxxxx Act Xxxxx Xxxxx Act requirements will be held within ten (10) business days, met when Federal Funds are used for construction and/or repair of buildings or as otherwise agreed required by applicable statuteor regulation. Other Wage Rates Other wage rates may be required by some TIPS Members and acceptance of a project by the Parties, after either Party gives Vendor may require the other Party written notice Vendor to comply with the TIPS Member’s required wage rate. Tax exempt status Most TIPS Members are tax exempt and the related laws of the dispute (the "Dispute Notice"). The Dispute Notice shall set forth in reasonable detail the aggrieved Party’s position and its proposal for resolution jurisdiction of the disputeTIPS Member shall apply. A representative Assignments of each Party who has authority Agreements No assignment of Agreement may be made without the prior written approval of TIPS. Payment for delivered goods and services can only be made to resolve the dispute shall be in attendance at all meetingsawarded Vendor, Vendor designated reseller or vendor assigned company. If the dispute is not resolved within 30 calendar days or as otherwise agreed by the PartiesDisclosures • Vendor and TIPS affirm that he/she, after the first meeting of the Parties, then either or any Party hereto may resort 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. • 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. • 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 two (2) years with an option for renewal extension for an additional two (2) consecutive one (1) year terms. The first renewal extension year shall be automatic unless the awarded vendor notifies TIPS of its objection to the first additional one (1) year renewal extension. If TIPS offers the second one (1) year renewal extension terms, 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 judicial proceedings extension(s) provided in a court the original solicitation beyond the base term. Whether or not to offer the renewal extension years is at the sole discretion of competent jurisdictionTIPS. “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: Iƒ the anticipated award date published in the Solicitation is May 22, but extended negotiations delay award until June 27, the end date oƒ the resulting initial “two−year” term Agreement, (which is subject to an extension(s)) will still be May 31, 2022.

Freight. All quotes to members 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” or ”, “$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, or an authorized dealer, distributor or manufacturer for sell all products offered for sale to TIPS MembersMembers if the offering is included in the Request for Proposal (“RFP”) category. All equipment goods proposed and sold shall be new unless clearly stated in writing. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR AN EXHIBIT ATTACHED HERETO, THE VENDOR HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) WITH RESPECT TO THE WORK. Customer Support The Vendor shall provide timely and accurate customer support for orders to TIPS MembersMembers as agreed by the Parties. Vendors shall respond to such requests within one (1) working day a commercially reasonable time after receipt of the request. Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase. (Unless If support and/or training is a line item sold or packaged with a sale, support shall be as agreed with the TIPS Member. TIPS RFP 211101 Discount Two-Way Radio Corporation Two-Way Radio & Wireless Communication 000 X. Xxxxxxxx Xx.Xxxxxxx XX 00000 Agreements Agreements for purchase will normally be put into effect by means of a contract, agreement, or 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. Vendor accepts and must understands that when a purchase order or similar purchase document is sent from a customer through TIPS to the Vendor, TIPS is recording the purchase and verifying whether the purchase is within the parameters of the TIPS Contract only. Vendor agrees that TIPS is not a legal party to the purchase order or similar purchase document and TIPS is not responsible for identifying fraud, mistakes, or misrepresentations for the specific order. Vendor agrees that any purchase order or similar purchase document issued from a customer to Vendor, even when processed through TIPS, constitutes a legal contract between the customer and Vendor only. A Vendor that accepts a purchase order or similar purchase document and fulfills an order, even when processed through TIPS, is representing that the vendor has carefully reviewed the purchase order or similar purchase document for legality, authenticity, and accuracy. 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 purchased 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 • 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 product.) If a dispute arises concerning this Agreement. • Vendor shall attach, in writing, a meeting complete description of the Parties shall be held within ten (10) business days, or as otherwise agreed by the Parties, after either Party gives the other Party written notice of the dispute (the "Dispute Notice"). The Dispute Notice shall set forth in reasonable detail the aggrieved Party’s position and its proposal for resolution of the dispute. A representative of each Party who has authority to resolve the dispute shall be in attendance at all meetings. If the dispute is not resolved within 30 calendar days or as otherwise agreed by the Parties, after the first meeting of the Parties, then either or any Party hereto may resort to any and all available judicial proceedings relationships that might be considered a conflict of interest in a court doing business with the TIPS program. • The Vendor affirms that, to the best of competent jurisdictionhis/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.

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” or “$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, or an authorized dealer, distributor or manufacturer for sell all products offered for sale to TIPS MembersMembers if the offering is included in the Request for Proposal category. All equipment goods proposed and sold shall be new unless clearly stated in writing. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR AN EXHIBIT ATTACHED HERETO, THE VENDOR HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) WITH RESPECT TO THE WORK. Customer Support The Vendor shall provide timely and accurate customer support for orders to TIPS MembersMembers as agreed by the Parties. Vendors shall respond to such requests within one (1) working day a commercially reasonable time after receipt of the request. Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase. (Unless If support and/or training is a line item sold or packaged and must be purchased with product.) If a dispute arises concerning this Agreementsale, a meeting of the Parties support shall be held within ten as agreed with the TIPS Member. Agreements Non- JOC Vendor Agreement Ver.07302019.rp Xxxxxxxx Xxxxxx Chief Operating Officer 5/5/2020 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. 200105 Xxxxxxxx 0 XXxXXXX XXXX Supplier Response Event Information Number: 200105 Addendum 2 Title: Technology Solutions, Products and Services Type: Request for Proposal Issue Date: 1/9/2020 Deadline: 2/21/2020 03:00 PM (10CT) business daysContact Information Contact: Xxxxxxx Xxxxxxx Address: Region 8 Education Service Center 0000 XX Xxxxxxx 000 Xxxxx Xxxxxxxxx, or as otherwise agreed by the PartiesXX 00000 Phone: +0 (000) 000-0000 Fax: +0 (000) 000-0000 Email: xxxx@xxxx-xxx.xxx IDeACOM QLVS Information Contact: Xxxxx Xxxxxx Address: 0000 X Xxxxxxx Xx Xxxxxxxx, after either Party gives the other Party written notice of the dispute XX 00000 Phone: (the "Dispute Notice")000) 000-0000 Fax: (000) 000-0000 Toll Free: (000) 000-0000 Email: xxxxx@xxxxxxx-xxx.xxx By submitting your response, you certify that you are authorized to represent and bind your company. The Dispute Notice shall set forth in reasonable detail the aggrieved Party’s position and its proposal for resolution of the dispute. A representative of each Party who has authority to resolve the dispute shall be in attendance Xxxxx Xxxxxx xxxxx@xxxxxxx-xxx.xxx Signature Email Submitted at all meetings. If the dispute is not resolved within 30 calendar days or as otherwise agreed by the Parties, after the first meeting of the Parties, then either or any Party hereto may resort to any and all available judicial proceedings in a court of competent jurisdiction.2/21/2020 2:19:23 PM

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” or “Charge o $0” 0 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, or an authorized dealer, distributor or manufacturer for all products offered for sale to TIPS Members. All equipment proposed shall be new unless clearly stated in writing. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR AN EXHIBIT ATTACHED HERETO, THE VENDOR HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) WITH RESPECT TO THE WORK. Customer Support 5upport The Vendor shall provide timely and accurate customer support for orders to TIPS MembersMembers as agreed by the Parties. Vendors shall respond to such requests within one (1) working day a commercially reasonable time after receipt of the request. Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase. (Unless If support and/or training is a line item sold or packaged with a sale, support shall be as agreed with the TIPS Member. Agreements Agreements for purchase will normally be put into effect by means of a contract, agreement or purchase order(s) executed by authorized agents of the participating government entities. Xxxxx Xxxxx Act Xxxxx Xxxxx Act requirements will be met when Federal Funds are used for construction and/or repair of buildings or as otherwise required by applicable statute or regulation. Other Wage Rates Other wage rates may be required by some TIPS Members and acceptance of a project by the Vendor may require the Vendor to comply with the TIPS Membe required wage rate. Tax exempt status Most TIPS Members are tax exempt and the related laws of the jurisdiction of the TIPS Member shall apply. Assignments of Agreements No assignment of Agreement may be made without the prior written approval of TIPS. Payment for delivered goods and services can only be made to the awarded Vendor, Vendor designated reseller or vendor assigned company. Disclosures • 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. • 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. • 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 two (2) years with an option for renewal extension for an additional three (3) consecutive one (1) year terms. The three (3) consecutive one (1) year terms shall renew automatically annually, unless either of the parties notifies the other of its objection to a (1) year renewal. TIPS reserves the right to object to and refuse any or all of the additional three (3) consecutive one (1) year renewal terms. Regardless of actual award/effective date of Contract, for Notifications are anticipated as published in the Solicitation. Example: Iƒ the anticipated award date published in the Solicitation is August 27, but extended negotiations delay award until September 24, − an extension(s)) will still be August 31, 2022. Example: Iƒ the original term is approximately two years, and the solicitation provides an anticipated award date oƒ August 27, 2020, the expiration date oƒ the original two−year term shall be August 31, 2022. 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: Iƒ TIPS oƒƒers a one−year extension, the expiration oƒ the extended term shall be August 31, 2023. TIPS may offer to extend Vendor Agreements to the fullest extent the original Solicitation permits. Total term of Agreement can be up to the number of years provided in the solicitation or as limited by statute. Automatic Renewal Clauses Incorporated in Awarded Vendor Agreements with TIP5 Members Resulting from the 5olicitation 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. 5hipments 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 The awarded Vendor shall submit invoices or payment requests to the TIPS Member participating entity clearly stating Per TIPS Agreement # xxxxxxx ch invoice or pay request shall include the TIPS Membe purchase order number or other identifying designation as provided in the order or contract 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. Pricing Price increases will be honored according to the terms of the solicitation. However, the Vendor shall honor previous prices for thirty (30) days after written notification to TIPS of an increase, except any price changes related to the, then current, RS Means Unit Price Book is valid. Price of a specific Job Order Contract proposal to a TIPS Member shall not change within 60 days of date of proposal as a result of an updated RS Means Unit Price Book unless agreed by the TIPS Member. 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 customer. Failure to render the participation fee to TIPS shall constitute a breach of this agreement and shall be grounds for termination of this agreement and any other agreement held with TIPS. Participation Fees and Reporting of 5ales to TIP5 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 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 purchased with product.) If paid to TIPS at least on a dispute arises concerning this Agreementmonthly basis, a meeting specifically within 31 calendar days of the Parties shall be held within ten (10) business daysreceipt 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 Partieslegally 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, after either Party gives specifically within 31 calendar days of receipt of payment, if not more frequently. Reporting of 5ales to TIP5 by Vendor Vendor is required to report all sales under the other Party written notice 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 dispute (Vendor to verify whether or not the "Dispute Notice")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 xxxxx://xxx.xxxx−xxx.xxx/vendors_form.cfm −7 of the Vendor Portal User Guide will walk you through the process of reporting sales to TIPS. Please refer to the TIPS Accounting for more information about reporting sales and if you have further questions, contact the Accounting Team at accounting@tips−xxx.xxx. The Dispute Notice 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 set forth in reasonable detail constitute a breach of this agreement with our parent governmental entity, Texas Education Service Center Region 8, as established by the aggrieved Party’s position Texas legislature and its proposal shall be grounds for resolution 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 disputeoverpayment 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 ntify which sales are TIPS Agreement sales and pay the correct participation fee due for TIPS Agreement sales. A representative Any notification of each Party who has authority 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 resolve extend the dispute six (6) month deadline to notify if approved by the Region 8 ESC Board of Directors. (866) 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 fees, arising out of, or resulting from, Vendo work under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the part of the Vendor, its officers, employees, agents, subcontractors, licensees, or invitees. Parties found liable shall be in attendance at all meetings. If the dispute is not resolved within 30 calendar days or pay their proportionate share of damages as otherwise agreed by the Parties, after the first meeting of the Parties, then either parties or any Party hereto may resort to any and all available judicial proceedings in as ordered by a court of competent jurisdictionjurisdiction over the case. NO LIMITATION OF LIABILITY FOR DAMAGE5 FOR PER5ONAL IN1URY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED BY TIP5/E5C REGION 8. Per Texas Education Code §44.032(f), reasonable es are recoverable by the prevailing party in any dispute resulting in litigation. 5tate of Texas Franchise Tax By signature hereon, the bidder 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.

Freight. All quotes to members 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” or ”, “$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, or an authorized dealer, distributor or manufacturer for sell all products offered for sale to TIPS MembersMembers if the offering is included in the Request for Proposal (“RFP”) category. All equipment proposed shall be either (a) “Newly Manufactured”, which may contain some recycled components that are reconditioned; (b) “Factory Produced New Model”, which is manufactured and newly serialized at a Xerox factory, adds functions and features to a product previously disassembled to a Xerox predetermined standard, and contains both new unless clearly stated in writing. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR AN EXHIBIT ATTACHED HERETOcomponents and recycled components that are reconditioned; or (c) “Remanufactured”, THE VENDOR HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) WITH RESPECT TO THE WORKwhich has been factory produced following disassembly to a Xerox predetermined standard and contains both new components and recycled components that are reconditioned. Customer Support The Vendor shall provide timely and accurate customer support for orders to TIPS MembersMembers as agreed by the Parties. Vendors shall respond to such requests within one (1) working day a commercially reasonable time after receipt of the request. Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase. (Unless If support and/or training is a line item sold or packaged and must be purchased with product.) If a dispute arises concerning this Agreementsale, a meeting of the Parties support shall be held within ten (10) business days, or as otherwise agreed by with the Parties, after either Party gives the other Party written notice of the dispute (the "Dispute Notice"). The Dispute Notice shall set forth in reasonable detail the aggrieved Party’s position and its proposal for resolution of the dispute. A representative of each Party who has authority to resolve the dispute shall be in attendance at all meetings. If the dispute is not resolved within 30 calendar days or as otherwise agreed by the Parties, after the first meeting of the Parties, then either or any Party hereto may resort to any and all available judicial proceedings in a court of competent jurisdictionTIPS Member.

Freight. All quotes to members 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” or ”, “$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, or an authorized dealer, distributor or manufacturer for sell all products offered for sale to TIPS MembersMembers if the offering is included in the Request for Proposal (“RFP”) category. All equipment goods proposed and sold shall be new unless clearly stated in writing. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR AN EXHIBIT ATTACHED HERETO, THE VENDOR HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) WITH RESPECT TO THE WORK. Customer Support The Vendor shall provide timely and accurate customer support for orders to TIPS MembersMembers as agreed by the Parties. Vendors shall respond to such requests within one (1) working day a commercially reasonable time after receipt of the request. Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase. (Unless If support andƒor training is a line item sold or packaged with a sale, support shall be as agreed with the TIPS Member. DocuSign Envelope ID: 32B0DCC0-619A-48A4-86A3-331CE27D308E 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 must the related laws andƒor regulations of the controlling jurisdiction(s) of the TIPS Member shall apply. Assignments of Agreements No assignment of this Agreement may be purchased 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 • Vendor and TIPS affirm that heƒshe, 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 product.) If a dispute arises concerning this Agreement. • Vendor shall attach, in writing, a meeting complete description of the Parties shall be held within ten (10) business days, or as otherwise agreed by the Parties, after either Party gives the other Party written notice of the dispute (the "Dispute Notice"). The Dispute Notice shall set forth in reasonable detail the aggrieved Party’s position and its proposal for resolution of the dispute. A representative of each Party who has authority to resolve the dispute shall be in attendance at all meetings. If the dispute is not resolved within 30 calendar days or as otherwise agreed by the Parties, after the first meeting of the Parties, then either or any Party hereto may resort to any and all available judicial proceedings relationships that might be considered a conflict of interest in a court doing business with the TIPS program. • The Vendor affirms that, to the best of competent jurisdictionhisƒher 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.

Freight. All quotes to members 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” or ”, “$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. Shipping method is determined by the vendor and the Member/Customer at the time of the quote/purchase by the Member/Customer and satisfactory shipping methods and costs are agreed upon at that time. 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, or an authorized dealer, distributor or manufacturer for sell all products offered for sale to TIPS MembersMembers if the offering is included in the Request for Proposal (“RFP”) category. All equipment goods proposed and sold shall be new unless clearly stated in writing. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR AN EXHIBIT ATTACHED HERETODisclaimer of Warranty Except as provided in this Agreement, THE VENDOR HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIESVendor and its affiliates and partners disclaim all warranties, EXPRESSED OR IMPLIED (INCLUDINGwhether express, WITHOUT LIMITATIONimplied or statutory warranties of merchantability, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) WITH RESPECT TO THE WORKfitness for a particular purpose, any warranties arising from a course of dealing, usage or trade practice and non-infringement of third party rights. Except as provided in this Agreement, the Kognito Proprietary Platform, the Kognito Courseware and the Kognito Service are provided hereunder on an ‘as-is’ basis, and Vendor and its affiliates and partners disclaim all warranties that the Kognito Proprietary Platform, the Kognito Courseware or the Kognito Service will be uninterrupted, error-free, or operate other than as set forth herein. The Kognito Proprietary Platform, the Kognito Courseware and the Kognito Service are not intended to teach individuals how to diagnose, nor can they enable the user to reliably predict violent behavior in any one individual. Customer Support The Vendor shall provide timely and accurate customer support for orders to TIPS MembersMembers as agreed by the Parties. Vendors shall respond to such requests within one (1) working day a commercially reasonable time after receipt of the request. Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase. (Unless If support and/or training is a line item sold or packaged and must be purchased with product.) If a dispute arises concerning this Agreementsale, a meeting of the Parties support shall be held within ten (10) business days, or as otherwise agreed by with the Parties, after either Party gives the other Party written notice of the dispute (the "Dispute Notice"). The Dispute Notice shall set forth in reasonable detail the aggrieved Party’s position and its proposal for resolution of the dispute. A representative of each Party who has authority to resolve the dispute shall be in attendance at all meetings. If the dispute is not resolved within 30 calendar days or as otherwise agreed by the Parties, after the first meeting of the Parties, then either or any Party hereto may resort to any and all available judicial proceedings in a court of competent jurisdictionTIPS Member.

Freight. All quotes to members TIPS 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” or ”, “$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 Member 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, or an authorized dealer, distributor or manufacturer for sell all products offered for sale to TIPS MembersMembers if the offering is included in the Request for Proposal (“RFP”) category. All equipment goods proposed and sold shall be new unless clearly stated in writing. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR AN EXHIBIT ATTACHED HERETO, THE VENDOR HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) WITH RESPECT TO THE WORK. Customer Support The Vendor shall provide timely and accurate customer support for orders to TIPS MembersMembers as agreed by the Parties. Vendors shall respond to such requests within one (1) working day a commercially reasonable time after receipt of the request. Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase. (Unless If support and/or training is a line item sold or packaged with a sale, support shall be as agreed DocuSign Envelope ID: E324F066-00B2-445A-8170-67E305D37D95 with the TIPS Member. Agreements Agreements for purchase will normally be put into effect by means of a contract, agreement, or 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 Parties’ discretion. Vendor accepts and must understands that when a purchase order or similar purchase document is sent from a customer through TIPS Member to the Vendor, TIPS Member is recording the purchase and verifying whether the purchase is within the parameters of the TIPS Contract only. Vendor agrees that the TIPS Member is not a legal party to the purchase order or similar purchase document and TIPS Member is not responsible for identifying fraud, mistakes, or misrepresentations for the specific order. Vendor agrees that any purchase order or similar purchase document issued from a customer to Vendor, even when processed through TIPS Member, constitutes a legal contract between the customer and Vendor only. A Vendor that accepts a purchase order or similar purchase document and fulfills an order, even when processed through TIPS Member, is representing that the Vendor has carefully reviewed the purchase order or similar purchase document for legality, authenticity, andaccuracy. 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 purchased 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 • Vendor and TIPS Member affirm that they have 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 product.) If a dispute arises concerning this Agreement. • Vendor shall attach, in writing, a meeting complete description of the Parties shall be held within ten (10) business days, or as otherwise agreed by the Parties, after either Party gives the other Party written notice of the dispute (the "Dispute Notice"). The Dispute Notice shall set forth in reasonable detail the aggrieved Party’s position and its proposal for resolution of the dispute. A representative of each Party who has authority to resolve the dispute shall be in attendance at all meetings. If the dispute is not resolved within 30 calendar days or as otherwise agreed by the Parties, after the first meeting of the Parties, then either or any Party hereto may resort to any and all available judicial proceedings relationships that might be considered a conflict of interest in a court doing business with the TIPS program. • The Vendor affirms that, to the best of competent jurisdictionits 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.

Freight. All quotes to members 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” or ”, “$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, or an authorized dealer, distributor or manufacturer for sell all products offered for sale to TIPS MembersMembers if the offering is included in the Request for Proposal (“RFP”) category. All equipment goods proposed and sold shall be new unless clearly stated in writing. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR AN EXHIBIT ATTACHED HERETO, THE VENDOR HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) WITH RESPECT TO THE WORK. Customer Support The Vendor shall provide timely and accurate customer support for orders to TIPS MembersMembers as agreed by the Parties. Vendors shall respond to such requests within one (1) working day a commercially reasonable time after receipt of the request. Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase. (Unless If support and/or training is a line item sold or packaged with a sale, support shall be as agreed with the TIPS Member. THE MANUFACTURER’S WARRANTY IS EXCLUSIVE OF AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, INCLUDING ANY WARRANTY OF PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND SUPERSEDES AND EXCLUDES ANY ORAL OR WRITTEN WARRANTIES OR REPRESENTATIONS, MADE OR IMPLIED IN ANY MANUAL, LITERATURE, ADVERTISING BROCHURE OR OTHER MATERIALS. TIPS Vendor Agreement 060220 Agreements Agreements for purchase will normally be put into effect by means of a contract, agreement, or 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. Vendor accepts and must understands that when a purchase order or similar purchase document is sent from a customer through TIPS to the Vendor, TIPS is recording the purchase and verifying whether the purchase is within the parameters of the TIPS Contract only. Vendor agrees that TIPS is not a legal party to the purchase order or similar purchase document and TIPS is not responsible for identifying fraud, mistakes, or misrepresentations for the specific order. Vendor agrees that any purchase order or similar purchase document issued from a customer to Vendor, even when processed through TIPS, constitutes a legal contract between the customer and Vendor only. A Vendor that accepts a purchase order or similar purchase document and fulfills an order, even when processed through TIPS, is representing that the vendor has carefully reviewed the purchase order or similar purchase document for legality, authenticity, and accuracy. 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 purchased 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 • 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 product.) If a dispute arises concerning this Agreement. • Vendor shall attach, in writing, a meeting complete description of the Parties shall be held within ten (10) business days, or as otherwise agreed by the Parties, after either Party gives the other Party written notice of the dispute (the "Dispute Notice"). The Dispute Notice shall set forth in reasonable detail the aggrieved Party’s position and its proposal for resolution of the dispute. A representative of each Party who has authority to resolve the dispute shall be in attendance at all meetings. If the dispute is not resolved within 30 calendar days or as otherwise agreed by the Parties, after the first meeting of the Parties, then either or any Party hereto may resort to any and all available judicial proceedings relationships that might be considered a conflict of interest in a court doing business with the TIPS program. • The Vendor affirms that, to the best of competent jurisdictionhis/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.

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” or “$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, or an authorized dealer, distributor or manufacturer for sell all products offered for sale to TIPS MembersMembers if the offering is included in the Request for Proposal category. All equipment goods proposed and sold shall be new unless clearly stated in writing. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR AN EXHIBIT ATTACHED HERETO, THE VENDOR HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) WITH RESPECT TO THE WORK. Customer Support The Vendor shall provide timely and accurate customer support for orders to TIPS MembersMembers as agreed by the Parties. Vendors shall respond to such requests within one (1) working day a commercially reasonable time after receipt of the request. Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase. (Unless If support andƒor training is a line item sold or packaged and must with a sale, support shall be purchased as agreed with product.the TIPS Member. Agreements DocuSign Envelope ID: 4E88BAF2-0FF7-400B-BAE2-56D0612B0637 Agreements for purchase will normally be put into effect by means of a purchase order(s) If a dispute arises concerning this Agreement, a meeting executed by authorized agents of the Parties shall TIPS Member participating government entities, but other means of placing an order may be held within ten (10) business days, or as otherwise agreed by used at the Parties, after either Party gives Member’s discretion. Tax exempt status Most TIPS Members are tax exempt and the other Party written notice related laws andƒor regulations of the dispute (the "Dispute Notice"). The Dispute Notice shall set forth in reasonable detail the aggrieved Party’s position and its proposal for resolution controlling jurisdiction(s) of the disputeTIPS Member shall apply. A representative Assignments of each Party who has authority 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 resolve the dispute shall be in attendance at all meetings. If the dispute is not resolved within 30 calendar days awarded Vendor, Vendor designated reseller or as otherwise agreed by the Parties, after the first meeting of the Parties, then either or any Party hereto may resort to any and all available judicial proceedings in a court of competent jurisdictionvendor assigned company.

Freight. All quotes to members 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” or ”, “$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, or an authorized dealer, distributor or manufacturer for sell all products offered for sale to TIPS MembersMembers if the offering is included in the Request for Proposal (“RFP”) category. All equipment goods proposed and sold shall be new unless clearly stated in writing. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR AN EXHIBIT ATTACHED HERETO, THE VENDOR HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) WITH RESPECT TO THE WORK. Customer Support The Vendor shall provide timely and accurate customer support for orders to TIPS MembersMembers as agreed by the Parties. Vendors shall respond to such requests within one (1) working day a commercially reasonable time after receipt of the request. Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase. (Unless If support and/or training is a line item sold or packaged with a sale, support shall be as agreed with the TIPS Member. DocuSign Envelope ID: 2871DC46-B96C-41DA-99EE-48057EE79A11 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 must 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 purchased 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 • 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 product.) If a dispute arises concerning this Agreement. • Vendor shall attach, in writing, a meeting complete description of the Parties shall be held within ten (10) business days, or as otherwise agreed by the Parties, after either Party gives the other Party written notice of the dispute (the "Dispute Notice"). The Dispute Notice shall set forth in reasonable detail the aggrieved Party’s position and its proposal for resolution of the dispute. A representative of each Party who has authority to resolve the dispute shall be in attendance at all meetings. If the dispute is not resolved within 30 calendar days or as otherwise agreed by the Parties, after the first meeting of the Parties, then either or any Party hereto may resort to any and all available judicial proceedings relationships that might be considered a conflict of interest in a court doing business with the TIPS program. • The Vendor affirms that, to the best of competent jurisdictionhis/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.