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HomeMy WebLinkAboutContract 63639CSC No. 63639 FORT WORTH® CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between the City of Fort Worth ("City"), a Texas home rule municipality, and CDW Government LLC ("Vendor") an Illinois limited liability company. City and Vendor are each individually referred to herein as a "party" and collectively referred to as the "parties." The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A — The Interlocal Purchasing System (TIPS) Cooperative Contract No. 230105 ("Underlying Coop Contract"); 3. Exhibit B — CDW Government LLC Quote No. PLKC046; 4. Exhibit C — Sivil Technologies, Inc. End User License Agreement; and 5. Exhibit D — Conflict of Interest Questionnaire. The Exhibits referenced above, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit B pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. If any provisions of the attached documents, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Agreement shall control. The term of this Agreement shall be effective beginning on the date signed by the Assistant City Manager below ("Effective Date") and ending on May 31, 2028. The initial term of this Agreement shall be divided into annual segments. The first segment ("First Segment") shall begin on the Effective Date and end on May 31, 2026. The second segment shall begin on June 1, 2026 and end on May 31, 2027. The third segment shall begin on June 1, 2027 and end on May 31, 2028. City's annual payment to Vendor for the initial term shall be according to these segments. City shall be able to renew this agreement for one (1) additional one-year renewal option by written agreement of the parties, which shall begin immediately after the Expiration Date. Provided, however, the term of this Agreement shall not extend beyond the term of TIPS 230105 attached hereto as Exhibit A, unless it is extended, renewed, or followed up by a substantially similar cooperative agreement ("Successor Contract") from Vendor and TIPS and the parties agree in writing to incorporate such extension, renewal, or use of Successor Contract into this Agreement. City shall pay Vendor in accordance with Vendor Quote in Exhibit B and the provisions of this Agreement. Total payment made annually under this Agreement by City shall not exceed One Hundred Thousand Dollars ($100,000.00). The City's payment for the First Segment shall be paid in accordance with the Initial One -Year Term pricing summarized in Exhibit B. The City shall have the sole option to annually renew the subscriptions. This Agreement does not guarantee that the City will enter into any additional renewals after the First Segment. If the OFFICIAL RECORD Cooperative Purchase Agreement CITY SECRETARY Page 1 of 10 FT. WORTH, TX City does not renew the subscriptions for additional year(s), no additional payments will be required. Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such items, services, and/or expenses. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. Vendor agrees that City shall, during the term of this Agreement, or the final conclusion of any audit commenced during the term of this Agreement, have access to and the right to examine one time during each twelve month period any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records of Vendor involving transactions relating to this Agreement at the City's expense. Vendor agrees that City shall have access during normal working hours for any audit. City shall give Vendor reasonable advance notice of intended audits. Vendor will maintain documents related to transactions with the City for a period of three years. The entire extent of any damages calculated as a result of an audit will be limited to the amount of actual discrepancies revealed by Vendor's records. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other parry, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other parry by United States Mail, registered, return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth CDW Government LLC Attn: City Manager's Office Attn: Legal Department 100 Fort Worth Trail 200 N. Milwaukee Avenue Fort Worth, TX 76102 Vernon Hills, IL 60061 With copy to Fort Worth City Attorney's Office at same address IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any third party claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of any services(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the services(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the City shall have the sole right to Cooperative Purchase Agreement Page 2 of 10 conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the service(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use of those services is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) modify those services(s) to make them non -infringing, provided that such modification does not materially adversely affect City's authorized use of those services); or (b) if the foregoing is not reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personally identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall promptly notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws and shall take the appropriate steps to remedy such Data Breach. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By Cooperative Purchase Agreement Page 3 of 10 signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel, and (2) will not boycott Israel during the term of the Agreement. Prohibition on Bovcotting Energv Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full- time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2276.001 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274.001 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. Applicable Laws. The laws of the State of Texas shall govern this Agreement. Venue for any action brought to interpret or enforce, or arising out of or incident to, the terms of this Agreement shall be in Tarrant County, Texas. Limitation of Liabilitv. UNDER NO CIRCUMSTANCES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN, WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS, REVENUES OR SAVINGS, AND LOSS, DAMAGE OR CORRUPTION OF DATA OR SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE, IN EACH CASE, AND WHETHER A CLAIM FOR ANY Cooperative Purchase Agreement Page 4 of 10 SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY. IN THE EVENT OF ANY LIABILITY INCURRED BY A PARTY OR ANY OF ITS AFFILIATES HEREUNDER, THE ENTIRE LIABILITY OF SUCH PARTY AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE DOLLAR AMOUNT PAID BY THE CITY FOR THE PURCHASED ITEM(S) GIVING RISE TO THE CLAIM. IN THE EVENT OF ANY CLAIMS FOR DAMAGE TO TANGIBLE PERSONAL PROPERTY OR PHYSICAL INJURY (INCLUDING DEATH), VENDOR'S TOTAL AGGREGATE LIABILITY FOR SUCH CLAIMS SHALL NOT EXCEED $5,000,000. [Signature Page Follows] Cooperative Purchase Agreement Page 5 of 10 The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: By: Dianna Giurdano(Jul 10, 202514:50 CDT) Name: Dianna Giordano Title: Assistant City Manager Date: 07/10/2025 APPROVAL RECOMMENDED: /-� � _ By: Name: Kevin Gunn Title: Director, IT Solutions ATTEST: �; E FORTII9�0 oa By: Name: Jannette S. Goodall Title: City Secretary VENDOR: CDW Government LLC baj-l0 Eeptocch By: Dario Bertocchi (Jul 9, 2025 09:27 EDT) Name: Dario Bertocchi Title: VP, Contracting Operations Date: Jul 9, 2025 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Steven Steven Van2509:36 CDT) Name: Steven Vandever Title: Sr. IT Solutions Manager APPROVED AS TO FORM AND LEGALITY: By: . y� .� Name: M. Kevin Anders, II Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Approval Date: N/A Form 1295: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A The Interlocal Purchasing System (TIPS) Cooperative Contract No. 230105 (ATTACHED) Cooperative Purchase Agreement — Exhibit A Page 7 of 10 TIPS VENDOR AGREEMENT TIPS RFP 230105 Technology Solutions, Products, and Services The following TIPS Vendor Agreement ("Agreement") creates a legal agreement between The Interlocal Purchasing System ("TIPS"), a government purchasing cooperative and Department of Texas Region S Education Service Center and CDW Government LLC: CDW GOVERNMENT LLC (ENTER ENTITY NAME] its owners, agents, subsidiaries, and affiliates (together, "Vendor") (individually, "Party", and collectively the "Parties") and this agreement shall exclusively govern the contractual relationship ("Agreement") between the Parties. TIPS, a governmental entity and a national purchasing cooperative seeks to provide a valuable and necessary solution to public entities and qualifying non -profits by performing the public procurement solicitation process and awarding compliant contracts to qualified vendors. Then, where the law of a customer's jurisdiction allows, instead of public entities and qualifying non -profits expending time, money, and resources on the extensive public procurement process, the use of TIPS allows public entities to quickly select and purchase their preferred products or services from qualified, competitively evaluated vendors through cooperative purchasing. 1. Purpose. The purpose of this Agreement is to identify the terms and conditions of the relationship between TIPS and Vendor. Public entities and qualifying non -profits that properly join or utilize TIPS "(TIPS Members") may elect to "piggyback" off of TIPS' procurements and agreements where the laws of their jurisdiction allow. TIPS Members are not contractual parties to this Agreement although terms and conditions of this Agreement may ensure benefits to TIPS Members_ 2. Authority. The Parties agree that the signatories below are individual authorized to enter into this Agreement on behalf of their entity and that they are acting under due and proper authority under applicable law. 3. Definitions. a. TIPS Pricing: The specific pricing, discounts, and other pricing terms and incentives which Vendor submitted and TIPS approved for each respective TIPS Contract awarded to Vendor and all permissible, subsequent pricing updates submitted by Vendor and accepted by TIPS, if any. b. Authorized Reseller: A reseller or dealer authorized and added by a Vendor through their online TIPS Vendor Portal to make TIPS sales according to the terms and conditions herein. 4. Entire Agreement. This Agreement resulted from TIPS posting a "TIPS Solicitation" (RFP, RCSP, RFQ, or other) and Vendor submitting a proposal in response to that posted TIPS Solicitation for evaluation and award. The Parties agree that this Agreement consists of the provisions set forth herein and: (1) The TIPS solicitation document resulting in this Agreement; (2) Any addenda or clarifications issued in relation to the TIPS solicitation; (3) All solicitation information provided to Vendor by TIPS through the TIPS eBid System; (3) Vendor's entire proposal response to the TIPS solicitation including all accepted required attachments, acknowledged notices and certifications, accepted negotiated terms, pricing, accepted responses to questions, and accepted written clarifications of Vendor's proposal, and; any properly included attachments to this Agreement. All documentation and information listed is hereby incorporated by reference as if set forth herein verbatim. In the event of conflict between the terms herein and one of the incorporated documents the terms and conditions herein shall control. 5. Vendor's Specific Warranties, Terms, and License Agreements. Because TIPS serves public entities and non -profits throughout the nation all of which are subject to specific laws and policies of their jurisdiction, as a matter of standard practice, TIPS does not typically accept a Vendor's specific "Sale Terms" (warranties, license agreements, master agreements, terms and conditions, etc.) on behalf of all TIPS Members. TIPS may permit Vendor to attach those to this Agreement to display to interested customers what terms may apply to their Supplemental Agreement with Vendor (if submitted by Vendor for that purpose). However, unless this term of the Agreement is negotiated and modified to state otherwise, those specific Sale Terms are not accepted by TIPS on behalf of all TIPS Members and each Member may choose whether to accept, negotiate, or reject those specific Sale Terms, which must be reflected in a separate agreement between Vendor and the Member in order to be effective. 6. Vendor Identity and Contact Information. It is Vendor's sole responsibility to ensure that all identifying vendor information (name, EIN, dlbla's, etc.) and contact information is updated and current at all times within the TIPS eBid System and the TIPS Vendor Portal. TIPS Vendor Agreement Negotiated Page I It is Vendor's sole responsibility to confirm that all e-correspondence issued from tips-usa.com, ionwave.net, and tipsconstruction.com to Vendor's contacts are received and are not blocked by firewall or other technology security. Failure to permit receipt of correspondence from these domains and failure to keep vendor identity and contact information current at all times during the life of the contract may cause loss of TIPS Sales, accumulating TIPS fees, missed rebid opportunities, lapse of TIPS Contract(s), and unnecessary collection or legal actions against Vendor. It is no defense to any of the foregoing or any breach of this Agreement that Vendor was not receiving TIPS' electronic communications issued by TIPS to Vendor's listed contacts. 7. Initiation of TIPS Sales. When a public entity initiates a purchase with Vendor, if the Member inquires verbally or in writing whether Vendor holds a TIPS Contract, it is the duty of the Vendor to verify whether the Member is seeking a TIPS purchase. Once verified, Vendor must include the TIPS Contract Number on all purchase communications and sales documents exchanged with the TIPS Member. 8. TIPS Sales and Supplemental Agreements. The terms of the specific TIPS order, including but not limited to: shipping, freight, insurance, delivery, fees, bonding, cost, delivery expectations and location, returns, refunds, terms, conditions, cancellations, order assistance, etc., shall be controlled by the purchase agreement (Purchase Order, Contract, Invoice, etc.) (hereinafter "Supplemental Agreement") entered into between the TIPS Member Customer and Vendor only. TIPS is not a party to any Supplemental Agreement. All Supplemental Agreements shall include Vendor's Name, as known to TIPS, and TIPS Contract Name and Number. Vendor accepts and understands that TIPS is not a legal party to TIPS Sales and Vendor is solely responsible for identifying fraud, mistakes, unacceptable terms, or misrepresentations for the specific order prior to accepting. Vendor agrees that any order issued from a customer to Vendor, even when processed through TIPS, constitutes a legal contract between the customer and Vendor only. When Vendor accepts or fulfills an order, even when processed through TIPS, Vendor is representing that Vendor has carefully reviewed the order for legality, authenticity, and accuracy and TIPS shall not be liable or responsible for the same. In the event of a conflict between the terms of this TIPS Vendor Agreement and those contained in any Supplemental Agreement, the provisions set forth herein shall control unless otherwise agreed to and authorized by the Parties in writing within the Supplemental Agreement. 9. Right of Refusal. Vendor has the right not to sell to a TIPS Member under the awarded agreement at Vendor's discretion unless otherwise required by law. 10. Reporting TIPS Sales. Vendor must report all TIPS Sales to TIPS. If a TIPS sale is initiated by Vendor receiving a TIPS Member's purchase order from TIPS directly, Vendor may consider that specific TIPS Sale reported. Otherwise, with the exception of TIPS Automated Vendors, who have signed an exclusive agreement with TIPS regarding reporting, all TIPS Sales must be reported to TIPS on a monthly basis by either: (I) Emailing the associated report (with Vendor's Name, as known to TIPS, and the TIPS Contract Name and Number included) to TIPS at tinsno1b.tins-usa.com with "Confirmation Only" in the subject line of the email within three business days of Vendor's acceptance of the order, or; (2) Vendor must, on a monthly basis, login to the TIPS Vendor Portal and successfully self -report all necessary sale information within the Vendor Portal and confirm that it shows up accurately on your current Vendor Portal statement. No other method of reporting is acceptable unless agreed to by the Parties in writing. Failure to report all sales pursuant to this provision may result in immediate cancellation of Vendor's TIPS Contract(s) for cause at TIPS' sole discretion. Please refer to the TIPS Accounting- FAO's for more information about reporting sales and if you have further questions, contact the Accounting Team at accountin0Dtips-usa.com. 11. TIPS Administration Fees. The collection of administrative fees by TIPS, a government entity, for performance of these procurement services is required pursuant to Texas Government Code Section 791.011 et. seq. The administration fee ("TIPS Administration Fee") is the amount legally owed by Vendor to TIPS for TIPS Sales made by Vendor. The TIPS Administration Fee amount is typically a set percentage of the amount paid by the TIPS Member for each TIPS Sale, less shipping cost, bond cost, and taxes if applicable and identifiable, which is legally due to TIPS, but the exact TIPS Administration Fee for this Contract is published in the corresponding solicitation and is incorporated herein by reference. Vendor shall pay the TIPS Administration Fee to TIPS on a monthly scheduled report. The TIPS Administration Fee is assessed on the amount paid by the TIPS Member, not on the Vendor's cost or on the amount for which the Vendor sold the item to a dealer or Authorized Reseller. Vendor shall pay TIPS via check unless otherwise agreed to by the Parties in writing. Vendor shall include clear documentation with the issued payment dictating to which sale(s) the amount should be applied. Vendor may create a payment report within their TIPS Vendor Portal which is the preferred documentation dictating to which TIPS Sale(s) the amount should be applied. Failure to pay all TIPS Administration Fees pursuant to this provision may result in immediate cancellation of Vendor's TIPS Contract(s) for cause at TIPS' sole discretion as well as the initiation of collection and legal actions by TIPS against Vendor to the extent permitted by law. Any overpayment of participation fees to TIPS by Vendor will be refunded to the Vendor within ninety (90) days of receipt of notification if TIPS receives written notification of the overpayment not later than the expiration of six (6) months from the date of overpayment and TIPS determines that the amount was not legally due to TIPS pursuant to this agreement and applicable law. Any notification of overpayment received by TIPS after the expiration of six (6) months from the date that TIPS received the payment will render the overpayment non-refundable. Region 8 ESC and TIPS reserve the right to extend the six (6) month deadline if approved by the Region 8 ESC Board of Directors. TIPS reserves all rights under the law to collect TIPS Administration Fees due to TIPS pursuant to this Agreement. TEPS Vendor Agreement Negotiated Page 2 12. Term of the Agreement. This Agreement with TIPS is for approximately five years with a one-year, consecutive option for renewal as described herein. Renewal options are not automatic and shall only be effective if offered by TIPS at its sole discretion. If TIPS offers a renewal option, the Vendor will be notified via email issued to Vendor's then -listed Primary Contact. The renewal option shall be deemed accepted by Vendor unless Vendor notifies TIPS of its objection to the renewal option in writing and confirms receipt by TIPS. Actual Effective Date: Agreement is effective upon signature by authorized representatives of both Parties. The Effective Date does not affect the "Term Calculation Start Date." Term Calculation Start Date: To keep the contract term consistent for all vendors awarded under a single TIPS contract, Vendor shall calculate the foregoing term as starting on the last day of the month that "Award Notifications" are anticipated as published in the Solicitation, regardless of the actual Effective Date. Example of Term Calculation Start Date: If the anticipated "Award Date" published in the Solicitation is May 22, 2023, but extended negotiations delay award until June 27, 2023 (Actual Effective Date), the Term Calculation Start Date shall be May 31, 2023 in this example. Contract Expiration Date: To keep the contract term consistent for all vendors awarded under a single TIPS contract, the term expiration date shall be five -years from the Term Calculation Start Date. Example of Contract Expiration Date: If the anticipated "Award Date" published in the Solicitation is May 22, 2023, but extended negotiations delay award until June 27, 2023 (Actual Effective Date), the Term Calculation Start Date shall be May 31, 2023 and the Contract Expiration Date of the resulting initial "five-year" term, (which is subject to an extension(s)) will be May 31, 2028 in this example. Option(s) for Renewal: Any option(s) for renewal shall begin on the Contract Expiration Date, or the date of the expiration of the prior renewal term where applicable, and continue for the duration specified for the renewal option herein. Example of Option(s) for Renewal: In this example, if TIPS offers a one-year renewal and the Contract Expiration Date is May 31, 2028, then the one-year renewal is effective from May 31, 2028 to May 31, 2029. TIPS may offer to extend Vendor Agreements to the fullest extent the TIPS Solicitation resulting in this Agreement permits. 13. TIPS Pricing. Vendor agrees and understands that for each TIPS Contract that it holds, Vendor submitted, agreed to, and received TIPS' approval for specific pricing, discounts, and other pricing terms and incentives which make up Vendor's TIPS Pricing for that TIPS Contract ("TIPS Pricing"). Vendor confirms that Vendor will not add the TIPS Administration Fee as a charge or line -item in a TIPS Sale. Vendor hereby certifies that Vendor shall only offer goods and services through this TIPS Contract if those goods and services are included in or added to Vendor's TIPS Pricing and approved by TIPS. TIPS reserves the right to review Vendor's pricing update requests as specifically as line -item by line -item to determine compliance. However, Vendor contractually agrees that all submitted pricing updates shall be within the original terms of the Vendor's TIPS Pricing (scope, proposed discounts, price increase limitations, and other pricing terms and incentives originally proposed by Vendor) such that TIPS may accept Vendors price increase requests as submitted without additional vetting at TIPS discretion. Any pricing quoted by Vendor to a TIPS Member or on a TIPS Quote shall never exceed Vendor's TIPS Pricing for any good or service offered through TIPS. Vendor certifies by signing this agreement that Vendor's TIPS Pricing for all goods and services included in Vendor's TIPS Pricing shall either be equal to or less than Vendor's current pricing for that good or service for any other customer under similar circumstances. TIPS Pricing price increases and modifications, if permitted, will be honored according to the terms of the solicitation and Vendor's proposal, incorporated herein by reference. 14. Indemnification of TIPS. 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 PHYSICAL INJURIES TO PERSONS (INCLUDING DEATH). TANGIBLE PERSONAL PROPERTY DAMAGES. LOSSES. AND EXPENSES INCLUDING COURT COSTS AND REASONABLE ATTORNEY'S FEES RESULTING FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE VENDOR. ITS OFFICERS, EMPLOYEES. AGENTS. SUBCONTRACTORS. LICENSEES DURING PERFORMANCE UNDER THIS AGREEMENT. PER TEXAS EDUCATION CODE 444.032(F). REASONABLE ATTORNEY'S FEES ARE RECOVERABLE BY THE PREVAILING PARTY IN ANY DISPUTE RESULTING IN LITIGATION.). 15. Procedures Related to Indemnification. In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in Section 14 above (including any settlements) and — if it has accepted its indemnity obligation without qualification — control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and TIPS Vendor Agreement Negotiated Page 3 settlement, and TIPS shall, at Vendor's cost and expense (with respect to reasonable out of pocket costs and expenses incurred by TIPS which shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assistance requested by Vendor. In controlling any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly asserted. M. Limitation of Liability. UNDER NO CIRCUMSTANCES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN, WILL EITHER PARTY, ITS AFFILIATES OR ITS OR THEIR SUPPLIERS, SUBCONTRACTORS OR AGENTS BE LIABLE FOR: ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS, REVENUES OR SAVINGS, AND LOSS, DAMAGE OR CORRUPTION OF DATA OR SOFTWARE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE, IN EACH CASE, AND WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY. EXCEPT AS OTHERWISE AGREED BELOW, IN THE EVENT OF ANY LIABILITY INCURRED BY EITHER PARTY OR ANY OF ITS AFFILIATES HEREUNDER, THE ENTIRE LIABILITY OF THE PARTY AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE DOLLAR AMOUNT PAID BY THE TIPS MEMBER FOR THE SPECIFIC PURCHASED ITEM(S) GIVING RISE TO THE CLAIM.IN THE EVENT OF ANY CLAIMS FOR DAMAGE TO TANGIBLE PERSONAL PROPERTY OR PHYSICAL INJURY (INCLUDING DEATH), VENDOR'S TOTAL AGGREGATE LIABILITY FOR SUCH CLAIMS SHALL NOT EXCEED $5,000,000. 17. Confidentiality of Vendor Data. Vendor understands and agrees that by signing this Agreement, all Vendor Data is hereby released to TIPS, TIPS Members, and TIPS third -party administrators to effectuate Vendor's TIPS Contract except as provided for herein. The Parties agree that Vendor Data is accessible by all TIPS Members as if submitted directly to that TIPS Member Customer for purchase consideration. If Vendor otherwise considers any portion of Vendor's Data to be confidential and not subject to public disclosure pursuant to Chapter 552 Texas Gov't Code (the "Public Information Act") or other law(s) and orders, Vendor must have identified the claimed confidential materials through proper execution of the Confidentiality Claim Form which is required to be submitted as part of Vendor's proposal resulting in this Agreement and incorporated by reference. The Confidentiality Claim Form included in Vendor's proposal and incorporated herein by reference is the sole indicator of whether Vendor considers any Vendor Data confidential in the event TIPS receives a Public Information Request. If TIPS receives a request, any responsive documentation not deemed confidential by you in this manner will be automatically released. For Vendor Data deemed confidential by you in this manner, TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law, including Attorney General determination and opinion. In the event that TIPS receives a written request for information pursuant to the Public Information Act that affects Vendor's interest in any information or data furnished to TIPS by Vendor, and TIPS requests an opinion from the Attorney General, Vendor may, at its own option and expense, prepare comments and submit information directly to the Attorney General stating why the requested information is exempt from disclosure pursuant to the requirements of the Public Information Act. Vendor is solely responsible for submitting the memorandum brief and information to the Attorney General within the time period prescribed by the Public Information Act. Notwithstanding any other information provided in this solicitation or Vendor designation of certain Vendor Data as confidential or proprietary, Vendor's acceptance of this TIPS Vendor Agreement constitutes Vendor's consent to the disclosure of Vendor's Data, including any information deemed confidential or proprietary, to TIPS Members or as ordered by a Court or government agency, including without limitation the Texas Attorney General. Vendor agrees that TIPS shall not be responsible or liable for any use or distribution of information or documentation by TIPS Members or as required by law. 18. Vendor's Authorized Resellers. TIPS recognizes that many vendors operate in the open market through the use of resellers or dealers. For that reason, TIPS permits Vendor to authorize Authorized Resellers within its Vendor Portal and make TIPS Sales through the Authorized Reseller(s). Once authorized by Vendor in the Vendor Portal, the Authorized Reseller(s) may make TIPS sales to TIPS Members. However, all purchase documents must include: (1) Authorized Reseller's Name; (2) Vendor's Name, as known to TIPS, and; (3) Vendor's TIPS Contract Name and Number under which it is making the TIPS Sale. Either Vendor or Reseller may report the sale pursuant to the terms herein. However, Vendor agrees that it is legally responsible for all reporting and fee payment as described herein for TIPS Sales made by Authorized Resellers. The TIPS Administration Fee is assessed on the amount paid by the TIPS Member, not on the Vendor's cost or on the amount for which the Vendor sold the item to a dealer or Authorized Reseller. The Parties intend that Vendor shall be responsible and liable for TIPS Sales made by Vendor's Authorized Resellers. Vendor agrees that it is voluntarily authorizing this Authorized Reseller and in doing so, Vendor agrees that it is doing so at its own risk and agrees to protect, indemnify, and hold TIPS harmless in accordance with Sections 14-17 above related to Authorized Reseller TIPS Sales made pursuant to this Agreement or purporting to be made pursuant to this Agreement that may be asserted against Vendor whether rightfully brought or otherwise. The Parties further agree that it is no defense to Vendor's breach of this Agreement that an Authorized Reseller caused Vendor of breach this Agreement. TIPS Vendor Agreement Negotiated Page 4 19. Circumvention of TIPS Sales. When a public entity initiates a purchase with Vendor, if the Member inquires verbally or in writing whether Vendor holds a TIPS Contract, it is the duty of the Vendor to verify whether the Member is seeking a TIPS purchase. Any request for quote, customer communication, or customer purchase initiated through or referencing a TIPS Contract shall be completed through TIPS pursuant to this Agreement. Any encouragement or participation by Vendor in circumventing a TIPS sale being completed may result in immediate termination of Vendor's TIPS Contract(s) for cause as well as preclusion from future TIPS opportunities at TIPS sole discretion. 20. State of Texas Franchise Tax. By signature hereon, Vendor hereby certifies that Vendor is not currently delinquent in the payment of any franchise taxes owed to the State of Texas under Chapter 171 of the Texas Tax Code. 21. Termination. A) Termination for Convenience. TIPS may, by written notice to Vendor, terminate this Agreement for convenience, in whole or in part, at any time by giving thirty (30) days' written notice to Vendor of such termination, and specifying the effective date thereof. B� Termination for Cause. If Vendor fails to materially perform pursuant to the terms of this Agreement, TIPS shall provide written notice to Vendor specifying the default. If Vendor does not cure such default within thirty (30) days, TIPS may terminate this Agreement, in whole or in part, for cause. If TIPS terminates this Agreement for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience. C) Vendor's Termination. If TIPS fails to materially perform pursuant to the terms of this Agreement, Vendor shall provide written notice to TIPS specifying the default (`Notice of Default"). If TIPS does not cure such default within thirty (30) days, Vendor may terminate this Agreement, in whole or in part, for cause. If TIPS terminates this Agreement for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience. D) Upon termination, all TIPS Sale orders previously accepted by Vendor shall be fulfilled and Vendor shall be paid for all TIPS Sales executed pursuant to the applicable terms. All TIPS Sale orders presented to Vendor but not fulfilled by Vendor, prior to the actual termination of this agreement shall be honored at the option of the TIPS Member. TIPS shall submit to Vendor an invoice for any outstanding TIPS Administration Fees and approved expenses and Vendor shall pay such fees and expenses within 30 calendar days of receipt of such valid TIPS invoice. Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS' sole discretion and that any Vendor may be removed from the TIPS program at any time with or without cause. This termination clause does not affect TIPS Sales Supplemental Agreements pursuant to this term regarding termination and the Survival Clause term 22. Survival Clause. It is the intent of the Parties that this Agreement and procurement method applies to any TIPS Sale made during the life of this Agreement even if made on or near the Contract Expiration Date as defined herein. Thus, all TIPS Sales, including but not limited to: leases, service agreements, license agreements, open purchase orders, warranties, and contracts, even if they extend months or years past the TIPS Contract Expiration Date, shall survive the expiration or termination of this Agreement subject to the terms and conditions of the Supplemental Agreement between Customer and Vendor or unless otherwise specified herein. 23. Audit Rights. Due to transparency statutes and public accountability requirements of TIPS and TIPS Members, Vendor shall at their sole expense, maintain documentation of all TIPS Sales for a period of three years from the time of the TIPS Sale. In order to ensure and confirm compliance with this agreement, TIPS shall have authority to conduct audits of TIPS Sales with thirty -days' notice unless the audit is ordered by a Court Order or by a Government Agency with authority to do so without said notice. Notwithstanding the foregoing, in the event that TIPS is made aware of any pricing being offered to eligible entities that is materially inconsistent with Vendor's TIPS Pricing, TIPS shall have the ability to conduct the audit internally or may engage a third- party auditing firm to investigate any possible non -compliant conduct or may terminate the Agreement according to the terms of this Agreement. In the event an audit is performed by a third -party auditing firm, such third -party must execute Vendor's Standard Non -Disclosure Agreement. In the event of an audit, the requested materials shall be reasonably provided in the time, format, and at the location acceptable to TIPS. TIPS agrees not to perform a random audit of the TIPS Sale documentation more than once per calendar year, but reserves the right to audit as TIPS Vendor Agreement Negotiated Page 5 required by any governmental agency or court with regulatory authority over TIPS or the TIPS Member. These audit rights shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. 24. Conflicts of Interest. The Parties confirm that they have not offered, given, or accepted, nor intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, service to the other in connection with this Agreement. Vendor affirms that, to the best of Vendor's knowledge, this Agreement has been arrived at independently, and is awarded without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this Agreement. Vendor agrees that it has disclosed any necessary affiliations with Region 8 Education Service Center and the TIPS Department, if any, through the Conflict of Interest attachment provided in the solicitation resulting in this Agreement. 25. Volume of TIPS Sales. Nothing in this Agreement or any TIPS communication may be construed as a guarantee that TIPS or TIPS Members will submit any TIPS orders to Vendor at any time. 26. Compliance with the Law. The Parties agree to comply fully with all applicable federal, state, and local statutes, ordinances, rules, and regulations applicable to their entity in connection with the programs contemplated under this Agreement. 27. Severability. If any term(s) or provision(s) of this Agreement are held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such term(s) or provision(s) shall be deemed restated to reflect the original intention of the Parties as nearly as possible in accordance with applicable law and the remainder of this Agreement, and the remainder of the provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, unless such holding causes the obligations of the Parties hereto to be impossible to perform or shall render the terms of this Agreement to be inconsistent with the intent of the Parties hereto. 28. Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement through no fault of its own then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon. Upon delivering such notice, the obligation of the affected party, so far as it is affected by such Force Majeure as described, shall be suspended during the continuance of the inability then claimed but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. In the event that Vendor's obligations are suspended by reason of Force Majeure, all TIPS Sales accepted prior to the Force Majeure event shall be the legal responsibility of Vendor and the terms of the TIPS Sale Supplemental Agreement shall control Vendor's failure to fulfill for a Force Majeure event. 29. Immunity. Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement of, any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. 30. Insurance Requirements. Vendor agrees to maintain the following minimum insurance requirements for the duration of this Agreement. All policies held by Vendor to adhere to this term shall be written by a carrier with a financial size category of VII and at least a rating of "A-" by A.M. Best Key Rating Guide. The coverages and limits are to be considered minimum requirements and in no way limit the liability of the Vendor(s). Any immunity available to TIPS or TIPS Members shall not be used as a defense by the contractor's insurance policy. Only deductibles applicable to property damage are acceptable, unless proof of retention funds to cover said deductibles is provided. "Claims made" policies will not be accepted. Vendor's required minimum coverage shall not be suspended, voided, cancelled, non -renewed or reduced in coverage or in limits unless replaced by a policy that provides the minimum required coverage except after written notice by certified mail, return receipt requested has been given to TIPS or the TIPS Member if a project or pending delivery of an order is ongoing. Vendor agrees that when Vendor or its subcontractors are liable for any damages or claims, Vendor's policy, shall be primary over any other valid and collectible insurance carried by the Member or TIPS. General Liability: $1,000,000 each Occurrence/Aggregate Automobile Liability: $300,000 Includes owned, hired & non -owned Workers' Compensation: Statutory limits for the jurisdiction in which the Vendor performs under this Agreement. If Vendor performs in multiple jurisdictions, Vendor shall maintain the statutory limits for the jurisdiction with the greatest dollar policy limit requirement. Umbrella Liability: $1,000,000 each Occurrence/Aggregate TIPS Vendor Agreement Negotiated Page 6 31. Waiver. No waiver of any single breach or multiple breaches of any provision of this Agreement shall be construed to be a waiver of any breach of any other provision. No delay in acting regarding any breach of any provision shall be construed to be a waiver of such breach. 32. Binding Agreement. This Agreement shall be binding and inure to the benefit of the Parties hereto and their respective heirs, legal successors, and assigns. 33. Headings. The paragraph headings contained in this Agreement are included solely for convenience of reference and shall not in any way affect the meaning or interpretation of any of the provisions of this Agreement. 34. Choice of Law and Venue. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas. Any proceeding, claim, action, or alternative dispute resolution arising out of or relating to this Agreement or involving TIPS shall be brought in a State Court of competent jurisdiction in Camp County, Texas, or if Federal Court is legally required, a Federal Court of competent jurisdiction in the Eastern District of Texas, and each of the Parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or and contemplated transaction in any other court. The Parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the Parties irrevocably to waive any objections to venue or to convenience of forum. 35. Relationship of the Parties. Nothing contained in this Agreement shall be construed to make one Party an agent of the other Party nor shall either party have any authority to bind the other in any respect, unless expressly authorized by the other party in writing. The Parties are independent contractors and nothing in this Agreement creates a relationship of employment, trust, agency or partnership between them. 36. Assignment. No assignment of this Agreement or of any duty or obligation of performance hereunder, shall be made in whole or in part by a Party hereto without the prior written consent of the other Party. Written consent of TIPS shall not be unreasonably withheld. 37. Minimum Condition and Warranty Requirements for TIPS Sales. All goods quoted or sold through a TIPS Sale shall be new unless clearly stated otherwise in writing. All new goods and services shall include the applicable manufacturers minimum standard warranty unless otherwise agreed to in the Supplemental Agreement. All services will be provided in a good and workmanlike manner and will, for a period of thirty (30) days following delivery unless a different warranty period is agreed to by the Vendor and TIPS Member, conform to the specifications of the applicable statement of work in all respects. During the aforementioned warranty period, should the TIPS Member discover a non -conformity, it will notify Vendor and Vendor will, at its option and expense, either: (a) re - perform the non -conforming services so as to make them conforming, or (b) refund the TIPS Member the amounts paid for the affected services. The foregoing will operate as the TIPS Member's sole and exclusive remedy in the event of non -conforming services. 38. Minimum Customer Support Requirements for TIPS Sales. Vendor shall provide timely and commercially reasonable support for TIPS Sales or as agreed to in the applicable Supplemental Agreement. 39. Minimum Shipping Requirements for TIPS Sales. Vendor shall ship, deliver, or provide ordered goods and services within a commercially reasonable time after acceptance of the order. If a delay in delivery is anticipated, Vendor shall notify the TIPS Member as to why delivery is delayed and provide an updated estimated time for completion. The TIPS Member may, unless otherwise restricted by the manufacturer, cancel the order if the delay is not commercially acceptable or not consistent with the Supplemental Agreement applicable to the order. 40. Minimum Vendor License Requirements. Vendor shall maintain, in current status, all federal, state, and local licenses, bonds and permits required for the operation of the business conducted by Vendor. Vendor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of goods or services under the TIPS Agreement. TIPS and TIPS Members reserve the right to stop work and/or cancel a TIPS Sale or terminate this or any TIPS Sale Supplemental Agreement involving Vendor if Vendor's license(s) required to perform under this Agreement or under the specific TIPS Sale have expired, lapsed, are suspended or terminated subject to a 30-day cure period unless prohibited by applicable statue or regulation. 41. Minimum Vendor Legal Requirements. Vendor shall remain aware of and comply with this Agreement and all local, state, and federal laws governing the sale of products/services offered by Vendor under this contract. Such applicable laws, ordinances, and policies must be complied with even if not specified herein. TIPS Vendor Agreement Negotiated Page 7 42. Minimum Site Requirements for TIPS Sales (when applicable to TIPS Sale). Cleanup: When performing work on site at a TIPS Member's property, Vendor shall clean up and remove all debris and rubbish resulting from their work as required or directed by the TIPS Member or as agreed by the parties. Upon completion of work, the premises shall be left in good repair and an orderly, neat, clean and unobstructed condition. Preparation: Vendor shall not begin a project for which a TIPS Member has not prepared the site, unless Vendor does the preparation work at no cost, or until TIPS Member includes the cost of site preparation in the TIPS Sale Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre -installation requirements. Registered Sex Offender Restrictions: For work to be performed at schools, Vendor agrees that no employee of Vendor or a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are, or reasonably expected to be, present unless otherwise agreed by the TIPS Member. Vendor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the TIPS Sale at the TIPS Member's discretion. Vendor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge. Safety Measures: Vendor shall take all reasonable precautions for the safety of employees on the worksite, and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Vendor shall post warning signs against all hazards created by the operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage. Smoking: Persons working under Agreement shall adhere to the TIPS Member's or local smoking statutes, codes, ordinances, and policies. 43. Payment for TIPS Sales. TIPS Members may make payments for TIPS Sales directly to Vendor, Vendor's Authorized Reseller, or as otherwise agreed to in the applicable Supplemental Agreement after receipt of the invoice and in compliance with applicable payment statutes. All payments will be made either: (a) within thirty (30) days of receipt or (b) in accordance with applicable statute, whichever is earlier. Regardless of how payment is issued or received for a TIPS Sale, Vendor is responsible for all reporting and TIPS Administration Fee payment requirements as stated herein. 44. Marketing. Vendor agrees to allow TIPS to use their name and logo within the TIPS website, database, marketing materials, and advertisements unless Vendor negotiates this term to include a specific acceptable -use directive. Any use of TIPS' name and logo or any form of publicity, inclusive of press release, regarding this Agreement by Vendor must have prior approval from TIPS which will not be unreasonably withheld. Request may be made by email to tiusatins-usa.com. For marketing efforts directed to TIPS Members, Vendor must request and execute a separate Joint Marketing Disclaimer, at marketinana,tins-usa.com, before TIPS can release contact information for TIPS Member entities for the purpose of marketing your TIPS contract(s). Vendor must adhere to strict Marketing Requirements once a disclaimer is executed. The Joint Marketing Disclaimer is a supplemental agreement specific to joint marketing efforts and has no effect on the terms of the TIPS Vendor Agreement. Vendor agrees that any images, photos, writing, audio, clip art, music, or any other intellectual property ("Property") or Vendor Data utilized, provided, or approved by Vendor during the course of the joint marketing efforts are either the exclusive property of Vendor, or Vendor has all necessary rights, license, and permissions to utilize said Property in the joint marketing efforts. Vendor agrees that they shall indemnify and hold harmless TIPS and its employees, officers, agents, representatives, contractors, assignees, designees, and TIPS Members from any and all claims, damages, and judgments involving infringement of patent, copyright, trade secrets, trade or services marks, and any other intellectual or intangible property rights and/or claims arising from the Vendor's (including Vendor's officers', employees', agents', Authorized Resellers', subcontractors', licensees', or invitees') unauthorized use or distribution of Vendor Data and Property. 45. Tax Exempt Status of TIPS Members. Most TIPS Members are tax exempt entities and the laws and regulations applicable to the specific TIPS Member customer shall control. 46. Automatic Renewal Limitation for TIPS Sales. No TIPS Sale may incorporate an automatic renewal clause that exceeds month to month terns with which the TIPS Member must comply. All renewal terms incorporated into a TIPS Sale Supplemental Agreement shall only be valid and enforceable when Vendor received written confirmation of acceptance of the renewal term from the TIPS Member for the specific renewal term. The purpose of this clause is to avoid a TIPS Member inadvertently renewing an Agreement during a period in which the governing body of the TIPS Member has not properly appropriated and budgeted the funds to satisfy the Agreement renewal. Any TIPS Sale Supplemental Agreement containing an "Automatic Renewal" clause that conflicts with these terms is rendered void and unenforceable. TIPS Vendor Agreement Negotiated Page 8 47. Choice of Law Limitation for TIPS Sales. Vendor agrees that if any "Choice of Law" provision is included in any TIPS Sale agreement/contract between Vendor and a TIPS Member, that clause must provide that the "Choice of Law" applicable to the TIPS Sale agreement/contract between Vendor and TIPS Member shall be the state where the TIPS Member operates unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing a "Choice of Law" clause that conflicts with these terms is rendered void and unenforceable. 48. Venue Limitation for TIPS Sales. Vendor agrees that if any "Venue" provision is included in any TIPS Sale Agreement/contract between Vendor and a TIPS Member, that clause must provide that the "Venue" for any litigation or alternative dispute resolution shall be in the state and county where the TIPS Member operates unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing a "Venue" clause that conflicts with these terms is rendered void and unenforceable. 49. Indemnity Limitation for TIPS Sales. Texas and other jurisdictions restrict the ability of governmental entities to indemnify others. Vendor agrees that if any "Indemnity" provision which requires the TIPS Member to indemnify Vendor is included in any TIPS sales agreement/contract between Vendor and a TIPS Member, that clause must either be stricken or qualified by including that such indemnity is only permitted, "to the extent permitted by the laws and constitution of [TIPS Member's State]" unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing an "Indemnity" clause that conflicts with these terms is rendered void and unenforceable. 50. Arbitration Limitation for TIPS Sales. Vendor agrees that if any "Arbitration" provision is included in any TIPS Sale agreement/contract between Vendor and a TIPS Member, that clause may not require that the arbitration is mandatory or binding. Vendor agrees that if any "Arbitration" provision is included in any TIPS Sale agreement/contract between Vendor and a TIPS Member, that clause provides for only voluntary and non -binding arbitration unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing a "Arbitration" clause that conflicts with these terms is rendered void and unenforceable. 51. Third -Party Cloud Services Vendor is a reseller/rebiller of third -party cloud computing and storage solutions. Accordingly, TIPS and the TIPS Member shall consider the Cloud Service Provider to be the contracting party and the Cloud Service Provider shall be the party responsible for providing the Cloud Services to the TIPS Members and TIPS Members will look solely to the Cloud Service Provider for any loss, claims or damages arising from or related to the provision of such Cloud Services. Some offerings the Cloud Service Provider may necessitate the execution of additional terms and conditions, which will be provided to the TIPS Member prior to the time of order. In Witness Whereof, the parties hereto, each acting under due and proper authority, have signed this Agreement. TIPS Vendor Agreement Negotiated Page 9 TIPS VENDOR AGREEMENT SIGNATURE FORM TIPS RFP 230105 Technology Solutions, Products, and Services Vendor Name: CDW GOVERNMENT LLC Vendor Address: 230 N. M I LWAU KEE AVENUE City: VERNON HILLS State: I L Vendor Authorized Signatory Name: Dario B e rt o c c h i Zip Code: 60061 Vendor Authorized Signatory Title: VP Contracting Operations Vendor Authorized Signatory Phone: Vendor Authorized Signatory Email: ContMgt@cdw.com Vendor Authorized Signature: Z4�- (Thefollowing is for TIPS completion only) TIPS Authorized Signatory Name: Dr. David Fitts TIPS Authorized Signatory Title: Executive Director TP S Authorized Signature: Date: May 9, 2023 Date: 5/10/2023 TIPS Vendor Agreement Signature Form Page 1 EXHIBIT B CDW Government LLC Quote No. PLKC046 Summary of Annual Pricing Agreement Term Total Combined Cost Initial One -Year Term Renewal Year 1 (Optional) Renewal Year 2 (Optional) Renewal Year 3 (Optional) Renewal Year 4 (Optional) $ 26,618.79 41,091.51 44,784.06 49,451.36 51,770.07 *Pricing specifics are detailed in the following Quote No. PLKC046 Cooperative Purchase Agreement — Exhibit B Page 8 of 10 Thank you for choosing CDW. We have received your quote. CDWGHardware Software Services IT Solutions Brands Research Hub QUOTE CONFIRMATION LAURA MCLEAN, Thank you for considering CDW•G for your technology needs. The details of your quote are below. If You are an eProcurement or sinale sian on customer, please loa into vour system to access the CDW site. You can search for your quote to retrieve and transfer back into your system for processing. For all other customers, click below to convert your quote to an order. QUOTE # QUOTE DATE QUOTE REFERENCE CUSTOMER # GRAND TOTAL PLKC046 5/23/2025 PLKC046 5218279 $213,715.79 IMPORTANT - PLEASE READ Special Instructions: **This PO is NON-CANCELLABLE/NON RETURNABLE** **This is billed annually** QUOTE DETAILS ITEM QTY CDW# UNIT PRICE EXT. PRICE SIVIL PREM SUB 1 8390673 $26,618.79 $26,618.79 Mfg. Part#: SIVIL-PREM year 1 Electronic distribution - NO MEDIA Contract: TIPS 230105 Tech Solutions, Products, and Services (230105) SIVIL ARCGIS INTEGRATION 1 8390680 $0.00 $0.00 Mfg. Part#: ARCGIS-INT year 1 Electronic distribution - NO MEDIA Contract: MARKET SIVIL ENTRA ID INTEGRATION 1 8390681 $0.00 $0.00 Mfg. Part#: ENTRA-ID-INT year 1 Electronic distribution - NO MEDIA Contract: TIPS 230105 Tech Solutions, Products, and Services (230105) SIVIL PREM SUB 1 8390673 $29,470.80 $29,470.80 Mfg. Part#: SIVIL-PREM year 2 Electronic distribution - NO MEDIA Contract: TIPS 230105 Tech Solutions, Products, and Services (230105) SIVIL ARCGIS INTEGRATION 1 8390680 $0.00 $0.00 Mfg. Part#: ARCGIS-INT year 2 Electronic distribution - NO MEDIA Contract: MARKET SIVIL SSO INTEGRAT= 1 8390683 $11,620.71 $11,620.71 Mfg. Part#: SSO-INT QUOTE DETAILS (CONT.) year 2 Electronic distribution - NO MEDIA Contract: TIPS 230105 Tech Solutions, Products, and Services (230105) SIVIL PREM SUB Mfg. Part#: SIVIL-PREM yr 3 Electronic distribution - NO MEDIA Contract: TIPS 230105 Tech Solutions, Products, and Services (230105) SIVIL ARCGIS INTEGRATION Mfg. Part#: ARCGIS-INT yr 3 Electronic distribution - NO MEDIA Contract: MARKET SIVIL SSO INTEGRATION Mfg. Part#: SSO-INT yr 3 Electronic distribution - NO MEDIA Contract: TIPS 230105 Tech Solutions, Products, and Services (230105) SIVIL PREM SUB Mfg. Part#: SIVIL-PREM yr 4 Electronic distribution - NO MEDIA Contract: TIPS 230105 Tech Solutions, Products, and Services (230105) SIVIL ARCGIS INTEGRATION Mfg. Part#: ARCGIS-INT yr 4 Electronic distribution - NO MEDIA Contract: MARKET SIVIL SSO INTEGRATION Mfg. Part#: SSO-INT yr 4 Electronic distribution - NO MEDIA Contract: TIPS 230105 Tech Solutions, Products, and Services (230105) SIVIL PREM SUB Mfg. Part#: SIVIL-PREM yr 5 Electronic distribution - NO MEDIA Contract: TIPS 230105 Tech Solutions, Products, and Services (230105) SIVIL ARCGIS INTEGRATION Mfg. Part#: ARCGIS-INT yr 5 Electronic distribution - NO MEDIA Contract: MARKET 1 8390673 1 8390680 1 8390683 1 8390673 1 8390680 1 8390683 1 8390673 1 8390680 $32,233.69 $32,233.69 $0.00 $0.00 $12,550.37 $12,550.37 $35,568.21 $35,568.21 $0.00 $0.00 $13,883.15 $13,883.15 $37,508.29 $37,508.29 $0.00 $0.00 SIVIL SSO INTEGRATION 1 8390683 $14,261.78 $14,261.78 Mfg. Part#: SSO-INT yr 5 Electronic distribution - NO MEDIA Contract: TIPS 230105 Tech Solutions, Products, and Services (230105) Page 2 of 4 SUBTOTAL $213,715.79 SHIPPING $0.00 SALES TAX $0.00 GRAND TOTAL $213,715.79 PURCHASER BILLING INFO DELIVER TO Billing Address: Shipping Address: CITY OF FT WORTH- IT SOLUTIONS CITY OF FT. WORTH FINANCE DIVISIO IT SOLUTIONS 275 W 13TH ST 200 TEXAS ST FORT WORTH, TX 76102-6399 LOWER LEVEL ROOM T-105 Phone: (817) 871-6640 FORT WORTH, TX 76102-6314 Payment Terms: NET 30 Days-Govt/Ed Shipping Method: ELECTRONIC DISTRIBUTION n LEASE OPTIONS Please remit payments to: CDW Government 75 Remittance Drive Suite 1515 Chicago, IL 60675-1515 Sales Contact Info Dave Edwards 1 (877) 274-3443 1 daveedw(&cdwa.com FMV TOTAL I FMV LEASE OPTION I BO TOTAL I BO LEASE OPTION $213,715.79 $6,048.16/Month $213,715.79 $6,954.31/Month Monthly payment based on 36 month lease. Other terms and options are available. Contact your Account Manager for details. Payment quoted is subject to change. Why finance? • Lower Upfront Costs. Get the products you need without impacting cash flow. Preserve your working capital and existing credit line. • Flexible Payment Terms. 100% financing with no money down, payment deferrals and payment schedules that match your company's business cycles. • Predictable, Low Monthly Payments. Pay over time. Lease payments are fixed and can be tailored to your budget levels or revenue streams. • Technology Refresh. Keep current technology with minimal financial impact or risk. Add -on or upgrade during the lease term and choose to return or purchase the equipment at end of lease. • Bundle Costs. You can combine hardware, software, and services into a single transaction and pay for your software licenses over time! We know your challenges and understand the need for flexibility. General Terms and Conditions: This quote is not legally binding and is for discussion purposes only. The rates are estimate only and are based on a collection of industry data from numerous sources. All rates and financial quotes are subject to final review, approval, and documentation by our leasing partners. Payments above exclude all applicable taxes. Financing is subject to credit approval and review of final equipment and services configuration. Fair Market Value leases are structured with the assumption that the equipment has a residual value at the end of the lease term. Need Help? I ■ My Account ■ Support ■ Call 800.800.4239 Page 3 of 4 About Us I Privacy Policy I Terms and Conditions This order is subject to CDW's Terms and Conditions of Sales and Service Projects at http: //www. cdwa. com/content/terms-conditions/product-sales.aslx For more information, contact a CDW account manager. © 2025 CDW•G LLC, 200 N. Milwaukee Avenue, Vernon Hills, IL 60061 1 800.808.4239 Page 4 of 4 EXHIBIT C Sivil Technologies, Inc. End User License Agreement (ATTACHED) Cooperative Purchase Agreement — Exhibit C Page 9 of 10 Docusign Envelope ID: BD702EBB-8DOC-4D97-86AB-EB45527C7454 Gisivil END USER LICENSE AGREEMENT 1. PLATFORM AND SUPPORT This end user license agreement (this "Agreement") details access to and use of the Sivil platform (the "Platform"). Subject to the terms and conditions of this Agreement, Sivil will provide Customer with access to the Platform through the internet. The Platform is subject to modification from time to time at Sivil's sole discretion, for any purpose deemed appropriate by Sivil. Sivil will use reasonable efforts to give Customer prior written notice of any such modification. Sivil will undertake commercially reasonable efforts to make the Platform available twenty-four (24) hours a day, seven (7) days a week. Notwithstanding the foregoing, Sivil reserves the right to suspend Customer's access to the Platform: (i) for scheduled or emergency maintenance, or (ii) in the event Customer is in breach of this Agreement, including failure to pay any amounts due to Sivil. Subject to the terms hereof, Sivil will provide reasonable support to Customer for the Platform from Monday through Friday during Sivil's normal business hours. 2. RESTRICTIONS AND RESPONSIBILITIES Customer will not, and will not permit any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover or obtain the source code, object code or underlying structure, ideas or algorithms of the Platform or any software, documentation or data related to the Platform ("Software") (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); (ii) modify, translate, or create derivative works based on the Platform or Software; (iii) use the Platform or Software for timesharing or service bureau purposes or for any purpose other than its own internal use for its own internal benefit and for the benefit of End Users; (iv) use the Software or Platform in any infringing, defamatory, harmful, fraudulent, illegal, deceptive, threatening, harassing, or obscene way; or (v) use the Platform or Software other than in accordance with this Agreement and in compliance with all applicable laws, regulations and rights (including but not limited to those related to privacy, intellectual property, consumer and child protection, SPAM, text messaging, obscenity or defamation). Specifically, but without limitation, Customer will not use the Platform for any marketing purpose, including without limitation, to send marketing text messages, and will comply with the notice, "opt out" and other provisions of the following California laws: California Business and Professions Code Sections 17538.4 and 17538.45. Customer will cooperate with Sivil in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Sivil may reasonably request. Customer will also cooperate with Sivil in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Platform. Customer will designate an employee who will be responsible for all matters relating to this Agreement ("Primary Contact"). Customer may change the individual designated as Primary Contact at any time by providing written notice to Sivil. Customer hereby agrees to indemnify and hold harmless Sivil against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of Platform, to the extent allowed by Texas law and if, and only if, Customer creates a sinking fund. Nothing in this Agreement shall be construed as requiring Customer to create a sinking fund, or to assess, levy, or collect any tax to fund its obligations pursuant to this Agreement. Although Sivil has no obligation to monitor © 2024 Sivil Technologies, Inc. All Rights Reserved. Proprietary and Confidential. Docusign Envelope ID: BD702EBB-8DOC-4D97-86AB-EB45527C7454 Osivil the content provided by Customer or Customer's use of the Platform , Sivil may do so and may remove any such content or prohibit any use of the Platform it believes may be (or alleged to be) in violation of the foregoing. Customer will be responsible for maintaining the security of Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account with or without Customer's knowledge or consent. Customer further acknowledges, agrees to and is bound by the Terms of Service and Privacy Policy on Sivil's website (as they may be updated from time to time), except to the extent expressly and directly in conflict with the terms hereof. Customer acknowledges and agrees that the Platform operates on or with or using application programming interfaces (APIs) and/or other Platform operated or provided by third parties ("Third Party Services"). Sivil is not responsible for the operation of any Third Party Services nor the availability or operation of the Platform to the extent such availability and operation is dependent upon Third Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. Sivil does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party's terms and conditions. 3. CONFIDENTIALITY Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's technology or business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to anyjudicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. In any event, Sivil may aggregate data and use such aggregated data to evaluate and improve the Platform and otherwise for its business purposes. Customer acknowledges that Sivil does not wish to receive any Proprietary Information from Customer that is not necessary for Sivil to perform its obligations under this Agreement, and, unless the parties specifically agree otherwise, Sivil may reasonably presume that any unrelated information received from Customer is not confidential or Proprietary Information. Both Parties will have the right to disclose the existence but not the terms and conditions of this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a © 2024 Sivil Technologies, Inc. All Rights Reserved. Proprietary and Confidential. Docusign Envelope ID: BD702EBB-8DOC-4D97-86AB-EB45527C7454 Osivil filing required to be made by a Party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirors. 4. INTELLECTUAL PROPERTY RIGHTS Except as expressly set forth herein, Sivil alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Platform or the Software or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any third party relating to the Platform and/or the Software, which are hereby assigned to Sivil. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. Customer is hereby granted a non-exclusive, nontransferable, revocable right to use the Resulting Data for its internal analysis purposes only. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Platform or Software, or any intellectual property rights. Sivil will obtain and process certain content/data provided by or on behalf of Customer ("Content") only to perform its obligations under this Agreement. Customer and its licensors shall (and Customer hereby represents and warrants that they do) have and retain all right, title and interest (including, without limitation, sole ownership of) all Content distributed through the Platform and the intellectual property rights with respect to that Content. If Sivil receives any notice or claim that any Content, or activities hereunder with respect to any Content, may infringe or violate rights of a third party (a "Claim"), Sivil may (but is not required to) suspend activity hereunder with respect to that Content and Customer will indemnify Sivil from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any such Claim, as incurred, subject to and in accordance with the terms of this Agreement. 5. CLIENT SOFTWARE SECURITY Sivil represents and warrants that it will not knowingly include, in any Sivil software released to the public and provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that intentionally disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data. If, at any time, Sivil fails to comply with the warranty in this Section, Customer may promptly notify Sivil in writing of any such noncompliance. Sivil will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting them is not established during such period, Customer may terminate this Agreement as its sole and exclusive remedy for such noncompliance. 6. TERMINATION Subject to earlier termination as provided below, this Agreement is for the Term specified in the Work Order. In the event of any material breach of this Agreement (including any failure to pay), the non -breaching party may terminate this Agreement prior to the end of the Term by giving thirty (30) days (or ten (10) days in the case of nonpayment) prior written notice to the breaching party; provided, however, that this Agreement will not terminate if the breaching party has cured the breach prior to the expiration of such thirty -day period. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do business. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability. © 2024 Sivil Technologies, Inc. All Rights Reserved. Proprietary and Confidential. Docusign Envelope ID: BD702EBB-8DOC-4D97-86AB-EB45527C7454 7. WARRANTY DISCLAIMER EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED HEREIN, THE PLATFORM AND SIVIL PROPRIETARY INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS -IS," WITHOUT ANY WARRANTIES OF ANY KIND. SIVIL (AND ITS AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS) HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON -INFRINGEMENT. 8. LIMITATION OF LIABILITY IN NO EVENT WILL SIVIL (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, PLATFORM OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE PLATFORM OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE PLATFORM OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SIVIL HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF SIVIL, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE FEES PAID TO SIVIL HEREUNDER IN THE TWELVE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 9. EXPORT COMPLIANCE Sivil acknowledges and agrees that Customer's intent for the Platform or any software or anything related thereto or any direct product thereof (collectively "Controlled Subject Matter") is use by its residents on the Internet within the United States, and for purposes of the Export Administration Regulations, Sivil is the exporter for the Platform and the Controlled Subject Matter. Notwithstanding anything else, Customer may not provide to any person or export or re-export or allow the export or re-export of the Platform or any software or anything related thereto or any direct product thereof (collectively "Controlled Subject Matter"), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing Customer acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Use of the Platform is representation and warranty that Customer is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations. As defined in FAR section 2.101, any software and documentation provided by Sivil are "commercial items" and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." 10. MISCELLANEOUS If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and © 2024 Sivil Technologies, Inc. All Rights Reserved. Proprietary and Confidential. Docusign Envelope ID: BD702EBB-8DOC-4D97-86AB-EB45527C7454 Osivil effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Sivil's prior written consent. Sivil may transfer and assign any of its rights and obligations under this Agreement with written notice to Customer. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Sivil in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. Sivil will not be liable for any loss resulting from a cause over which it does not have direct control. This Agreement will be governed by the laws of the State of Texas, U.S.A. without regard to its conflict of laws provisions. Either party may seek injunctive relief in any court of competent jurisdiction. Customer agrees to participate in press announcements requested by Sivil and other promotional activities that may be agreed -upon in writing by the parties. Sivil is permitted to disclose that Customer is one of its customers to any third -party at its sole discretion. SIVIL TECHNOLOGIES, INC. DocuSigned by: By: y E 468 Name: Tony Rice II Email: tony@sivilco.com Title: Chief Executive officer CUSTOMER By: Dianna Giordano (Jul 10, 2025 14:50 CDT) Name: Dianna Giordano Email: N/A Title: Assistant City Manager @ 2024 Sivil Technologies, Inc. All Rights Reserved. Proprietary and Confidential. EXHIBIT D Conflict of Interest Questionnaire (ATTACHED) Cooperative Purchase Agreement — Exhibit D Page 10 of 10 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity FORM CIQ This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. jJ Name of vendor who has a business relationship with local governmental entity. CDW GOVERNMENT LLC J ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) J Name of local government officer about whom the information is being disclosed. NONE Name of Officer J Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes F-1 No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? 71 Yes F1 No J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. J ❑Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). J DanEektocchl' Jul 9, 2025 Dario Bertocchi (Jul9, 2025 09:26 EDT) Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.0010-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021