Agreement

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
Morgan Industries Inc.

THIS LINKING AGREEMENT (this “Agreement”) is entered into as of this day of

» 20 » between the City of Glendale, an Arizona municipal corporation (the “City”), and

Morgan Industries Inc., a(n) Utah corporation authorized to do business in Arizona (“Contractor”),
collectively, the “Parties.”

RECITALS

On April 25, 2023, under the Cooperative Usage Agreement, the Interlocal Purchasing System
(TIPS) entered into a contract with Contractor to purchase the goods and services described
in the TIPS Contract # 23010401 Trades, Labor, and Materials(“Cooperative Purchasing
Agreement”), which is attached hereto as Exhibit A. The Cooperative Purchasing Agreement
permits its cooperative use by other governmental agencies including the City.

Section 2-149 of the City’s Procurement Code permits the Materials Manager to procure goods
and services by participating with other governmental units in cooperative purchasing
agreements when the best interests of the City would be served.

Section 2-149 also provides that the Materials Manager may enter into such cooperative
agreements without meeting the formal or informal solicitation and bid requirements of
Glendale City Code Sections 2-145 and 2-146.

The City desires to contract with Contractor for supplies or services identical, or nearly
identical, to the supplies or services Contractor is providing other units of government under
the Cooperative Purchasing Agreement. Contractor consents to the City’s utilization of the
Cooperative Purchasing Agreement as the basis of this Agreement, and Contractor desires to
enter into this Agreement to provide the supplies and services set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated by reference,
and the covenants and promises contained in this Linking Agreement, the parties agtee as follows:

1.

Term of Agreement. The City is purchasing supplies and/or services from Contractor
pursuant to the Cooperative Purchasing Agreement. According to the Cooperative
Purchasing Agreement, purchases can be made by governmental entities from the date of
award, which was April 30, 2023, until the date the contract expires on April 30, 2028. TIPS
may offer to extend its vendor agreement, but no set extension term is provided in the
Cooperative Agreement. If TIPS does extend its contract, Glendale may, at its sole option,
also renew, but Glendale renewals are not automatic and shall only occur if the City gives the
Contractor notice of its intent to renew. The City may give the Contractor notice of its intent

1/2/2020

to renew this Agreement 30 days prior to the anniversaty of the Effective Date to effectuate
such renewal.

C f Work; Tetms, Conditions, and Specifications.

A. Contractor shall provide City the supplies and/or services identified in the Scope of
Work attached as Exhibit B.

B. Contractor agrees to comply with all the terms, conditions and specifications of the

Cooperative Purchasing Agreement. Such terms, conditions and specifications are
specifically incorporated into and are an enforceable part of this Agreement.

Compensation.

A. City shall pay Contractor compensation at the same rate and on the same schedule as
provided in the Cooperative Purchasing Agreement, which is attached hereto as
Exhibit C.

B. The total purchase price for the supplies and/or services purchased under this

Agreement shall not exceed Three Million five hundred thousand dollars ($3,500,000)
for the entire term of the Agreement (initial term plus any renewals).

Cancellation. This Agreement may be cancelled pursuant to A.R.S. § 38-511.

Non-discrimination. Contractor must not discriminate against any employee or applicant for
employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual
orientation, gender identity or expression, genetic characteristics, familial status, U.S. military
veteran status or any disability. Contractor will require any Sub-contractor to be bound to the
same requirements as stated within this section. Contractor, and on behalf of any
subconttactors, wattants compliance with this section.

Insurance Certificate. A certificate of insurance applying to this Agreement must be provided
to the City prior to the Effective Date.

E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the
tequitements of A.R.S. § 41-4401.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the
patties hereby certify that they are not currently engaged in, and agree for the duration of the
Agreement to not engage in, a boycott of goods or services from Israel, as that term is defined
in ARS § 35-393.

Attestation of PCI Compliance. When applicable, the Contractor will provide the City
annually with a Payment Card Industry Data Security Standard (PCI DSS) attestation of
compliance certificate signed by an officer of Contractor with oversight responsibility.

4/29/2021

10. Notices. Any notices that must be provided under this Agreement shall be sent to the Patties’
respective authorized representatives at the address listed below:

City of Glendale

c/o Vladan Gluvacevic

6210 W. Myrtle Ave. Suite 111
Glendale AZ 85301

And

Morgan Industties Inc.
c/o Jeremy Nielson
PO Box 190,
Clearfield, UT 84015

IN WITNESS WHEREOF, the patties hereto have executed this Agreement as of the date and year
set forth above.

“City” “Contractor”

City of Glendale, an Arizona Morgan Industries Inc.,

municipal corporation an Utah corporation
Kevin R. Phelps , Name: Jere Nielson”
City Manager Title: operations

ATTEST:

Julie K. Bower (SEAL)

City Clerk

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

4/29/2021

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
Morgan Industries Inc.

EXHIBIT A
(The Interlocal Purchasing System, ‘TTPS Contract # 23010401 Trades, Labor, and Materials)

4/29/2021

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
Morgan Industries Inc.

EXHIBIT B
Scope of Work

PROJECT

Morgan Industries Inc. will provide the City of Glendale with asphalt pavement replacement, slurry
sealing type II, asphalt resealing, striping, ADA compliant Striping and concrete ramps, concrete
patching.

4/29/2021

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
Morgan Industries Inc.

EXHIBIT C
METHOD AND AMOUNT OF COMPENSATION
Method and amount of compensation is in accordance with the Section 3 of this agreement.
NOT TO EXCEED AMOUNT
The total amount of compensation paid to Contractor for full completion of all work required by
the Project must not exceed $Three million five hundred thousand annually or $3,500,000 for the
entire term of the Agreement.
DETAILED PROJECT COMPENSATION
‘The City shall pay contractor compensation in accordance with the rates as set forth in the TIPS

Contract # 23010401 Trades, Labor, and Materials for the City of Glendale Facilities on an as-
needed basis.

4/29/2021

TIPS VENDOR AGREEMENT (Part 1)
TIPS RFP 230104 Trades, Labor, and Materials (PART 1)

The following Vendor Agreement (“Agreement”) creates a legal agreement between The Interlocal Purchasing System (“TIPS”), a
government purchasing cooperative and Department of Texas Region 8 Education Service Center and (INSERT ENTITY NAME):

Morgan Industries Inc

(ENTER ENTITY NAME]

its owners, agents, subsidiaries, and affiliates (together, “Vendor” (individually, “Party”, and collectively the “Parties”) and this
agreement shall exclusively govern the contractual relationship (“Agreement”) between the Parties for Part 1 of the related solicitation
opportunity. If Vendor proposes and is awarded on Part 2, a separate Part 2 Vendor Agreement shall control Part 2 terms.

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

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.

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.

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.

Entire Agreement. This Agreement resulted from TIPS posting a Part 1 “TIPS Solicitation” (RFP, RCSP, RFQ, or other) and Vendor
submitting a proposal in response to that posted TIPS Solicitation for evaluation and award. The Parties agree that this Agreement
consists of the provisions set forth herein and: (1) The Part 1 TIPS solicitation document resulting in this Agreement; (2) Any Part 1
addenda or clarifications issued in relation to the TIPS solicitation; (3) All Part 1 solicitation information provided to Vendor by TIPS
through the TIPS eBid System; (3) Vendor’s entire Part 1 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.

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.

TIPS Vendor Agreement (Part 1) Page 1

10.

il.

Vendor Identity and Contact Information. It is Vendor’s sole responsibility to ensure that all identifying vendor information (name,
EIN, d/b/a’s, etc.) and contact information is updated and current at all times within the TIPS eBid System and the TIPS Vendor Portal.
It is Vendor’s sole responsibility to confirm that all e-correspondence issued from tips-usa.com, ionwave.net, and tipsconstruction.com
to Vendor’s contacts are received and are not blocked by firewall or other technology security. Failure to permit receipt of
correspondence from these domains and failure to keep vendor identity and contact information current at all times during the life of
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.

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.

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 ofa 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.

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.

Reporting TIPS Sales. Vendor must report all TIPS Sales to TIPS. Ifa TIPS sale is initiated by Vendor receiving a TIPS Member’s
purchase order from TIPS directly, Vendor may consider that specific TIPS Sale reported. Otherwise, with the exception of TIPS
Automated Vendors, who have signed an exclusive agreement with TIPS regarding reporting, all TIPS Sales must be reported to TIPS
by either: (1) Emailing the purchase order or similar purchase document (with Vendor’s Name, as known to TIPS, and the TIPS
Contract Name and Number included) to TIPS at tipspo@tips-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) Within 3 business days of the order being accepted by Vendor, Vendor
must login to the TIPS Vendor Portal and successfully self-report all necessary sale information within the Vendor Portal and confirm
that it shows up accurately on your current Vendor Portal statement. No other method of reporting is acceptable unless agreed to by
the Parties in writing. Failure to report all sales pursuant to this provision may result in immediate cancellation of Vendor's TIPS
Contract(s) for cause at TIPS’ sole discretion. Please refer to the TIPS Accounting FAQ’s for more information about reporting sales
and if you have further questions, contact the Accounting Team at accounting@tips-usa.com.

TIPS Administration Fees. The collection of administrative fees by TIPS, a government entity, for performance of these procurement
services is required pursuant to Texas Government Code Section 791.011 et. seq. The administration fee (“TIPS Administration Fee”)
is the amount legally owed by Vendor to TIPS for TIPS Sales made by Vendor. The TIPS Administration Fee amount is typically a
set percentage of the amount paid by the TIPS Member for each TIPS Sale, less shipping cost, bond cost, and taxes if applicable and
identifiable, which is legally due to TIPS, but the exact TIPS Administration Fee for this Contract is published in the corresponding
solicitation and is incorporated herein by reference. TIPS Administration Fees are due to TIPS immediately upon Vendor’s receipt of
payment, including partial payment, fora TIPS Sale. The TIPS Administration Fee is assessed on the amount paid by the TIPS Member,
not on the Vendor’s cost or on the amount for which the Vendor sold the item to a dealer or Authorized Reseller. Upon receipt of
payment for a TIPS Sale, including partial payment (which renders TIPS Administration Fees immediately due), Vendor shall issue to
TIPS the corresponding TIPS Administration Fee payment as soon as possible but not later than thirty-one calendar days following
Vendor’s receipt of payment. Vendor shall pay TIPS via check unless otherwise agreed to by the Parties in writing. Vendor shall
include clear documentation with the issued payment dictating to which sale(s) the amount should be applied. Vendor may create a
payment report within their TIPS Vendor Portal which is the preferred documentation dictating to which TIPS Sale(s) the amount
should be applied. Failure to pay all TIPS Administration Fees pursuant to this provision may result in immediate cancellation of
Vendor’s TIPS Contract(s) for cause at TIPS’ sole discretion as well as the initiation of collection and legal actions by TIPS against
Vendor to the extent permitted by law. Any overpayment of participation fees to TIPS by Vendor will be refunded to the Vendor

TIPS Vendor Agreement (Part 1) Page 2

12.

13.

14,

15.

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.

Term of the Agreement. This Agreement with TIPS is for approximately five years.

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.

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

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. 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.

Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS
OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE “TIPS INDEMNITEES”) FROM AND AGAINST ALL
CLAIMS AND SUITS BY THIRD-PARTIES FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES, LOSSES,
EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR’S
PERFORMANCE UNDER _THIS_AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR’S OFFICERS, EMPLOYEES, AGENTS.
AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION,
INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL, OR STATUTORY LAW OR BASED IN
WHOLE OR IN PART UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS ON THE PART OF VENDOR, ITS
OFFICERS, EMPLOYEES, AGENTS, AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES. NO LIMITATION OF
LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO
BY TIPS. APART FROM THIS INDEMNIFICATION PROVISION REQUIRING INDEMNIFICATION OF THE TIPS INDEMNITEES’
ATTORNEY’S FEES AS SET FORTH ABOVE, RECOVERY OF ATTORNEYS’ FEES BY THE PREVAILING PARTY IS AUTHORIZED ONLY IF

AUTHORIZED BY TEX. EDUC. CODE § 44.032(F).

Indemnification and Assumption of Risk — Vendor Data. VENDOR AGREES THAT IT IS VOLUNTARILY PROVIDING DATA
{INCLUDING BUT NOT LIMITED TO: VENDOR INFORMATION, VENDOR DOCUMENTATION, VENDOR’S PROPOSALS, VENDOR PRICING

TIPS Vendor Agreement (Part 1) Page 3

16.

17.

18.

19.

SUBMITTED OR PROVIDED TO TIPS, TIPS CONTRACT DOCUMENTS, TIPS CORRESPONDENCE, VENDOR LOGOS AND IMAGES,
VENDOR’S CONTACT INFORMATION, VENDOR’S BROCHURES AND COMMERCIAL INFORMATION, VENDOR’S FINANCIAL
INFORMATION, VENDOR’S CERTIFICATIONS, AND ANY OTHER VENDOR INFORMATION OR DOCUMENTATION, INCLUDING WITHOUT
LIMITATION SOFTWARE AND SOURCE CODE UTILIZED BY VENDOR, SUBMITTED TO TIPS BY VENDOR AND ITS AGENTS) (“VENDOR
DATA”) TO TIPS. FOR THE SAKE OF CLARITY, AND WITHOUT LIMITING THE BREADTH OF THE INDEMNITY OBLIGATIONS IN
SECTION 13 ABOVE, VENDOR AGREES TO PROTECT, INDEMNIFY, AND HOLD THE TIPS INDEMNITEES HARMLESS FROM AND AGAINST
ANY AND ALL LOSSES, CLAIMS, ACTIONS, DEMANDS, ALLEGATIONS, SUITS, JUDGMENTS, COSTS, EXPENSES, FEES, INCLUDING COURT
COSTS, ATTORNEY’S FEES, AND EXPERT FEES AND ALL OTHER LIABILITY OF ANY NATURE WHATSOEVER ARISING OUT OF OR
RELATING TO: (1) ANY UNAUTHORIZED, NEGLIGENT OR WRONGFUL USE OF, OR CYBER DATA BREACH INCIDENT AND VIRUSES OR
OTHER CORRUPTING AGENTS INVOLVING, VENDOR’S DATA, PRICING, AND INFORMATION, COMPUTERS, OR OTHER HARDWARE OR
SOFTWARE SYSTEMS, AND; (I) ALLEGATIONS OR CLAIMS THAT ANY VENDOR DATA INFRINGES ON THE INTELLECTUAL PROPERTY
RIGHTS OF A THIRD-PARTY OR VENDOR.

Procedures Related to Indemnification. In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in
Section 13 and 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
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.

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

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.

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

TIPS Vendor Agreement (Part 1) Page 4

20.

21.

22.

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.

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.

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.

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.

Cc) 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

E) Vendor hereby waives any and all claims for damages, including, but not limited, to consequential damages or
lost profits, that might arise from TIPS’ act of terminating this Agreement.

23. Survival Clause. It is the intent of the Parties that this Agreement and procurement method applies to any TIPS Sale made during the

life of this Agreement even if made on or near the Contract Expiration Date as defined herein. Thus, all TIPS Sales, including but not
limited to: leases, service agreements, license agreements, open purchase orders, warranties, and contracts, even if they extend months

TIPS Vendor Agreement (Part 1) Page 5

24,

25.

26.

27,

28.

29.

30.

31.

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.

Audit Rights. Due to transparency statutes and public accountability requirements of TIPS and TIPS Members, Vendor shall at their
sole expense, maintain documentation of all TIPS Sales for a period of three years from the time of the TIPS Sale. In order to ensure
and confirm compliance with this agreement, TIPS shall have authority to conduct audits of Vendor’s TIPS Pricing or TIPS Sales with
thirty-days’ notice unless the audit is ordered by a Court Order or by a Government Agency with authority to do so without said notice.
Notwithstanding the foregoing, in the event that TIPS is made aware of any pricing being offered to eligible entities that is materially
inconsistent with Vendor’s TIPS Pricing, TIPS shall have the ability to conduct the audit internally or may engage a third- party auditing
firm to investigate any possible non-compliant conduct or may terminate the Agreement according to the terms of this Agreement. In
the event of an audit, the requested materials shall be reasonably provided in the time, format, and at the location acceptable to TIPS.
TIPS agrees not to perform a random audit the TIPS transaction documentation more than once per calendar year, but reserves the right
to audit for just cause or as required by any governmental agency or court with regulatory authority over TIPS or the TIPS Member.
These audit rights shall survive termination of this Agreement for a period of one (1) year from the effective date of termination.

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.

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.

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.

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.

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.

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.

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

TIPS Vendor Agreement (Part 1) Page 6

32.

33.

34.

35.

36.

37.

38.

39.

40.

41.

said deductibles is provided. "Claims made" policies will not be accepted. Vendor’s required minimum coverage shall not be suspended,
voided, cancelled, non-renewed or reduced in coverage or in limits unless replaced by a policy that provides the minimum required
coverage except after thirty (30) days prior written notice by certified mail, return receipt requested has been given to TIPS or the TIPS
Member if a project or pending delivery of an order is ongoing. Upon request, certified copies of all insurance policies shall be furnished
to the TIPS or the TIPS Member. 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

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.

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

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.

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.

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.

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.

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.

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.

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

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

TIPS Vendor Agreement (Part 1) Page 7

42.

43.

44,

45.

46.

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.

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.

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.

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. 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.

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 tips@tips-usa.com. For marketing efforts directed to TIPS Members,
Vendor must request and execute a separate Joint Marketing Disclaimer, at marketing@tips-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.

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.

TIPS Vendor Agreement (Part 1) Page 8

47.

48.

49.

50.

51.

Automatic Renewal Limitation for TIPS Sales. No TIPS Sale may incorporate an automatic renewal clause that exceeds month to
month terms with which the TIPS Member must comply. All renewal terms incorporated into a TIPS Sale Supplemental Agreement
shall only be valid and enforceable when Vendor received written confirmation of acceptance of the renewal term from the TIPS
Member for the specific renewal term. The purpose of this clause is to avoid a TIPS Member inadvertently renewing an Agreement
during a period in which the governing body of the TIPS Member has not properly appropriated and budgeted the funds to satisfy the
Agreement renewal. Any TIPS Sale Supplemental Agreement containing an “Automatic Renewal” clause that conflicts with these
terms is rendered void and unenforceable.

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.

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.

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.

Arbitration Limitation for TIPS Sales. Vendor agrees that if any "Arbitration" provision is included in any TIPS Sale
agreement/contract between Vendor and a TIPS Member, that clause may not require that the arbitration is mandatory or binding.
Vendor agrees that if any "Arbitration" provision is included in any TIPS Sale agreement/contract between Vendor and a TIPS Member,
that clause provides for only voluntary and non-binding arbitration unless the TIPS Member expressly agrees otherwise. Any TIPS
Sale Supplemental Agreement containing a “Arbitration” clause that conflicts with these terms is rendered void and unenforceable.

In Witness Whereof, the parties hereto, each acting under due and proper authority, have signed this Agreement.

TIPS Vendor Agreement (Part 1) Page 9

TIPS VENDOR AGREEMENT SIGNATURE FORM
TIPS RFP 230104 Trades, Labor, and Materials (Part 1)

Morgan Industries

Vendor Name:

Vendor Address: PO Box 190

ciy, Clearfield state. UT zip Code: 84015

Vendor Authorized Signatory Name: J erem y N le | son

VP Operations

Vendor Authorized Signatory Title:

801-698-4602

Vendor Authorized Signatory Phone:

Vendor Authorized Signatory Email: j n iel son @ m organ pavem ent com

Jeremy Nielson Suenewemer 3/09/2023

Vendor Authorized Signature:

(The following is for TIPS completion only)

Dr. David Fitts

TIPS Authorized Signatory Name:

TIPS Authorized Signatory Title: Executive Director

\ °
TIPS Authorized sm: Date Wasp il DateLf- 2 5- 7 ( ) 23

TIPS Vendor Agreement Signature Form (Part 1) Page |

230104
Morgan Pavement Maintenance

Morgan Industries, Inc.
Supplier Response

Event Information

Number:
Title:

Type:

Issue Date:
Deadline:
Notes:

230104

Trades, Labor, and Materials (2 Part with JOC)

Request for Proposal

1/5/2023

2/17/2023 03:00 PM (CT)

This is a solicitation issued by The Interlocal Purchasing System (TIPS), a department of
Texas Region 8 Education Service Center. It is an Indefinite Delivery, Indefinite Quantity
("IDIQ") solicitation. It will result in contracts that provide, through adoption/"piggyback"
an indefinite quantity of supplies/services, during a fixed period of time, to TIPS public
entity and qualifying non-profit "TIPS Members” throughout the nation. Thus, there is no
specific project or scope of work to review. Rather this solicitation is issued as a
prospective award for utilization when any TIPS Member needs the goods or services
offered during the life of the agreement.

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

Page 1 of 37 pages

Vendor: Morgan Pavement Maintenance

230104

Thus, Vendors are encouraged to respond to both Parts 1 and 2 in case your TIPS
Member Customers require that a sale be made under one Part or the other. However,
responding to both Parts is not required. Please see the attachment entitled TIPS
Informational — Do | Respond to Part 1, Part 2, or Both” for more information.

Contact Information

Address: Region 8 Education Service Center
4845 US Highway 271 North
Pittsburg, TX 75686

Phone: +1 (866) 839-8477

Email: bids@tips-usa.com

Page 2 of 37 pages Vendor: Morgan Pavement Maintenance 230104

Morgan Pavement Maintenance Information

Contact: Jeremy Nielson
Address: 625 South Main
Clearfield, UT 84015
Phone: (801) 544-5947
Email: JNIELSON@MORGANPAVEMENT.COM

Web Address: morganpavement.com

By submitting your response, you certify that you are authorized to represent and bind your company.

Jeremy Nielson JNIELSON@MORGANPAVEMENT.COM
Signature Email
Submitted at 2/17/2023 12:00:10 PM (CT)

Requested Attachments
Pricing Form 1 (Part 1) 230104 Pricing Form 1 (Part 1)- Morgan Industries.xIsx

If responding to Part 1, Pricing Form 1 (Part 1) must be downloaded from the “Attachments” section of the lonWave
eBid System, reviewed, properly completed as instructed, and uploaded to this location.

Pricing Form 2 (Part 1) 230104 Pricing Form 2 (Part 1)- Morgan Industries.xlsx

If responding to Part 1, Pricing Form 2 (Part 1) must be downloaded from the “Attachments” section of the lonWave
eBid System, reviewed, properly completed as instructed, and uploaded to this location.

Alternate or Supplemental Pricing Documents (Part 1) No response

Optional. If responding to Part 1, when completing Pricing Form 1 (Part 1) & Pricing Form 2 (Part 1), you direct TIPS to
view additional, alternate, or supplemental pricing documentation, you may upload that Part 1 documentation.

Vendor Agreement (Part 1) 230104 Vendor Agreement (Part 1).pdf

If responding to Part 1, the Vendor Agreement must be downloaded from the “Attachments” section of the lonWave
eBid System, reviewed, Vendor Name placed in the line provided at the top, and uploaded to this location. If Vendor
has proposed deviations to the Vendor Agreement (Part 1), Vendor may assert so in the Attribute Questions and
those shall be addressed during evaluation.

Vendor Agreement Signature Form (Part 1) 230104 Vendor Agreement Signature Form (Part 1).pdf

If responding to Part 1 the Vendor Agreement Signature Form (Part 1) must be downloaded from the “Attachments”
section of the lonWave eBid System, reviewed, properly completed, and uploaded to this location. If Vendor has
proposed deviations to the Vendor Agreement (Part 1), Vendor may leave the signature line of this page blank and
assert so in the Attribute Questions and those shall be addressed during evaluation.

Part 2 Required Bonding Capacity Letter Morgan Pavement - Bondability Letter 2-14-2023. pdf

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

Page 3 of 37 pages Vendor: Morgan Pavement Maintenance 230104

Optional Xactimate Response Attachment (Part 2) No response

\f proposing on Part 2, this pricing method is optional and CANNOT be used instead of the required RS Means Pricing
on Part 2. RS Means Pricing is required on Part 2 but Vendor may submit this pricing option in addition to the required
RS Means Pricing and the two pricing scores will be averaged for Part 2. If desired, the Optional Additional Xactimate
Pricing Form (Part 2) may be downloaded from the “Attachments” section of the lonWave eBid System, reviewed,
properly completed, and uploaded at this location.

Vendor Agreement (Part 2) 230104 Vendor Agreement - JOC (Part 2).pdf

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

Vendor Agreement Signature Form (Part 2) 230104 Vendor Agreement Signature Form (Part 2).pdf

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

Reference Form Reference Form JOC (Parts 1 & 2).xls

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

Required Confidentiality Claim Form 230104 Required Confidentiality Claim Form.pdf

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

Conflict of Interest Questionnaire - Form CIQ No response

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

Disclosure of Lobbying Activities - Standard Form - LLL No response

Do not upload this form unless Vendor has reportable lobbying activities. There are Attributes entitled, “2 CFR Part
200 or Federal Provision - Byrd Anti-Lobbying Amendment — Continued.” Properly respond to those Attributes and
only upload this form if applicable/instructed. If upload is required based on your response to those Attributes, the

Disclosure of Lobbying Activities - Standard Form - LLL must be downloaded from the “Attachments” section of the
lonWave eBid System, reviewed, properly completed, and uploaded to this location.

Current Form W-9 W-9 .pdf

Vendor must upload their current IRS Tax Form W-9. The legal name, EIN, and d/b/a's listed should match the
information provided herein exactly. This form will be utilized by TIPS to properly identify your entity.

Certificates & Licenses (Supplemental Vendor Information Morgan Industries Inc- Contractors Licenses .pdf
Only)

Optional. If Vendor would like to display any applicable certificates or licenses (including HUB certificates) for TIPS and
TIPS Member Customer consideration, Vendor may upload those at this location. These supplemental documents
shall not be considered part of the TIPS Contract. Rather, they are Vendor Supplemental Information for marketing
and informational purposes only.

Vendor’s Warranties, Terms, and Conditions (Supplemental Vendor Information Only) No response

Optional. If Vendor would like to display any standard warranties, terms, or conditions which are often applicable to
their offerings for TIPS and TIPS Member Customer consideration, Vendor may upload those at this location. These
supplemental documents shall not be considered part of the TIPS Contract. Rather, they are Vendor Supplemental
Information for marketing and informational purposes only.

Page 4 of 37 pages Vendor: Morgan Pavement Maintenance 230104