Item 19 2023-01399 Cooperative Agreements Purchase of Axon Enterprises, Inc. Solutions [Published for 10-Day Review 11302023] — Sacramento City Council, December 12, 2023 (part 6 of 6)

12007 Research Boulevard · Austin, Texas 78759-2439 · PH: 800-695-2919 · buyboard.com Notice and Instructions COMM/SVCS/CONST.v.08.11.2021
PROPOSAL INVITATION NO. 698-23

TABLE OF CONTENTS
NOTICE AND INSTRUCTIONS Page
Notice of Proposal Invitation 1
Instructions to Proposers 4

GENERAL INFORMATION
General Information 7

PROPOSAL FORMS
Proposer’s Acceptance and Agreement 10
PROPOSAL FORMS PART 1: COMPLIANCE FORMS
Proposal Acknowledgements 11
Felony Conviction Disclosure 12
Resident/Nonresident Certification 13
Debarment Certification 13
Vendor Employment Certification 13
No Boycott Verification 14
No Excluded Nation or Foreign Terrorist Organization Certification 15 Historically Underutilized Business Certification 15
Acknowledgement of BuyBoard Technical Requirements 15
Construction-Related Goods and Services Affirmation 16
Deviation and Compliance 17
Vendor Consent for Name Brand Use 18
Confidential/Proprietary Information 19
EDGAR Vendor Certification 21
Compliance Forms Signature Page 25
PROPOSAL FORMS PART 2: VENDOR INFORMATION FORMS
Vendor Business Name 26
Vendor Contact Information 27
Federal and State/Purchasing Cooperative Experience 27
Governmental References 28
Company Profile 28
Texas Regional Service Designation 29
State Service Designation 30

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National Purchasing Cooperative Vendor Award Agreement 31 Local/Authorized Seller Listings 33
Manufacturer Dealer Designation 34
Proposal Invitation Questionnaire 35
Vendor Request to Self-Report BuyBoard Purchases 37
Proposal Specification Summary 38
Required Forms Checklist 40

GENERAL TERMS AND CONDITIONS
General Terms and Conditions 41

APPENDICES
Appendix I: BuyBoard Technical Requirements 68
Appendix II: Additional Terms and Conditions for BuyBoard Self-Reporting 71

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12007 Research Boulevard · Austin, Texas 78759-2439 · PH: 800-695-2919 · buyboard.com

Notice and Instructions COMM/SVCS/CONST.v.08.11.2021

INSTRUCTIONS TO PROPOSERS

Electronic Proposal Submission
The Cooperative requests that Vendors submit Proposals electronically in accordance with the instructions here in via the link available on the following website:

 buyboard.com/vendor

There is no cost to th e Vendor to register or use t he electronic proposal submission option. To the extent a vendor is unable to subm it a P roposal electron ically through the proposal website, in structions for hard copy submissions are provided below.

Before you submit
 In order to submit a Proposal electronically, you must have a working registered vendor username and password to login. If you do n ot have a registered vendor username and password, you may obtain one by r egistering at buyboard.com/vendor. Note to exis ting BuyBoard vendors: The regi st ered ven dor login u sed for electronic proposal submis sion is NOT the sa me as your exis ting logi n used to check purchase orders o r simila r vendor informa tion under awa rded contracts. Vendors are highly encouraged to ensure you have a working vendor login well in advance of the submission deadline.

 Vendor is responsible for ensuring it has the technical capability to submit its Proposal via electronic submission.

 Browser requirements can be found at https://buyboard.ionwave.net/BrowserCompatibility.html.

 VENDOR SHALL BE SOLELY RESPONSIBLE FOR ENSURING TIMELY S UBMISSION OF VENDOR’S PR OPOSAL. Neither the Cooperative nor the Cooperative administrator shall be respon sible for equipment or software failu re, internet or website downtime, corrupt or unrea dable data, or other technical issues that may cause delay or no n-delivery of a Proposal or inaccessibility of the submitted data. Accordingly, Vendors are highly encouraged to prepare and allow for sufficient time to familiarize itself with the electronic submission requirements and to address any technical or data issues prior to the Proposal Due Date.

How to subm it Proposal ele ctronically
 Login using your registered vendor login at buyboard.com/vendor under the “Register/Login/Submit Proposal” link.

 The page will open to the list of “Available Bids.”

 Click on the applicable Proposal Invitation number under the “My Invitations” or “Other Bid Opportunities” section to view this Proposal Invitation request.

 Revi ew and follow all instruc tions on the webpage.

 VENDOR INFORMATION – Select the “Attributes” tab to locate the Vendor Contact Information fields required to be completed and submitted.
 Vendors must respond to each item by providing the information requested. If you fail to complete any of the line items, you will receive an error and will be unable to submit your Proposal.

 PROPOSAL SPECIFICATIONS – Select the “Line Items” tab to locate the Proposal Specifications.  Input all required proposal pricing information (discount (%) off catalog/pricelist, line item pricing, hourly labor rates, and/or other related pricing information) as specified.

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12007 Research Boulevard · Austin, Texas 78759-2439 · PH: 800-695-2919 · buyboard.com Notice and Instructions COMM/SVCS/CONST.v.08.11.2021
 Vendors must respond to each line item by either providing the information requested in the specifications, adding alternates to provide additional information (as necessary), or by indicating no bid. If you fail to complete any of the line items, you will receive an error and will be unable to submit your Proposal.  Vendors proposing various manufacturer product lines per line item on the Proposal Specification Form must submit the information as follows or the Proposal may not be considered:
i. Manufacturers shall be listed in alphabetical order
ii. Vendor must list one specific percentage discount for each manufacturer listed. Use the “Add Alternates” option as needed to add additional manufacturers.  PROPOSAL DOCUMENTS - To upload your Proposal documents, select the “Response Attachments” tab and upload a signed , complete copy of your Proposal in searchable PDF forma t, including all required proposal documents (Proposal Forms, and any oth er documents req uired by the Proposal Invitation). Electronic Catalogs/Pricelists must be submitted with the Proposal in the format required by these Instructions to Proposers or it will not be considered.
 PROPOSAL SUBMISSION - Select the “Response Submission” tab to submit the Proposal.  If an error or multiple errors occur, the system will display the location of the error(s).  Go to the p roblem area and correc t the errors. You must go to the specific tab(s) that contain(s) the error(s) to review the error detail and correct the error(s). Your sub mis sion will not be su bm itted until all err ors are cor rected.
 Once all errors are corrected, proceed to the “Response Submission” tab to submit the response.

How t o sub mit hard copy Proposal – Paper copies wi ll NOT be accepted While the Cooperative requests electronic submission of Proposals through the designated website , any Vendor without the technical capability or wishing to su bmit a hard c opy Proposal may d o so in accordance with the following instructions:
 Contact BuyBoard
staff at [email protected] to request a copy of the Proposal Specification Form and other forms not included in this packet in hard copy form at least five (5) business days prior to the Proposal Due Date.  Submit the signed, completed Pro posal in a s ealed envelope or carton properly marked with the Proposal Invi tation number and Pro posal submit tal date and time and containing a ll required proposal documents (including forms, completed Proposal Specification Form, and any other documents required by th e Proposal Invitation). The Proposal must be submitted in elect ronic , searchable PD F format on a USB flash drive , CD or DV D. Paper copies will NOT be accepted.
 The Propos
al Specification Form and Electronic Catalogs/P ricelists must be sub mitted with the Proposal in the format required by these Instructions to Proposers or it will not be considered.  Vendors pr
oposing various manufacturer product lines per line item on the Proposal Specification Form must submit the information as follows or the Proposal may not be considered:
a. Manufacturers shall be listed in alphabetical order
b. Vendor must list one specific percentage discount for each manufacturer listed.  Any hard co
py electronic Proposals must be delivered via hand delivery or U.S. Mail to the address below so as to be received on or before the Proposal Due Date and time:

The Loca
l Government Purchasing Cooperative
12007 Research Blvd.

Austin, TX 78759

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12007 Research Boulevard · Austin, Texas 78759-2439 · PH: 800-695-2919 · buyboard.com Notice and Instructions COMM/SVCS/CONST.v.08.11.2021
VENDOR SHALL BE SOLELY RESPONSIBLE FOR ENSURING TI MELY SUBMISSION OF VENDOR’S PROPOSAL.

Neither the Cooperative nor the Cooperative administrator shall be responsible for Proposals delivered late by the Unit ed States Po stal S ervice o r any other deliv ery or c ourier service. Further, neither the Cooperative nor the Coope rative administrator shall be responsible for Proposals delivered in a corrupt or unreadable electronic format.

Faxed and /or em ailed Propos als will NOT be acce pted.

REQUIREMENTS FOR VENDOR CATALOGS/PRICELISTS IN PROPOSALS Note: The following instructions set for th the requirements for Vendor catalogs/pricelists submitted with Proposals for proposal evaluation purposes. If awarded a Contract, Vendor may be required to resubmit catalogs/pricelists in the format described in the BuyBoard Technical Requirements as detailed further in the Proposal Invitation.

Electronic catalog
s/pricelists must be submitt ed with Vendor ’s Proposal i n the required f ormat (whether submitted electronically through the designated website or in hard copy format via mail or hand delivery) or the Proposal will not be considered. The following is required of all Vendor catalog(s)/pricelist(s) submitted to the Cooperative for evaluation with the Proposal:

Vendors
shall submit catalog(s)/pricelist(s) with the Proposal in a readily av ailable and readable electronic format, with Excel or searchable PDF preferred. No paper catalogs or manufacturer/vendor websites will be accepted.

Below is a sample
chart, with examples of data for each field, showing the data fields that Vendors MUST include in each submitted pricelist/catalog with the Proposal:

BuyBoard
Specification
Item No.

Category
Part/Item
Number
Item
Description
MSRP/List
Price
(before BuyBoard Discount)
1 1234 Desk $50.00
2 1235 Chair $20.00
The cat al
ogs/pricelists must include all listed data fie lds (BuyBoard speci fication category, part/ item number, item description, and list price) or the Propo sal will n ot be considered. Catalogs and pricelists should contain only items that r elate to the items re quested in the specifications. Vendors are disc ouraged from including irrelevant or non-responsive information with their Proposal. The Cooperative reserves the right to deem a Proposal non-responsive if the Pro posal, including catalogs or price lists submitted with the Proposal, do not specifically relate to t he intent of the Proposal Invitation or contain what the Coope rative deems to be , in its sole discretion, excessive irrelevant or non-responsive information, including information which makes it burdensome or impractical for the Cooperative to identify responsive products and pricing.

WITHDRAWAL OR MODIFICATION OF PROPOSALS
Proposals may be withdrawn or modified prior to the Proposal Due Date and time, but only in accordance with section B.11 (Withdrawal or Modification of Proposal) of the General Terms and Conditions in this Proposal Invitation.

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12007 Research Boulevard · Austin, Texas 78759-2439 · PH: 800-695-2919 · buyboard.com General Information COMM/SVCS V.03.01.2021

GENERAL INFORMATION
Proposal Invitation No. 698-23 – Public Safety and Firehouse Supplies and Equipment *Please make sure that you have reviewed and completed all sections of this Proposal Invitation.

1. Notice of
Proposal Invitation and Instructions to Proposers

2. General Information

3. Proposal Forms

4. Proposal Specifications

5. General Terms and Conditions

6. BuyBoard Technical Requirements

7. Additional Terms and Conditions for BuyBoard Self-Reporting

PROPOSAL SUBMISSION INSTRUCTIONS
Proposal
responses (including completed and signed Proposal Invitat ion f orms, completed Proposal s pecifications, and pricelists/catalogs) must be submitted in electronic format in the manner prescribed in the Instructions to Proposers.

INTENT AND PU

RPOSE OF THE CONTRACT
The int
ent of this Proposal Invitation is to solicit sealed Proposals to establish a contract for various types of Public Safety and Firehouse Supplies and Equipment that may be procured b y Cooperative members. Because individual members require different equipment, supplies, and/or services, this Proposal Invitation is a request for a discount off of catalog or price list for supplies, materials and equipment and a not-to-exceed labor rate for installation and repair s. Purchases can be made by a Cooperative member at any time during the Contract term. Except as provided in section E.4 of the General Terms and Con ditions or otherwise in thi s Proposal Invitation, Vendor sha ll hold its Awarded Pricing firm during the Contract term. In the event of price decreases, such price decreases shall be allowed for all products.

TERM OF C

ONTRACT
The term
of this contract will be from April 1, 2023, through March 31, 2024, with two possible one-year renewals.

As set fo
rth in the General Terms and Conditions, a n awarded Ven dor has no right to or vested interest in contract renewal. The determination as to whether to renew or non-renew any Vendor Contract, in whole or in part, shall be in the sole discretion of the Cooperative.

For purpose
s of this Proposal Invitation, a V endor must generate a minimum of $15,000 through the Contract during an annual contract term or may not be offered a renewal. A Vendor’s failure to gener ate this minimum amount may also be considered by the Cooperative as part of Vendor’s past performance evaluation on future proposal invitations.

VALUE OF CONTRACT
The esti
mated value of this contract is $ 73,230,407; however, this estimate is based on prior contracts for similar types of products and services and should not be construed to be a guaranty of either a minimum or maximum amount since usage may be dependent upon multiple factors including Cooperative members’ actual needs and available funding.

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12007 Research Boulevard · Austin, Texas 78759-2439 · PH: 800-695-2919 · buyboard.com General Information COMM/SVCS V.03.01.2021

SERVICE FEE
An a warded Vendor under this Proposal Invitation must pay the Cooperative a servi ce f ee in the amou nt of 2% per Purchase Order generated from any contract awarded under this Proposal Invitation , and the service fee is to be included in the Awarded Pricing. Vendor agrees to pay t his service fee and remit the fee to the Cooperative in A ustin, Texas, promptly upon payment by the Cooperative member for any Purchase Order (s) and within 30 days of the date of each service fee invoice. As set forth in more detail in t he General Terms an d Conditions, an awarded Vendor will be required to provide the Cooperative with copies and/or reports of all Purchase Orders generated from Vendor’s Contract(s) that Vendor receives directly from Cooperative member s, Vendor Invoices, and/or such other documentation reg arding Cooperative member purchases under any awarded Contract as the Cooperative administrator may require in its reasonable discretion. The Cooperative shall have the right, upon reasonable written notice, to review records of awarded Vendors pertaining to purchases under any awarded Contract to verify purchase activity under the Contract, the accuracy of service fees payable by Vendor, or as otherwise reasonably necessary for the administratio n of the Contract or when required by law.

CONFIDENTIAL INFORMATION
Any information submitted by Proposer that Proposer considers to be confidential must be clearly identified as such on the Confidential/Proprietary Information Form.

AWARD AND EVALUATION
All information required by this Proposal Invitation , in cluding catalogs/pricelists where required by the Proposal Specifications, must be submitted with the Proposal or your Proposal will be deemed nonresponsive. Responsive Proposals will be evaluated, and any Contracts will be awarded based on the evaluation and award criteria as set out in Section C.2 of the General Terms and Conditions determined to provide best value to Cooperative members.

COMPLIANCE WITH APPLICABLE LAWS
By submitting a Proposal, the Proposer certifies that Proposer has provided its valid, proper and correct busine ss entity name and in formation in its Proposal, that such entity is operating in good standing with the proper authority from whatever state or local jurisdiction is requ ired, and Proposer has obtained, and , if awarded, will continue to maintain during the entire term of this Contract, all permits, approvals, and/or licenses necessary for lawful performance of its obligations under this Contract. Proposer further certifies that, if awarded, Proposer will comply with all applicable state, federal, and local laws, rules, and regulations in regard to awarded products and/or services.

SPECIAL NO TE REGARDING PURCHASES O F FIREARMS, AM MUNITION AND /OR TACTICAL EQUIPMENT

REGULATED BY FEDERAL OR STATE LAW
The individual signing this Pr oposal acknowledges and understands that sales to end purchasers of firearms, ammunition and/or certain tactical equipment may invoke federal and state laws and regulati ons regarding such items, and you agree on behalf of Vendor to strictly comply with such laws and regulations in all respects in connection with all sales transactions involving such regulated items. Further, the individual signing this Proposal warrants and affirms that the Cooperative, the Cooperative Administrator, and Cooperative members shall have no duty or responsibility whatsoever in connection with Vendor’s duties to comply with all such laws and regulations in the sales of regulated items hereunder; all such responsibility for regulatory compliance in connection with the sales of such items be ing assumed by you. You acknowledge that you are fully aware of the laws and regulations applicable to the items solicited pursuant to this Proposal Invitation, and to the extent there are changes of existing laws or regulations or new laws or regulation s promulgated which affect your responsibilities hereunder du ring the term of any Contract award under this Proposal Invitation, you will strictly comply with same.

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General Information COMM/SVCS V.03.01.2021

BUYBOARD WEBSITE AND TECHNICAL REQUIREMENTS

Information on awarded C ontracts, including awar ded products and services under th is Proposal Invitation , will be available to Cooperative members on the online marketplace platform utilized by the Cooperative: the BuyBoard. Vendors should review and confirm Vendor ’s ability to meet the BuyBoard Technic al Requirements contained i n Appendix I of this Proposal Invitation. The BuyBoard Technical Requirements may be updated from time to time as set forth in the General Terms and Conditions. To the extent a Vendor is awarded a Contract under this Proposal Invitation but is unable to meet the applicable BuyBoard Te chnical Requirements and provide the information i n the format required by those requirements, Vendor acknowledges that the information available on the BuyBoard for Vendor’s awarded products or services may be limited. This may place V endor at a disadvantage and impact the ability of Cooperative members to search, find, review, and purchase Vendor’s awarded products and services through the BuyBoard website.

To improve and enhance the experience of Cooperative members seeking to procure goods and services, the Cooperative may also, in its sole discretion, provide Vendors with an opportunity to have Vendor’s logo, product images, and similar brand and trademark information included in the BuyBoard on line marketplace in relation to Awarded Items. Vendors shall review the BuyBoard Vend or Consent for Name Brand Use included with the Proposal Forms in this Proposal Invitation.

PROFESSIONAL ENGINEERING AND OTHER PROFESSIONAL SERVICES

EXCLUDED

The scope of services in this Proposal Invitatio n and any res ulting cont ract award do not include services that are required to be procured under the Professional Services Procurement Act (Chapter 2254 of the Texas Government Code), including without limitation architecture and professional engineering services.

ADDITIONAL REQUIREMENTS FOR PURCHASES USING FEDERAL GRANT FUNDS (2 C.F.R. 200 Uniform Guidance/EDGAR)

When a Cooperative member seeks to pro cure goods and services using funds under a federal gra nt or contract, specific federal laws, regulat ions, and req uirements may apply in addition to those under state law. This includes, but is not limited to, the procurement standards of the Uniform Admi nistrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. 200 (sometimes referred to as the “Uniform Guidance” or new “EDGAR”). All Vendors submitting a P roposal must complete the EDGAR Vendor Certification Form contained in the Proposal Forms regarding their willingnes s and ability to comply with certain requirements wh ich may be applicable to specific Cooperative member purchases using federal grant funds. This information will not be used for evaluation purp oses but will be made available to Cooperative members for t heir use while considering their purchasing options w hen using federal grant funds. Cooperative members may also require Vendors to enter into ancillary agreements, in addition to the BuyBoard contract’s general terms and conditions, to address the me mber’s specific contractual needs, including contract requirements for a procurement using federal grants or contracts.

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Proposal Forms COMM/SVCS v.08.11.2021
PROPOSER ’S ACCEPTANCE AND AGREEMENT

Proposal Invitation Name: Public Safety and
Firehouse Supplies and Equipment

Proposal Due Date/Opening Date and Time:

November 10, 2022, at 4:00 PM

Proposal Invitation Number: 698-23
Location of Proposal Opening:

Texas Association of School Boards, Inc.

BuyBoard Department
12007 Research Blvd.

Austin, TX 78759

Anticipated Cooperative Board Meeting Date:

Contract Term: April 1, 2023, through March 31,
2024, with two possible one-year renewals.

February 2023

By signature below, the undersigned acknowledges and agrees that you are authorized to submit this Proposal, including making all acknowledgements, consents , and certifications herein, on behalf of Proposer and, to the best of you r knowledge, the informati on provided is true, accurate, and complete.

Name of Proposing Company Date

_________________________________
Street Address Signature of Authorized Company Official

City, State, Zip Printed Name of Authorized Company Official

Telephone Number of Authorized Company Official Position or Title of Authorized Company Official

_________________________________________
Fax Number of Authorized Company Official Federal ID Number

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Proposal Forms COMM/SVCS v.08.11.2021
PROPOSAL FORMS PART 1: COMPLIANCE FORMS

INSTRUCTIONS:

Proposer must review and complete all forms in this Proposal Forms Part 1:

 Proposal Acknowledgements
 Felony Conviction Disclosure
 Resident/Nonresident Certification
 Debarment Certification
 Vendor Employment Certification
 No Boycott Verification
 No Excluded Nation or Foreign Terrorist Organization Certification  Historically Underutilized Business Certification
 Acknowledgement of BuyBoard Technical Requirements
 Construction-Related Goods and Services Affirmation
 Deviation and Compliance
 Vendor Consent for Name Brand Use
 Confidential/Proprietary Information
 EDGAR Vendor Certification
 Compliance Forms Signature Page

An authorized representative of Proposer must initial in the bottom right corner of each page where indicated and complete and sign the Compliance Forms Signature Page. Proposer’s failure to fully complete, initial, and sign forms as required may result in your Proposal being rejected as non-responsive.

PROPOSAL ACKNOWLEDGEMENTS

The proposing company (“you” or “your”) hereby acknowledges and agrees as follows:

1. You have carefully examined and understand all information and documentation associated with this Proposal Invitation, including the Instructions to Prop osers, General Information, General Terms and Conditions, attachments/forms, appendices, item specifications, and line items (collectively “Requirements”);

2. By your response (“Proposal”) to this Proposal Invitation, you propose to supply the products or services submitted at the pricing quoted in your Proposal and in strict compliance with the Requirements, unless specific deviations or exceptions are noted in the Proposal;

3. By your Proposal, you acknowledge and certify all items set forth in the General Terms and Conditions, Section B.12 (Certifications), including all non-collusion certifications and certifications regarding legal, ethical, and other matters set forth therein.

4. Any and all deviations and exceptions to the Requirements have been noted in your Proposal on the required form and no others will be claimed;

Initial: _____

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5. If the Cooperative accepts any part of your Proposal and awards you a Contract, you will furnish all awarded products or services at the pricing quoted and in strict compliance with the Requirements (unless specific deviations or exceptions are noted on the required form and accepted by the Cooperative), including without limitation the Requirements related to:
a. conducting business with Cooperative members, including offering pricing to members that is the best you offer compared to similarly situated customers in similar circumstances; b. payment of a service fee in the amount specified and as provided for in this Proposal Invitation; c. the possible award of a piggy-back contract by the National Purchasing Cooperative or nonprofit entity, in which event you will offer the awarded products and services in accordance with the Requirements; and d. submitting price sheets or catalogs in the proper format as required by the Cooperative as a prerequisite to activation of your Contract;

6. You have clearly identified on the included form any information in your Proposal that you believe to be confidential or proprietary or that you do not consider to be public information subject to public disclosure under the Texas Public Information Act or similar public information law;

7. The individual submitting this Proposal is duly authorized to enter into the contractual relationship represented by this Proposal Invitation on your behalf and bind you to the Requirements, and such individual (and any individual signing a form or Proposal document ) is authorized and has the requisite knowledge to provide the information and make the representations and certifications required in the Requirements;

8. You have carefully reviewed your Proposal, and certify that all information provided is true, complete , and accurate to the best of your knowledge, and you authorize the Cooperative to take such action as it deems appropriate to verify such information; and

9. Any misstatement, falsification, or omission in your Proposal, whenever or however discovered, will be grounds for disqualifying you from consideration for a contract award under this Proposal Invitation, termination of a contract award, or any other remedy or action provided for in the General Terms and Conditions or by law.

FELONY CONVICTION DISCLOSURE

Subsection (a) of Section 44.034 of the Texas Education Code (Notification of Criminal History of Contractor) states: “A person or business entity that enters into a contract with a school district must give advance notice to the distr ict if the person or an owner or operator has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony.”

Section 44.034 further states in Subsection (b): “A school district may terminate a contract with a person or business entity if the district determines that the person or business entity failed to give notice as required by Subsection (a) or misrepresented the conduct resulting in the conviction. The district must compensate the person or business entity for services performed before the termination of the contract.”

Please check
(√) one of the following:

My company is a publicly-held corporation. (Advance notice requirement does not apply to publicly-held corporation.) My company is not owned or operated by anyone who has been convicted of a felony.

My company is owned/operated by the following individual(s) who has/have been convicted of a felony:

Name of Felon(s): _____________________________________________________________________________________

Details of Conviction(s):________________________________________________________________________________

____________________________________________________________________________________________________

Initial: _____

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Proposal Forms COMM/SVCS v.08.11.2021

RESIDENT/NONRESIDENT CERTIFICATION

Chapter 2252, Subchapter A, of the Texas Government Code establishes certain requirements applicable to proposers who are not Texas residents. Under the statute, a “resident” proposer is a person whose principal place of business is in Texas, including a contractor whose ultimate parent company or majority owner has its principal place of business in Texas. A “nonresident” proposer is a person who is not a Texas resident. Please indicate the status of your company as a “resident” proposer or a “nonresident” proposer under these definitions.

Please check (√) one of the following:

I certify that my company is a Resident Proposer.

I certify that my company is a Nonresident Proposer.

If your company is a Nonresident Proposer, you must provide the following information for your resident state (the state in which your company’s principal place of business is located):

______________________________________________ _______________________________________________ Company Name Address

______________________________________________ _____________ ___________________________ City State Zip Code

A. Does your resident state require a proposer whose principal place of business is in Texas to under -price proposers whose resident state is the same as yours by a prescribed amount or percentage to receive a comparable contract? Yes No

B. What is the prescribed amount or percentage? $_______________ or ______________%

DEBARMENT CERTIFICATION

By signature on the Compliance Forms Signature Page, I certify that neither my company nor an owner or principal of my company has been debarred, suspended or otherwise made ineligible for participation in Federal Assistance programs under Executive Order 12549, “Debarment and Suspension,” as described in the Federal Register and Rules and Regulations.

Neither my company nor an owner or principal of my company is currently listed on the government-wide exclusions in SAM, debarred, suspended, or otherwise excluded by agencies or declared ineligible under any statutory or regulatory authority.

My company agrees to immediately notify the Cooperative and all Cooper ative members with pending purchases or seeking to purchase from my company if my company or an owner or principal is later listed on the government- wide exclusions in SAM, or is debarred, suspended, or otherwise excluded by agencies or declared ineligible under any statutory or regulatory authority.

VENDOR EMPLOYMENT CERTIFICATION

Section 44.031(b) of the Texas Education Code establishes certain criteria that a school district must consider when determining to whom to award a contract. Among the criteria for certain contracts is whether the vendor or the vendor’s ultimate parent or majority owner (i) has its principal place of business in Texas; or (ii) employs at least 500 people in Texas.

If neither your company nor the ultimate parent company or majority owner has its principal place of business in Texas, does your company, ultimate parent company, or majority owner employ at least 500 people in Texas?

Please check (√) one of the following:

Yes No Initial: ______

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NO BOYCOTT VERIFICATION

A Texas governmental entity may not enter into a c ontract with a value of $100,000 or more that is to be paid wholly or partly from public funds with a company (excluding a sole proprietorship) that has 10 or more full-time employees for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel and will not boycott Israel during the term of the contract (T EX. GOV’T CODE Ch. 2271), (2) does not boycott energy companies and will not boycott energy companies during the term of the contract (TEX. GOV’T CODE Ch. 2274 effective September 1, 2021), and (3) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate during the term of the contract against a firearm entity or firearm trade association (TEX.

GOV’T CODE Ch. 2274 effective September 1, 2021). Accordingly, this certification form is included to the extent required by law.

“Boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli- controlled territory , but does not include an action made for ordinary business purposes. T
EX. GOV’T CODE §808.001(1).

“Boycott energy company” means, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company: (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described by Paragraph (A). T EX. GOV’T CODE §809.001(1)
(effective September 1, 2021).

“Discriminate against a firearm e ntity or firearm trade association” means, (A) with respect to the entity or association, to:
(i) refuse to engage in the trade of any goods or services with the entity or association based solely on its status as a firearm entity or firearm trade association; (ii) refrain from continuing an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; or (iii) terminate an existing business relation ship with the entity or association based solely on its status as a firearm entity or firearm trade association; and (B) does not include: (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories; and (ii) a company’s refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship:
(aa) to comply with federal , state, or local law, policy, or regulations or a directive by a regulatory agency; or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity’s or association’s status as a firearm entity or firearm trade association. T EX. GOV’T CODE §2274.001(3) (effective September 1,
2021).

By signature on the Compliance Forms Signature Page, to the extent applicable, I certify and verify that Vendor does not boycott Israel, boycott energy companies, or discriminate against a firearm entity or firearm trade association and will not do so during the term of any contract awarded under this Proposal Invitation, that this certification is true, complete and accurate, and that I am authorized by my company to make this certification.

Initial: _____

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NO EXCLUDED NATION OR FOREIGN TERRORIST ORGANIZATION CERTIFICATION

Chapter 2252 of the Texas Government Code provides that a Texas governmental entity may not enter into a contract with a company engaged in active business operations with Sudan, Iran, or a foreign terrorist organization – specifically, any company identified on a list prepared and maintained by the Texas Comptroller under Texas Government Code §§806.051, 807.051, or 2252.153. (A company that the U.S. Government affirmatively declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or any federal sanctions regime relating to a foreign terrorist organization is not subject t o the contract prohibition.)

By signature on the Compliance Forms Signature Page, I certify and verify that Vendor is not on the Texas Comptroller’s list identified above; that this certification is true, complete and accurate; and that I am authorized by my company to make this certification.

HISTORICALLY UNDERUTILIZED BUSINESS CERTIFICATION

A Proposer that has been certified as a Historically Underutilized Business (also known as a Minority/Women Business Enterprise or “MWBE” and all referred to in this form as a “HUB”) is encouraged to indicate its HUB certification status when responding to this Proposal Invitation. The BuyBoard website will indicate HUB certifications for awarded Vendors that properly indicate and document their HUB certification on this form. Please check (√) all that apply:

I certify that my company has been certified as a HUB in the following categories:

Minority Owned Business Women Owned Business
Service- Disabled Veteran Owned Business (veteran defined by 38 U.S.C. §101(2), who has a service-connected disability as defined by 38 U.S.C. § 101(16), and who has a disability rating of 20% or more as determined by the U. S. Department of Veterans Affairs or Department of Defense)

Certification Number: ____________________________________________________

Name of Certifying Agency: ______________________________________________ _

My company has NOT been certified as a HUB.

ACKNOWLEDGEMENT OF BUYBOARD TECHNICAL REQUIREMENTS

Vendor shall review the BuyBoard Technical Requirements included in this Proposal Invitation. By signature on the Compliance Forms Signature Page, the undersigned affirms that Proposer has obtained a copy of the BuyBoard Technical Requirements, has read and understands the requirements, and certifies that Vendor is able to meet and will comply with those requirements except as follows:
[List and ex plain BuyBoard Technical Requirements, if any, to which your company can not or will not comply.]

Note: In accordance with the General Terms and Conditions of the Contract, t o the extent Vendor is awarded a Contract under this Proposal Invitation but is unable or unwilling to meet the applicable BuyBoard Technical Requirements , the information available on the BuyBoard for Vendor’s awarded products or services may be limited, potentially placing Vendor at a disadvantage and impacting the ability of Cooperative members to search, find, review, and purchase Vendor’s awarded products and services on the BuyBoard website. Further, to the extent Vendor has acknowledged ability to meet and comply with the BuyBoard Te chnical Requirements, any subsequent failure or refusal by Vendor to promptly provide information upon request to the Cooperative administrator in accordance with those technical requirements may be deemed an event of default under the Contract. Initial: _____

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CONSTRUCTION-RELATED GOODS AND SERVICES AFFIRMATION

The Cooperative issued the BuyBoard Procurement and Construction-Related Goods and Services Advisory for Texas Members (“Advisory”), which provides information specifically relevant to the procurement of construction -related goods and services by Texas Cooperative members. The Advisory, available at buyboard.com/Vendor/Resources.aspx, provides an overview of certain legal requirements that are potentially relevant to a Cooperative member’s procurement of construction or construction-related goods and services, including those for projects that may involve or require architecture, engineering or independent testing services. A copy of the Advisory can also be provided upon request. Because many BuyBoard contracts include goods or installation services that might be considered construction -related, Proposer must make this Construction Related-Goods and Services Affirmation regardless of type of goods or services associated with this Proposal Invitation.

A contract awarded under this Proposal Invitation covers only the specific goods and/or services awarded by the Cooperative.

As explained in the Advisory (“Advisory”), Texas law prohibits the procurement of architecture or engineering services through a purchasing cooperative. This Proposal Invitation and any Contract awarded thereunder does not include such services. Architecture or engineering services must be procured by a Cooperative member separately, in accordance with the Professional Services Procurement Act (Chapter 2254 of the Texas Government Code) and other applicable law and local policy.

By signature on the Compliance Forms Signature Page, Proposer affirms that Proposer has obtained a copy of the Advisory, has read and understands the Advisory, and is authorized by Proposer to make this affirmation. If Proposer sells construction- related goods or services to a Cooperative member under a Contract awarded under this Proposal Invitation, Proposer will comply with the Advisory and applicable legal r equirements, make a good faith effort to make its Cooperative member customers or potential Cooperative member customers aware of such requirements, and provide a Cooperative member with a copy of the Advisory before accepting the member’s Purchase Order or other agreement for construction-related goods or services.

Initial: ______

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DEVIATION AND COMPLIANCE

If your company intends to deviate from the General Terms and Conditions, Proposal Specifications or other requirements associated with this Proposal Invitation, you MUST list all such deviations on this form, and provide complete and detailed information regarding the deviations on this form or an attachment to this form. Prior to completing this form, Vendor shall review the General Terms and Conditions section B.4 (Deviations from Item Specifications and General Terms and Conditions). Please note that, as provided in section B .4, certain provisions of the General Terms and Conditions are NOT subject to deviation, and certain deviations will be deemed rejected without further action by the Cooperative. Any attempted deviation, whether directly or indirectly, to provisions identified in this Proposal Invitation as not subject to deviation shall be deemed rejected by the Cooperative and, unless otherwise withdrawn by Vendor, may result in Vendor’s Proposal being rejected in its entirety.

The Cooperative will consider any deviations in its contract award decision and reserves the right to accept or reject a proposal based upon any submitted deviation.

In the absence of any deviation identified and described in accordance with the above, your company must fully comply with the General Terms and Conditions, Proposal Specifications and all other requirements associated with this Proposal Invitation if awarded a Contract under this Proposal Invitation. A deviation will not be effective unless a ccepted by the Cooperative.

The Cooperative, by and through the Cooperative administrator, may, in its sole discretion, seek clarification from and/or communicate with Proposer(s) regarding any submitted deviation, consistent with general procurement principles of fair competition. The Cooperative reserves the right to accept or reject a Proposal based upon any submitted deviation.

Please check (√) one of the following:

No; Deviations
Yes; Deviations

List and fully explain any deviations you are submitting:

____________________________________________________________________________________________________

Initial: _____

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VENDOR CONSENT FOR NAME BRAND USE

BuyBoard members seeking to make purchases using a Contract awarded under this Proposal Invitation may view information regarding awarded Vendors, including but not limited to product catalogs, pricelists, pricing, and Proposals, through the BuyBoard website. To improve and enhance the experience of BuyBoard members seeking to procure goods and services under the Contract utilizing the BuyBoard website, any Vendor logo, product images, and similar brand an d trademark information provided by Vendor for purposes of the Contract (“Vendor Information”) may be posted on the BuyBoard website.

You acknowledge that, by submitting your Proposal, unless you specifically opt out below, you consent to use of your company’s Vendor Information on the BuyBoard website if awarded a Contract. You further acknowledge that whether, where, and when to include the Vendor Information on the BuyBoard website shall be at the sole discretion of the BuyBoard Administrator. Vendor retains, however, the right of general quality control over the BuyBoard Administrator’s authorized display of proprietary Vendor Information. Neither the BuyBoard nor its administrator will be responsible for the use or distribution of Vendor Information by BuyBoard members or any other third party using the BuyBoard website. This Vendor Consent shall be effective for the full term of the Contract, including renewals, unless Vendor provides a signed, written notice revoking consent to [email protected] . BuyBoard shall have up to thirty days from the date of receipt of a termination or revocation of a Vendor Consent to remove Vendor information from the BuyBoard website.

This Vendor Consent is subject to the Terms and Conditions of the Contract, including, but not limited to, those terms pertaining to Disclaimer of Warranty and Limitation of Liability, Indemnification, and Intellectual Property Infringement.

Vendor logo files must be submitted in one of the formats set forth in the BuyBoard Technical Requirements. Proposers are requested to submit this information with Vendor’s Proposal. (This consent shall not authorize use of your company’s Vendor Information by BuyBoard if your company is not awarded a Contract.)

OPT OUT:

If your company wishes to opt out of the Vendor Consent for Name Brand Use, you must check the opt out box below. DO NOT select this box unless your company is opting out of this Vendor Consent for Name Brand Use.

□ By checking this box, Vendor hereby declines to provide consent for use of Vendor Information (as defined herein) on the BuyBoard website. By opting out, Vendor acknowledges and agrees that, if Vendor is awarded a Contract under this Proposal Invitation, information available on the BuyBoard for Vendor’s awarded products or services may be limited, potentially placing Vendor at a disadvantage and impacting the ability of Cooperative members to search, find, review, and purchase Vendor’s awarded products and services on the BuyBoard website.

Initial: _____

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CONFIDENTIAL/PROPRIETARY INFORMATION

A. Public Disclosure Laws
All Proposals, forms, documentation, catalogs, pricelists, or other materials submitted by Vendor to the Cooperative in response to this Proposal Invitation, may be subject to the disclosure requirements of the Texas Public Information Act (Texas Government Code chapter 552.001, et. seq. ) or similar disclosure law. Proposer must clearly identify on this form any information in its Proposal (including forms, documentation, or other materials submitted with the Proposal) that Proposer considers proprietary or confidential. If Proposer fails to properly identify the information, the Cooperative shall have no obligation to notify Vendor or seek protection of such information from public disclosure should a member of the public or other third party request access to the information under the Texas Public Information Act or similar disclosure la w. When required by the Texas Public Information Act or other disclosure law, Proposer may be notified of any third-party request for information in a Proposal that Proposer has identified in this form as proprietary or confidential.

Does your Proposal (including forms, documentation, catalogs, pricelists, or other materials submitted with the Proposal) contain information which Vendor considers proprietary or confidential?

Please check (√) one of the following:

NO, I certify that none of the information included with this Proposal is considered confidential or proprietary.

YES, I certify that this Proposal contains information considered confidential or proprietary and all such information is specifically identified on this form.

If you responded “YES”, you must clearly identify below the specific information you consider confidential or proprietary. List each page number, form number, or other information sufficient to make the information readily identifiable. The Cooperative and Cooperative administrator shall not be responsible for a Proposer’s failure to clearly identify information considered confidential or proprietary. Further, by submitting a Proposal, Proposer acknowledges that the Cooperative and Cooperative administrator will disclose information when required by law, even if such information has been identified herein as information Vendor considers confidential or proprietary.

Confidential / Proprietary Information:

____________________________________________________________________________________________________

____________________________________________________________________________________________________ (Attach additional sheets if needed.)

Initial: _____

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B. Copyright Information
Does your Proposal (including forms, documentation, pricelists, catalogs, or other materials submitted with the Proposal) contain copyright information?

Please check (√) one of the following:

NO, Proposal (including forms, documentation, pricelists, catalogs, or other materials submitted with the Proposal) does not contain copyright information.

YES, Proposal (including forms, documentation, pricelists, catalogs, or other materials submitted with the Proposal) does contain copyright information.

If you responded “YES”, clearly identify below the specific documents or pages containing copyright information.

____________________________________________________________________________________________________

____________________________________________________________________________________________________ (Attach additional sheets if needed.)

C. Consent to Release Confidential/Proprietary/Copyright Information to BuyBoard Members BuyBoard members (Cooperat ive and nonprofit members) seeking to make purchases through the BuyBoard may wish to view information included in the Proposals of awarded Vendors. If you identified information on this form as confidential, proprietary, or subject to copyright, and you a re awarded a BuyBoard contract, your acceptance of the BuyBoard contract award constitutes your consent to the disclosure of such information to BuyBoard members, including posting of such information on the secure BuyBoard website for members. Note: Neither the Cooperative nor Cooperative administrator will be responsible for the use or distribution of information by BuyBoard members or any other party.

D. Consent to Release Proposal Tabulation
Notwithstanding anything in this Confidential/Proprietary Information form to the contrary, by submitting a Proposal, Vendor consents and agrees that, upon Contract award, the Cooperative may publicly release, including posting on the public BuyBoard website, a copy of the proposal tabulation and award information for the Contract including Vendor name; proposed catalog/pricelist name(s); proposed percentage discount(s), hourly labor rate(s), or other specified pricing; and Vendor award or non-award information.

Initial: ______

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EDGAR VENDOR CERTIFICATION
(2 CFR Part 200 and Appendix II)

When a Cooperative member seeks to procure goods and services using funds under a federal grant or contract, specific federal laws, regulations, and requirements may apply in addition to those under state law. This includes, but is not limited to, the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 CFR 200 (sometimes referred to as the “Uniform Guidance” or new “EDGAR”). All Vendo rs submitting a Proposal must complete this EDGAR Certification Form regarding Vendor’s willingness and ability to comply with certain requirements which may be applicable to specific Cooperative member purchases using federal grant funds. Completed forms will be made available to Cooperative members for their use while considering their purchasing options when using federal grant funds. Cooperative members may also require Vendors to enter into ancillary agreements, in addition to the terms and conditions of the BuyBoard contract, to address the member’s specific contractual needs, including contract requirements for a procurement using federal grants or contracts.

For each of the items below, Vendor should certify Vendor’s agreement and ability to comply, where applicable, by having Vendor’s authorized representative check the applicable boxes , initial each page, and sign the Compliance Forms Signature Page . If you fail to complete any item in this form, the Cooperative will consider and may list the Vendor’s response on the BuyBoard as “NO,” the Vendor is unable or unwilling to comply. A “NO” response to any of the items may, if applicable, impact the ability of a Coopera tive member to purchase from the Vendor using federal funds.

1. Vendor Violation or Breach of Contract Terms:

Contracts for more than the simplified acquisition threshold, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 USC 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

Provisions regarding Vendor default are included in the BuyBoard General Terms and Conditions, including Section E.18, Remedies for Default and Termination of Contract. Any Contract award will be subject to such BuyBoard General Terms and Conditions, as well as any additional terms and conditions in any Purchase Order or Cooperative member ancillary contract agreed upon by Vendor and the Cooperative member which must be consistent with and protect the Cooperative member at least to the same extent as the BuyBoard Terms and Conditions. The remedies under the Contract are in addition to any other remedies that may be available under law or in equity. By submitting a Proposal, you agree to these Vendor violation and breach of contract terms.
□ YES, I agree. □ NO, I do not agree.

2. Termination for Cause or Convenience:

For any Cooperative member purchase or contract in excess of $10,000 made using federal funds, you agree that the following term and condition shall apply:

The Cooperative member may terminate or cancel any Purchase Order under this Contract at any time, with or without cause, by providing seven (7) business days advance written notice to the Vendor. If this Agreement is terminated in accordance with this Paragraph, the Cooperative member shall only be required to pay Vendor for goods or services delivered to the Cooperative member prior to the termination and not otherwise returned in accordance with Vendor’s return polic y. If the Cooperative member has paid Vendor for goods or services not yet provided as of the date of termination, Vendor shall immediately refund such payment(s).

If an alternate provision for termination of a Cooperative member purchase for cause and convenience, including the manner by which it will be effected and the basis for settlement, is included in the Cooperative member’s Purchase Order or ancillary agreement agreed to by the Vendor, the Cooperative member’s provision shall control. □ YES, I agree. □ NO, I do not agree. Initial: _____

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3. Equal Employment Opportunity:

Except as otherwise provided under 41 CFR Part 60, all Cooperative member purchases or contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60- 1.3 shall be deemed to include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964- 1965 Comp., p. 339), as amended by Ex ecutive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR Part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”

The equal opportunity clause provided under 41 CFR 60-1.4(b) is hereby incorporated by reference. Vendor agrees that such provision applies to any Cooperative member purchase or contract that meets the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 and Vendor agrees that it shall comply with such provision. □ YES, I agree. □ NO, I do not agree.

4. Davis-Bacon Act:

When required by Federal program legislation, Vendor agrees that, for all Cooperative member prime construction contracts/purchases in excess of $2,000, Vendor shall comply with the Davis-Bacon Act (40 USC 3141-3144, and 3146-3148) as supplemented by Depar tment of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, Vendor is required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determinate made by the Secretary of Labor. In addition, Vendor shall pay wages not less than once a week.

Current prevailing wage determinations issued by the Department of Labor are available at beta. sam.gov. Vendor agrees that, for any purchase to which this requirement applies, the award of the purchase to the Vendor is conditioned upon Vendor’s acceptance of the wage determination.

Vendor further agrees that it shall also comply with the Copeland “ Anti-Kickback” Act (40 USC 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provide s that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. □ YES, I agree. □ NO, I do not agree.

5. Contract Work Hours and Safety Standards Act:

Where applicable, for all Cooperative member contracts or purchases in excess of $100,000 that involve the employment of mechanics or laborers, Vendor agrees to comply with 40 USC 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 USC 3702 of the Act, Vendor is required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week.

The requirements of 40 USC 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. □ YES, I agree. □ NO, I do not agree.

Initial: _____

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6. Right to Inventions Made Under a Contract or Agreement:

If the Cooperative member’s Federal award meets the definition of “funding agreement” under 37 CFR 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a s mall business firm or nonprofit organization regarding the substitution of parties, assignment or performance or experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

Vendor agrees to comply with the above requirements when applicable. □ YES, I agree. □ NO, I do not agree.

7. Clean Air Act and Federal Water Pollution Control Act:

Clean Air Act (42 USC 7401-7671q.) and the Federal Water Pollution Control Act (33 USC 1251-1387), as amended – Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non -Federal award to agree to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 USC 7401 -7671q.) and the Federal Water Pollution Control Act, as amended (33 USC 1251 -1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

When required, Vendor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act and the Federal Water Pollution Control Act.
□ YES, I agree. □ NO, I do not agree.

8. Debarment and Suspension:

Debarment and Suspension (Executive Orders 12549 and 12689) – A contract award (see 2 CFR 180.220) must not be made to parties listed on the government -wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1 966 Comp. p. 189) and 12689 (3 CFR Part 1989 Comp. p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulato ry authority other than Executive Order 12549.

Vendor certifies that Vendor is not currently listed on the government -wide exclusions in SAM, is not debarred, suspended, or otherwise excluded by agencies or declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor further agrees to immediately notify the Cooperative and all Cooperative members with pending purchases or seeking to purchase from Vendor if Vendor is later listed on the government -wide exclusions in SAM, or is debarred, suspended, or otherwise excl uded by agencies or declared ineligible under statutory or regulatory authority other than Executive Order 12549.

□ YES, I agree. □ NO, I do not agree.

9. Byrd Anti-Lobbying Amendment:

Byrd Anti-Lobbying Amendment (31 USC 1352) - Vendors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 USC 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. As applicable, Vendor agrees to file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 USC 1352).
□ YES, I agree. □ NO, I do not agree.

Initial: _____

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10. Procurement of Recovered Materials:

For Cooperative member purchases utilizing Federal funds, Vendor agrees to comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act where applicable and provide such information and certifications a s a Cooperative member may require to confirm estimates and otherwise comply. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest pe rcentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery, and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.
□ YES, I agree. □ NO, I do not agree.

11. Domestic Preferences for Procurements:

Where appropriate and consistent with law, 2 CFR §200.322 contains certain considerations for domestic preferences for procurements which may be applicable to Cooperative members using federal funds. When required by a Cooperative member, Vendor agrees to provide such information or certification as may reasonably be requested by the Cooperative member regarding Vendor’s products, including whether goods, products, or materials are produced in the United States. □ YES, I agree. □ NO, I do not agree.

12. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment 2 CFR §200.216 prohibits expending federal loan or grant funds to procure or obtain certain telecommunications and video surveillance services or equipment. To the extent applicable and when required by a Cooperative member, Vendor agrees to provide such information or certification as may reasonably be requested by the Cooperative member to confirm whether any telecommunications or video surveillance services or equipment provided by Vendor is covered equipment or covered services under 2 CFR §200.216.
□ YES, I agree. □ NO, I do not agree.

13. Profit as a Separate Element of Price:

For purchases using federal funds in excess of the Simplified Acquisition Threshold, a Cooperative member may be required to negotiate profit as a separate element of the price. See, 2 CFR 200. 324(b). When required by a Cooperative member, Vendor agrees to provide information and negotiate with the Cooperative member regarding profit as a separate element of the price for a particular purchase. However, Vendor agrees that the total price, including profit, charged by Vendor to the Cooperative member shall not exceed the awarded pricing, including any applicable discount, under Vendor’s Cooperative Contract.
□ YES, I agree. □ NO, I do not agree.

14. General Compliance and Cooperation with Cooperative Members:

In addition to the foregoing specific requirements, Vendor agrees, in accepting any Purchase Order from a Cooperative member, it shall make a good faith effort to work with Cooperative members to provide such information and to satisfy such requirements as may apply to a particular Cooperative member purchase or purchases including, but not limited to, applicable recordkeeping and record retention requirements.
□ YES, I agree. □ NO, I do not agree.

Initial: _____

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COMPLIANCE FORMS SIGNATURE PAGE

By initialing pages and by signature below, I certify that I have reviewed the following forms; that the information provided therein is true, complete, and accurate; and that I am authorized by my company to make all certifications, consents, acknowledgements, and agreements contained herein:

 Proposal Acknowledgements
 Felony Conviction Disclosure
 Debarment Certification
 Resident/Nonresident Certification
 Vendor Employment Certification
 No Boycott Verification
 No Excluded Nation or Foreign Terrorist Organization Certification  Historically Underutilized Business Certification
 Construction-Related Goods and Services Affirmation
 Acknowledgement of BuyBoard Technical Requirements
 Deviation and Compliance
 Vendor Consent for Name Brand Use
 Confidential/Proprietary Information
 EDGAR Vendor Certification

__________________________________________
Company Name

__________________________________________
Signature of Authorized Company Official

__________________________________________
Printed Name and Title

__________________________________________
Date

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PROPOSAL FORMS PART 2: VENDOR INFORMATION FORMS

INSTRUCTIONS:

Proposer must completely and accurately provide all information requested in the following Vendor Information Forms or your Proposal may be rejected as non-responsive:

 Vendor Business Name
 Vendor Contact Information
 Federal and State/Purchasing Cooperative
Experience
 Governmental References
 Company Profile
 Texas Regional Service Designation
 State Service Designation
 National Purchasing Cooperative Vendor Award
Agreement
(Vendors serving outside Texas only)
 Local/Authorized Seller Listings
 Manufacturer Dealer Designation
 Proposal Invitation Questionnaire
 Vendor Request to Self-Report BuyBoard
Purchases (Optional)

To the extent any information requested is not applicable to your company, you must so indicate on the form.

VENDOR BUSINESS NAME

By submitting a Proposal, Vendor is seeking to enter into a legal contract with the Cooperative. As such, Vendor must be an individual or legal business entity capable of entering into a binding contract.

Name of Proposing Company: ____________________________________________________________ (List the legal name of the company seeking to contract with the Cooperative. Do NOT list an assumed name, dba, aka, etc. here. Such information may be provided below. If you are submitting a joint proposal with another entity to provide the same proposed goods or services, each submitting entity should complete a separate vendor information form. Separately operating legal business entities, even if affiliated entities, which propose to provide goods or services separately must submit their own Proposals.)

Please check (√) one of the following:

Type of Business: □ Individual/Sole Proprietor □ Corporation □ Limited Liability Company □ Partnership □ Other (Specify: ________________________)

State of Incorporation (if applicable): ___________________________

Federal Employer Identification Number: ___________________________ (Vendor must include a completed IRS W-9 form with their Proposal)

Name by which Vendor, if awarded, wishes to be identified on the BuyBoard: (Note: If different than the Name of Proposing Company listed above, only valid trade names (dba, aka, etc.) of the Proposing Company may be used and a copy of your Assumed Name Certificate(s), if applicable, must be attached.)

______________________________________________________________________________________ _______________

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VENDOR CONTACT INFORMATION

Vendor shall provide the requested Vendor Contact Information in the electronic proposal submission system including contract, purchase order, RFQ, and invoice contacts (or, if submitting a hard copy Proposal, time ly request and complete the Vendor Contact Information form in accordance with the Instructions to Proposers) .

FEDERAL AND STATE/PURCHASING COOPERATIVE EXPERIENCE

The Cooperative strives to provide Cooperative members with the best services and products at the best prices available from Vendors with the technical resources and ability to serve Cooperative members. Please respond to the following questions.

1. Provide the dollar value of sales to or through purchasing cooperatives at or based on an established catalog or market price during the previous 12 -month period or the last fiscal year: $______________. (The period of the 12 -month period is _________/_________). In the event that a dollar value is not an appropriate measure of the sales, provide and describe your own measure of the sales of the item(s).

2. By submitting a proposal, you agree that, based on your written discounting policies, the discounts yo u offer the Cooperative are equal to or better than the best price you offer other purchasing cooperatives for the same items under equivalent circumstances.

3. P rovide the information requested below for other purchasing cooperatives for which Proposer cu rrently serves, or in the past has served, as an awarded vendor. Rows should be added to accommodate as many purchasing cooperatives as required.

PURCHASING
GROUP

CURRENT
VENDOR?
(Y/N)
FORMER VENDOR (Y/N)? –

IF YES, LIST YEARS

AS VENDOR

AWARDED

COMMODITY

CATEGORY(IES)

1. Federal General Services Administration

2. T-PASS (State of Texas)

3. OMNIA Partners

4. Sourcewell (NJPA)

5. E&I Cooperative

6. Houston-Galveston Area Council (HGAC)

7. Choice Partners

8. The Interlocal Purchasing System (TIPS)

9. Other

MY COMPANY DOES NOT CURRENTLY HAVE ANY OF THE ABOVE OR SIMILAR TYPE CONTRACTS.

CURRENT BUYBOARD VENDORS
If you are a current BuyBoard vendor in the same contract category as proposed in this Proposal Invitation , indicate the discount for your current BuyBoard contract and the proposed discount in this Proposal. Explain any difference between your current and proposed discounts.

Current Discount (%): _________________________ Proposed Discount (%): ________________________

Explanation: _________________________________________________________________________________________

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GOVERNMENTAL REFERENCES

For your Proposal to be considered, you must supply a minimum of five (5) individual governmental entity references. The Cooperative may contact any and all references provided as part of the Proposal evaluation. Provide the information requested below, in cluding the existing pricing/discounts you offer each customer. T he Cooperative may determine whether pricing/discounts are fair and reasonable by comparing pricing/discounts stated in your Proposal with the pricing/discounts you offer other governmental customers. Attach additional pages if necessary.

Quantity/
Entity Name Contact Phone# Email Address Discount Volume_____

1._________________________________________________________________________________________________ _

2.__________________________________________________________________________________________________

3.__________________________________________________________________________________________________

4.__________________________________________________________________________________________________

5.__________________________________________________________________________________________________

Do you ever modify your written policies or standard governmental sales practices as identified in the above chart to give better discounts (lower pricing) than indicated? YES NO If YES, please explain:

_______________________________________________________________________________________________________________ _______________________________________________________________________________________________________________ _______________________________________________________________________________________________________________

COMPANY PROFILE

Information on awarded Cooperative C ontracts is available to Cooperative Members on the BuyBoard website. If your company is awarded a Contract under this Proposal Invitation, please provide a brief company description that you would like to have included with your company profile on the BuyBoard web site. Submit your company profile in a separate file, in Word format, with your Proposal . (Note: Vendor is solely responsible for any content provided for inclusion on the BuyBoard website . The Cooperative re serves the right to exclude or remove any content in its sole discretion , with or without prior notice, including but not limited to any content deemed by the Cooperative to be inappropriate, irrelevant to the Contract, inaccurate, or misleading.)

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TEXAS REGIONAL SERVICE DESIGNATION

This form must be completed in the electronic proposal submission system (or, if submitting a hard copy Proposal, time ly request and complete the form in accordance with the Instructions to Proposers) .

The Cooperative (referred to as “Texas Cooperative” in this form and in the State Service Designation form) offers vendors the opportunity to service its members throughout the entire State of Texas. In the electronic proposal submission system, you must i ndicate if you will service Texas Cooperative members statewide or, if you do not plan to service all Texas Cooperative members statewide, you must indicate the specific regions you will service. If you propose to serve different regions for different products or services included in your Proposal, you must complete and submit a separate Texas Regional Service Designation form for each group of products and clearly indicate the products or services to which the designation applies. (Additional forms can be obtained by contacting [email protected] at least five (5) business days prior to the Proposal Due Date.) By designating a region or regions, you are certifying that you are authorized and willing to provide the proposed products and services in those regions. Designating regions in which you are either unable or unwilling to provide the specified products and services shall be grounds for either rejection of your Proposal or, if awarded, termination of your Contract. Additionally, if you do not plan to service Texas Cooperative members (i.e., if you will service only states other than Texas) , you must so indicate on the form in the electronic proposal submission system.

Region and Headquarters
1 Edinburg
2 Corpus Christi
3 Victoria
4 Houston
5 Beaumont
6 Huntsville
7 Kilgore
8 Mount Pleasant
9 Wichita Falls
10 Richardson
11 Fort Worth
12 Waco
13 Austin
14 Abilene
15 San Angelo
16 Amarillo
17 Lubbock
18 Midland
19 El Paso
20 San Antonio

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STATE SERVICE DESIGNATION

This form must be completed in the electronic proposal submission system (or, if submitting a hard copy Proposal, time ly request and complete the in accordance with the Instructions to Proposers) .

As set forth in the Proposal Invitation, it is the Cooperative’s intent that other governmental entities in the United States have the opportunity to purchase goods or services awarded under the Contract, subject to applicable state law, through a piggy- back award or similar agreement through the National Purchasing Cooperative BuyBoard. If you plan to service the en tire United States or only specific states, you must complete the State Service Designation information in the electronic proposal submission system. (Note: If you plan to service Texas Cooperative members, be sure that you complete the Texas Regional Service Designation form.) In addition to this form , to be considered for a piggy -back award by the National Purchasing Cooperative, you must have an authorized representative sign the National Purchasing Cooperative Vendor Award Agreement that f ollows this page .

If you serve different states for different products or services included in your Proposal, you must complete and submit a separate State Service Designation form for each group of products and clearly indicate the products or services to which the designation applies. (Additional forms can be obtained by contacting [email protected] at least five (5) business days prior to the Proposal Due Date.) By designating a state or states , you are certifying that you are authorized and willing to provide the proposed products and services in those states . Designating states in which you are either unable or unwilling to provide the specified products and services shall be grounds for either rejection of your Proposal or, if awarded, termination of your Contract.

 I will service all states in the United States.
 I will not service all states in the United States.

Alabama
Alaska Nebraska
Arizona Nevada
Arkansas New Hampshire
California (Public Contract Code 20118 & 20652) New Jersey Colorado New Mexico
Connecticut New York
Delaware North Carolina
District of Columbia North Dakota
Florida Ohio
Georgia Oklahoma
Hawaii Oregon
Idaho Pennsylvania
Illinois Rhode Island
Indiana South Carolina
Iowa South Dakota
Kansas Tennessee
Kentucky Texas
Louisiana Utah
Maine Vermont
Maryland Virginia
Massachusetts Washington Michigan West Virginia
Minnesota Wisconsin
Mississippi Wyoming
Missouri
Montana

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NATIONAL PURCHASING COOPERATIVE VENDOR AWARD AGREEMENT

In accordance with the Terms and Conditions associated with this Proposal Invitation, a contract awarded under this Proposal Invitation may be “piggy- backed” by another governmental entity. The National Purchasing Cooperative is an intergovernmental purchasing cooperative formed by certain school districts outside of Texas to serve its members throughout the United States. If you agree to be considered for a piggy -back award by the National Purchasing Cooperative, you agree to the following terms and agree to serve National Purchasing Cooperative members in the states you have indicated on the State Service Designation form, in your Proposal.

By signing this form, Proposer (referred to in this Agreement as “Vendor”) agrees as follows:

1. Vendor acknowledges that if The Local Government Purchasing Cooperative (“Texas Cooperative”) awards Vendor a contract under this Proposal Invitation (“Underlying Award”), the National Purchasing Cooperative (“National Cooperative”) may - but is not required to - “piggy-back” on or re-award all or a port ion of that Underlying Award (“Piggy -Back Award”).

By signing this National Cooperative Vendor Award Agreement (“Agreement”), Vendor accepts and agrees to be bound by any such Piggy-Back Award as provided for herein.

2. In the event National Cooperative awards Vendor a Piggy-Back Award, the National Cooperative Administrator (“BuyBoard Administrator”) will notify Vendor in writing of such Piggy -Back Award, which award shall commence on the effective date stated in the Notice and end on the expiration date of the Underlying Award, subject to annual renewals as authorized in writing by the BuyBoard Administrator. Vendor agrees that no further signature or other action is required of Vendor in order for the Piggy-Back Award and this Agreement to be binding u pon Vendor. Vendor further agrees that no interlineations or changes to this Agreement by Vendor will be binding on National Cooperative, unless such changes are agreed to by its BuyBoard Administrator in writing.

3. Vendor agrees that it shall offer its goods and services to National Cooperative members at the same unit pricing and same general terms and conditions, subject to applicable state laws in the state of purchase, as required by the Underlying Award. However, nothing in this Agreement prevents Vendor from offering National Cooperative members better (i.e., lower) competitive pricing and more favorable terms and conditions than those in the Underlying Award.

4. Vendor hereby agrees and confirms that it will serve those states it has designated on the State Service Designation Form of this Proposal Invitation. Any changes to the states designated on the State Service Designation Form must be approved in writing by the BuyBoard Administrator.

5. Vendor agrees to pay National Cooperative the service fee provided for in the Underlying Award based on the amount of purchases generated from National Cooperative members through the Piggy -Back Award. Vendor shall remit payment to National Cooperative on such schedule as it specifies (which shall not be more often than monthly). Further, upon request, Vendor shall provide National Cooperative with copies of all purchase orders generated from National Cooperative members, vendor invoices, and/or such other documentation regarding those purchase orders as the Cooperative’s administrators may require in their reasonable discretion for purposes of reviewing and verifying purchase activity. Vendor further agrees that National Cooperative shall have the right, upon reasonable written notice, to review Vendor’s records pertaining to purchases made by National Cooperative members in order to verify the accuracy of service fees.

6. Vendor agrees that the Underlying Award, including its General Terms and Conditions, are adopted by reference to the fullest extent such provisions can reasonably apply to the post-proposal/contract award phase. The rights and responsibilities that would ordinarily inure to the Texas Cooperative pursuant to the Underlying Award shall inure to National Cooperative; and, conversely, the rights and responsibilities that would ordinarily inure to Vendor in the Underlying Award shall inure to Vendor in this Agreement. Vendor recognizes and agrees that Vendor and National Cooperative are the only parties to this Agreement, and that nothing in this Agreement has application to other third parties, including the Texas Cooperative. In the event of conflict between this Agreement and the terms of the Underlying Award, the terms of this Agreement shall control, and then only to the extent necessary to reconcile the conflict.

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7. This Agreement shall be governed and construed in accordance with the laws of the State of Rhode Island and venue for any dispute shall lie in the federal district court of Alexandria, Virginia.

8. Vendor acknowledges and agrees that the award of a Piggy -Back Award is within the sole discretion of National Cooperative, and that this Agreement does not take effect unless and until National Cooperative awards Vendor a Piggy-Back Award and the BuyBoard Administrator notifies Vendor in writing of such Piggy-Back Award as provided for herein.

WHEREFORE, by signing below Vendor agrees to the foregoing and warrants that it has the authority to enter into this Agreement.

_______________________________________ ___________________________________________ Name of Vendor Proposal Invitation Number

_______________________________________ _ __________________________________________ Signature of Authorized Company Official Printed Name of Authorized Company Official

__________________________________
Date

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LOCATION /A UTHORIZED SELLER LISTINGS

If you have more than one location /authorized seller that will service a Contract awarded under this Proposal Invitation, please list each location/authorized seller below. If additional sheets are required, please duplicate this form as necessary.

NOTE: Awarded Vendors shall remain responsible for all aspects of the Contract, including processing of Purchase Orders, and shall be responsible for the performance of all locations and authorized sellers under and in accordance with the Contract.

If you are a product manufacturer and wish to designate Designat ed Dealers as defined in the General Terms and Conditions to receive Cooperative member Purchase Orders on your behalf, you must complete the Manufacturer Designated Dealer form.

Location/Authorized
Seller Name

Contact Person
Contact Information
(Mailing Address, Phone, Fax, Email)

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MANUFACTURER DEALER DESIGNATION

If Vendor is a manufacturer that sells products through a dealer network and wishes to designate a dealer or multiple dealers (“Designated Dealers”) to receive Cooperative member Purchase Orders on Vendor’s behalf, you must complete this form for each dealer you wish to designate.

Regardless of any Designated Dealers submitted by Vendor, Vendor specifically agrees and acknowledges that any such designations are for Vendor’s convenience only and shall not, if Vendor is awarded a Contract, relieve Vendor o f any obligations under the Contract, including payment of Cooperative service fees on all Purchase Orders submitted to Vendor or any Designated Dealer. In accordance with the General Terms and Conditions, an awarded Vendor shall remain responsible and liable for all of its obligations under the Contract and the performance of both Vendor and any of Vendor’s Designated Dealers under and in accordance with the Contract and remain subject to all remedies for default thereunder, including, but not limited to suspension and termination of Vendor’s Contract for nonpayment of service fees.

If awarded, Vendor authorizes the Cooperative, in its sole discretion, to list any Vendor Designated Dealers in the BuyBoard system and to receive Purchase Orders directly from Cooperative members on behalf of Vendor. To the extent a Vendor with Designated Dealers receives a Purchase Order directly, it shall be the responsibility of Vendor to appropriately process such Purchase Order in accordance with the Contract, including but not limited to timely forwarding such Purchase Order to a Designated Dealer for processing.

The Cooperative reserves the right, in its sole discretion, to refuse addition of, or request removal of, any Designated Dealer, and Vendor agrees to immedia tely require such Designated Dealer to cease accepting Purchase Orders or otherwise acting on Vendor’s behalf under the Contract. Further, the Cooperative administrator shall be authorized to remove or suspend any or all Designated Dealers from the BuyBoard at any time in its sole discretion.

If you wish to designate a dealer to service a contract awarded under this Proposal Invitation, please list the Designated Dealer below. If you wish to designate multiple dealers, please duplicate this form as necessary.

____________________________________________________________________________________________________ Designated Dealer Name Designated Dealer Contact Person

____________________________________________________________________________________________________ Designated Dealer Address

_____________________________________ _________________________ _________________ City State Zip

_________________________________________ _______________________________________ Phone Number Fax Number

_________________________________________ _____________________________________________________ Email address Designated Dealer Tax ID Number* (*attach W-9)

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PROPOSAL INVITATION QUESTIONNAIRE

The Cooperative will use your responses to the questions below in evaluating your Proposal and technical and financial resources to provide the goods and perform the services (“Work”) under the BuyBoard contract contemplated by this Proposal Invitation (“C ontract”). Proposers must fully answer each question, numbering your responses to correspond to the questions/numbers below. Proposers must complete below or attach your responses to this questionnaire and submit in one document with your Proposal. You mus t submit the questionnaire and responses with your Proposal or the Proposal will not be considered.

1. List the number of years Proposer has been in business and former business names (if applicable). Note whether your company is currently for sale or involved in any transaction that would significantly alter its business or result in acquisition by another entity.

____________________________________________________________________________________________________

2. Describe the resources Proposer has to manage staff and successfully perform the Work contemplated under this Contract. State the number and summarize the experience of company personnel who may be utilized for the Work, including those who will be available to Cooperative members for assistance with project development, technical issues, and product selection for Work associated with this Contract.

____________________________________________________________________________________________________

3. Marketing Strategy: For your Proposal to be considered, you must submit the Marketing Strategy you will use if the Cooperative accepts all or part of your Proposal. (Example: Explain how your company will initially inform Cooperative members of your BuyBoard Contract, and how you will continue to support the BuyBoard for the duration of the Contract term.) Attach additional pages if necessary.

____________________________________________________________________________________________________

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4. Describe Proposer’s financial capability to perform the Contract. State or describe the firm’s financial strength and rating, bonding capacity, and insurance coverage limits. State whether the firm, or a ny of the firm’s past or present owners, principal shareholders or stockholders, or officers, have been a debtor party to a bankruptcy, receivership, or insolvency proceeding in the last 7 years, and identify any such debtor party by name and relationship to or position with your firm.

____________________________________________________________________________________________________

5. Does your company have any outstanding financial judgments and/or is it currently in default on any loan or financing agreement? If so, provide detailed information on the nature of such items and prospects for resolution. ____________________________________________________________________________________________________

____________________________________________________________________________________________________

6. List all contracts, if any, in the last 10 years on which Proposer has defaulted, failed to complete or deliver the work, or that have been terminated for any reason. For each such contract, provide the project name, scope, value and date and the name of the procuring entity. Fully explain the circumstances of the default, failure to complete or deliver the work, or termination.

____________________________________________________________________________________________________

7. List all litigation or other legal proceedings (including arbitration proceedings), if any, in the last 10 years brought against your firm, or any of the firm’s past or present owners, principal shareholders or stockholders, officers, agents or employees, that relate to or arise from a contract similar to this Contract or the Work contemplated under this Contract.

Provide the style of the lawsuit or proceeding (name of parties and court or tribunal in which filed), nature of the claim, and resolution or current status.
____________________________________________________________________________________________________

____________________________________________________________________________________________________

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VENDOR REQUEST TO SELF-REPORT BUYBOARD PURCHASES

The General Terms and Conditions require that all Purchase Orders generated by or under any Contract awarded under this Proposal Invitation be processed through the BuyBoard and, except as expressly authorized in writing by the Cooperative administrator, Vendors are not authorized to process Purchase Orders received directly from Cooperative members that have not been processed through the BuyBoard or provided to the Cooperative. In accordance with this provision , Vendor may request authorization of the Cooperative administrator to self-report Cooperative member purchases if awarded a Contract under this Proposal Invitation. By making such a request, Vendor acknowledges and agrees that self-reporting is specifically subject to and conditioned upon (1) Vendor’s agreement to the Additional Terms and Conditions for BuyBoard Self-Reporting which are included in this Proposal Invitation and incorporated herein for all purposes and (2) approval of this request in writing by the Cooperative administrator.

Note: This form is NOT required as part of your propo sal. You should sign and return this form ONLY if you wish to request authorization to self -report BuyBoard purchases. Any request to self -report will not be effective, and Vendor shall not be authorized to self -report BuyBoard member purchases, unless an d until (1) Vendor is awarded a Contract under this Proposal Invitation, and (2) the request has been approved in writing by the Cooperative administrator.

By my signature below, I hereby request authorization from the Cooperative administrator to self -report BuyBoard purchases if my company is awarded a Contract. I certify that I am authorized by the above -named Vendor to approve this form, and I have received and read the Addition al Terms and Conditions for BuyBoard Self -Reporting included in this Proposal Invitation and do hereby approve and agree to such terms and conditions on behalf of Vendor.

NAME OF VENDOR: ______________________________________________________

_______________________________________
Signature of Vendor Authorized Representative

Printed Name: __________________________

Title: _________________________________

Date: _________________________________

(For Cooperative Administrator Use Only)

Approved by BuyBoard Administrator: __________________________

Effective/Start Date for Self-Reporting: _________________________

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PROPOSAL SPECIFICATION SUMMARY

The categories and items specified for this Proposal Invitation are summarized below. For full Proposal Specifications, you must review and complete the Proposal Specification information in the electronic proposal submission system in accordance with the Instructions to Proposers (or, if submitting a hard copy Proposal, timely request and complete the Proposal Specification Form in accordance with the Instructions to Proposers). _________________________________________________________________________________________________________

PROPOSAL NOTE : Vendors shall submit catalog(s)/pricelist(s) with their Proposal response or the Proposal will not be considered. Vendors shall submit catalog(s)/pricelist(s) with the Proposal in a readily available and readable electronic format, with Excel or searchable PDF preferred. No paper catalogs or manufacturer/vendor websites will be accepted.

Section I: Public Safety Supplies and Equipment

1. Discount (%) off catalog/pricelist for Firearms and Ammunition.

2. Discount (%) off catalog/pricelist for Tactical Equipment.

3. Discount (%) off catalog/pricelist for Night Sticks and Batons.

4. Discount (%) off catalog/pricelist for Riot Equipment/Body Armor.

5. Discount (%) off catalog/pricelist for Public Safety Vehicle Equipment and Related Accessories.

6. Discount (%) off catalog/pricelist for Tear Gas/Mace and Related Items.

7. Discount (%) off catalog/pricelist for Night Vision and Infrared Equipment.

8. Discount (%) off catalog/pricelist for Thermal Imaging Equipment and Products.

9. Discount (%) off catalog/pricelist for Flashlights, Batteries, and Related Items.

10. Discount (%) off catalog/pricelist for Electronic Stand-up Vehicles (ESV).

11. Discount (%) off catalog/pricelist for All Types of Public Safety Patrol Bicycles, Supplies and Related Accessories.

12. Discount (%) off catalog/pricelist for Public Safety Rescue Equipment.

13. Discount (%) off catalog/pricelist for Handcuffs and Restraints.

14. Discount (%) off catalog/pricelist for Scopes and Binoculars.

15. Discount (%) off catalog/pricelist for Alcohol and Drug Testing Products and Related Services.

16. Discount (%) off catalog/pricelist for Law Enforcement Training Targets.

17. Discount (%) off catalog/pricelist for Fingerprint Equipment and Supplies.

18. Discount (%) off catalog/pricelist for Law Enforcement Knives and Tools (multipurpose tools, clip tools, mini tools, and related accessories).

19. Discount (%) off catalog/pricelist for Public Safety Uniforms, Rainwear, Jackets, Footwear , and Accessories.

20. Discount (%) off catalog/pricelist for Weather Monitoring Systems.

21. Discount (%) off catalog/pricelist for Red Light Monitoring Systems.

22. Discount (%) off catalog/pricelist for Speed Enforcement Equipment.

23. Discount (%) off catalog/pricelist for Public Safety Life Preserver and Related Items.

24. Discount (%) off catalog/pricelist for Emergency Radio Dispatch Consoles and related items.

25. Discount (%) off catalog/pricelist for Safety and Security Window Film Products.

26. Discount (%) off catalog/pricelist for Gunshot and Threat Detection Products and Systems.

27. Discount (%) off catalog/pricelist for All Types Security Access Doors and related accessories (accordion, roll up, wood fold, flat lead post, narrow lead post, and curved).

28. Discount (%) off catalog/pricelist for All Other Public Safety Products and Equipment.

29. Discount (%) off catalog/pricelist for Public Safety Equipment Repair Parts.

30. Discount (%) off catalog/pricelist for Public Safety Equipment and Products Maintenance/Warranty Agreements.

Section II: Firehouse Supplies and Equipment

31. Discount (%) off catalog/pricelist for Breathing Apparatus.

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32. Discount (%) off catalog/pricelist for Protective Clothing and Rescue Gear including Protective Boots, Helmets and Gear Bags.

33. Discount (%) off catalog/pricelist for Turnout Gear.

34. Discount (%) off catalog/pricelist for Nomex Station Uniforms.

35. Discount (%) off catalog/pricelist for Communication Devices and Systems.

36. Discount (%) off catalog/pricelist for EMS Supplies and Equipment.

37. Discount (%) off catalog/pricelist for Portable Lighting Equipment.

38. Discount (%) off catalog/pricelist for Vehicle Light Bars, Sirens, and Speakers.

39. Discount (%) off catalog/pricelist for Fire Extrication Rescue Equipment.

40. Discount (%) off catalog/pricelist for Firehouse Uniforms, Rainwear, Jackets, Footwear and Accessories.

41. Discount (%) off catalog/pricelist for Gas Detection Devices, Cameras, and Systems.

42. Discount (%) off catalog/pricelist for Fire Hose and Nozzles.

43. Discount (%) off catalog/pricelist for Fire Extinguishers and Fire Fighting Foam.

44. Discount (%) off catalog/pricelist for Fire Hose Hydrostatic Testing Services.

45. Discount (%) off catalog/pricelist for Fire Fighting Training Materials and Equipment.

46. Discount (%) off catalog/pricelist for Optical Emergency Traffic Pre-Emption Supplies and Equipment.

47. Discount (%) off catalog/pricelist for All Other Firehouse Equipment and Supplies.

48. Discount (%) off catalog/pricelist for Firehouse Equipment Repair Parts.

49. Discount (%) off catalog/pricelist for Firehouse Equipment and Products Safety Maintenance/Warranty Agreements.

Section III: Installation and Repair Service

50. Hourly Labor Rate for Installation/Repair Service of Public Safety Equipment and Products - Not to Exceed hourly labor rate for Installation/Repair Service of Public Safety Equipment and Products.

51. Hourly Labor Rate for Installation/Repair Service of Firehouse Equipment and Products - Not to Exceed hourly labor rate for Installation/Repair Service of Firehouse Equipment and Products.

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R EQUIRED F ORMS C HECKLIST
(Please check (√) the following)

Reviewed/Completed: Proposer’s Acceptance and Agreement

PROPOSAL FORMS PART 1: COMPLIANCE FORMS

Reviewed/Completed: Proposal Acknowledgements
Reviewed/Completed: Felony Conviction Disclosure
Reviewed/Completed: Resident/Nonresident Certification
Reviewed/Completed: Debarment Certification
Reviewed/Completed: Vendor Employment Certification
Reviewed/Completed: No Boycott Verification
Reviewed/Completed: No Excluded Nation or Foreign Terrorist Organization Certification Reviewed/Completed: Historically Underutilized Business Certification Reviewed/Completed: Acknowledgement of BuyBoard Technical Requirements Reviewed/Completed: Construction-Related Goods and Services Affirmation Reviewed/Completed: Deviation and Compliance
Reviewed/Completed: Vendor Consent for Name Brand Use
Reviewed/Completed: Confidential/Proprietary Information Reviewed/Completed: EDGAR Vendor Certification
Reviewed/Completed: Compliance Forms Signature Page

PROPOSAL FORMS PART 2: VENDOR INFORMATION FORMS

Reviewed/Completed: Vendor Business Name
Reviewed/Completed: Vendor Contact Information (complete in electronic proposal submission system) Reviewed/Completed: Federal and State/Purchasing Cooperative Experience Reviewed/Completed: Governmental References
Reviewed/Completed: Company Profile
Reviewed/Completed: Texas Regional Service Designation (complete in electronic proposal submission system) Reviewed/Completed: State Service Designation (complete in electronic proposal submission system) Reviewed/Completed: National Purchasing Cooperative Vendor Award Agreement (Vendors serving outside Texas only) Reviewed/Completed: Local/Authorized Seller Listings
Reviewed/Completed: Manufacturer Dealer Designation
Reviewed/Completed: Proposal Invitation Questionnaire
Reviewed/Completed: Vendor Request to Self-Report BuyBoard Purchases (Optional)

Reviewed/Completed: Proposal Specification s Discount (%) off Catalog/Pricelist and /or other required pricing information including Catalogs/Pricelists (or no bid response) must be submitted with the Proposal or the Proposal will not be considered.

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GENERAL TERMS AND CONDITIONS
A. General Provisions

1. Statement of Inclusion/Applicability
These General Terms and Conditions (“Terms and Conditions”) apply to this Proposal Invitation and the proposing company’s response to this Proposal Invitation . These Terms and Conditions are an integral part of any Contract which is awarded or Purchase Order which is issued in association with this Proposal Invitation.

2. Organization and Section Titles
The provisions of these Terms and Conditions are generally organized according to the sta ges of the procurement process: proposal, evaluation, award , and performance. This organization of and the section titles used in these Terms and Conditions are for convenience and reference only, and in no way define, describe, extend , or limit the scope or intent of the provisions of any section of this document. Unless otherwise stated, any listing of factors or criteria in these Terms and Conditions does not constitute an order of preference or importance.

3. Definitions
As used in t his Proposal Invitation and associated documentation, the following terms have the meanings set out below unless the context requires otherwise, regardless of whether initial capitalization is consistently used. Words used in the singular include the plura l, and words used in the plural include the singular. To the extent terms are defined or used differently in different Proposal Invitation documents, substance prevails over form:

“Awarded Items” has the meaning set for in section E.3 of the Terms and Conditions.

“Awarded Pricing” has the meaning set forth in section E.4 of the Terms and Conditions.

“BuyBoard®,” “ the BuyBoard,” or “BuyBoard webs ite” means the internet -based electronic commerc e technology provided by the Cooperative Administrator, the T exas Association of School Boards, Inc. (TASB), to enable Cooperative members to purchase awarded goods and services electronically.

“BuyBoard Administrator” or “Cooperative Administrator” means the Texas Association of School Boards, Inc. (TASB), 12007 Research Blvd, Austin, Texas 78759.

“Contract” means the contract between the Cooperative and a successful P roposer ( Vendor), wh ich gives Vendor the opportunity to serve Cooperative members based on the Cooperative’s acceptance of all or part of t he Vendor’s Proposal, and is comprised collectively of the following:

(a) This Proposal Invitation;
(b) Vendor’s Proposal;
(c) Notice of Award issued to Vendor by the Cooperative; and (d) Purchase Order between a Cooperative member and Vendor, and any additi onal terms, conditions, or instructions agreed to by Vendor and a Cooperative member that are consistent with these Terms and Conditions. (A Purchase Order betwe en a Cooperative member and Vendor shall be deemed part of the Contract for the specific Cooperative member purchase only and for determination of the Service Fee as set forth in these Terms and Conditions . P urchase Order terms, including ad ditional or supplemental terms, conditions, or instructions agreed to between a Vendor and a Cooperative member where permitted by these Terms and Conditions shall apply between the Cooperative member and Vendor as to the specific Cooperative member purchase only but shall not alter or affect the Terms and Conditions of the Contract as between the Cooperative in its own right and Vendor.)

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“Cooperative” means The Local Government Purchasing Cooperative (which may also be refer red to as “Texas Cooperative” herein), including when acting by and through the Cooperative Administrator, unless a distinction is made otherwise.

“Cooperative member” or “member” means a local governmental enti ty (e.g., school district, city or county) or other governmental entity that is a member of the Cooperative and is el igible to purchase through a governmental purchasing cooperative or interlocal cont ract. A lthough not eli gible to b e a member of the Cooperative, “Cooperative member ” as used in thes e Terms and Conditions may include the Cooperative administrator’s non-profit entity subscribers when used in relation to a purchase from a non-profit subscriber.

“Goods” or “Products” (which terms are used interchangeably) means the goods, products, equipment or other commodities and/or services that are the subject of this Proposal Invitation.

“Proposal Invitation” means this Proposal Invitation and all associated documentat ion, including without limitation, these Terms and Condition s and any amendme nts hereto, additional terms and conditions specific to this Proposal Invitation, instructio ns, exhibits or attachments, forms, agreements, certifications, item specifications, appendices, and addenda.

“Proposal” means Proposer’s complete and correct response to this Proposal Invitation, including all information, forms, agreements, certifications and other documentation required by this Proposal Invitatio n, properly submitted by Proposer’s duly authorized representative.

“Proposal Due Date” means the date and time specified in the Proposal Invitation, or any addenda thereto, by which Vendors are required to submit Proposals for this Proposal Invitation.

“Proposer” or “Vendor” means the company or firm that submits a Proposal or, depending on the context, the proposing company to which the Cooperative awar ds a Contract under this Proposal Invitation. (For purposes of the forms associated with this Proposal I nvitation, “you”, “your” , “I” or “my” refer t o P roposer or Vendor, as applicable.)

“Purchase Order” means a Cooperative member’s fiscal form or other instrument which is used in m aking a purchase from Vendor under a Contract. A Purchase Order may include a written or electronic purchase order, record of an online order, record of a purchasing card (P card) purchase, or any other record or instrument used by a Cooperative member to docum ent a Cooperative member ’s authorized commitment to purchase awarded goods or services from a Vendor under a Contract.

“Vendor Invoice” means Vendor’s billing form or other instru ment, written or electronic , documenting charges for goods or services delivered to the Cooperative member under a Purchase Order under a Contract.

B. Proposal Requirements

1. Specifications
Unless otherwise sp ecified, the specifications are intended to be non -proprietary, and should be construed as such.

Catalog numbers, brand names, or manufacturer product or reference numbers used in the item specifications in this Proposal Invitation are in tended to be descriptive, not restr ictive. These references, as well as any approved brands and/or models listed, are intended to identify and indicate the type of product being sought and establish the le vel of quality desired. If any conflict exists in the item specifications between the product descriptions and any brand names or model or reference numbers used, the p roduct descriptions will override the brand names or model number references.

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In some cases, however, the Coopera tive may find it advantag eous in order to provide best value t o Cooperative members to standardize equipment and/or supplies by manufacturer i n order to achieve efficiencies in procurement, repair, and operation, to match existing stock, or to satisfy other requirements. In these limited cases, preference will be given to the specific products identified as approved brands and/or models, especially if all other evaluation factors are deemed to be equal. For this reason, where spec ific brands or models are identified, Proposer is encouraged to propose the exact item specified, in addition to an alternate brand or model with equal/equivalent functionality or features where appropriate or necessary.

In all cases, Proposals must identify the manufacturer, brand, model, etc., of the item being offered. For Proposals on “equal/equivalent” items other than the specified approved brand and/or model, Proposer must supply a complete description and sufficient data for the Cooperative to pro perly ana lyze the produ ct being proposed, including i ts functionality and features. In order to conduct such analysis, the Cooperative may request samples for items other than approved brands and/or models. If the specification identifies a specific brand or model for any item and Proposer fails to identif y the manufacturer, brand, model , etc., for that item, the Cooperative will assume Proposer is proposing on the exact brand and mod el identified in the specification , and if awarded a contract, Vendor must furnish the exact brand name, model, etc., as specified. Substitutions will not be allowed after the contract is awarded, except as provided for in section E.8 (Product Updates and Substitutions) of these Terms and Conditions.

The apparent silence of th e specifications as t o any detail, or the apparent omission f rom any speci fication of a detailed description concerning any point, will be interpreted to mean that only the b est commercial practices will prevail, and the specification will be construed accordingly.

NOTE: Unless a different time period is stated in the General I nformation document of this P roposal Invitation, if Proposer discovers or suspects an erro r in any i tem s pecification in this Proposal Invitation, including that the specification is proprietary where no t intended, Proposer must noti fy the Cooperative Administrator of the error in writing at [email protected] immediately, but in no event later than the 10th business day before the Proposal Due Date.

2. Proposal Pricing
Pricing must be provided in the form required by the specifications and in accordance with the Proposal Invitation.

Unless otherwise prov ided in the specifications, if the specifications require “Line Item” or unit pricing, the Proposal must include a specific not-to-exceed price for the unit of measure specified for that item. Proposer is responsible for clearly noting any differenc es in proposed packaging and /or units of measure as a deviation in accordance with section B.4 (Deviations from Item Specifications or General Terms and Conditions) of these Terms and Conditions.

Unless otherwise provided in the specifications, if the specifications require “discount from catalog” or “discount from pricelist” pricing, Proposer must quote the discount percentage to be applied to all items in each published catalog or pricelist included in the Proposal. Proposer must submit each catalog or published pricelist proposed with the Proposal in electronic format and in accordance with the requirements of the Proposal Invitation. Catalogs and pricelists should contain only items that relate to the i tems requested in the specifications. Vendors are discouraged from including irrelevant or non -responsive information with their Prop osal. The Cooperative reserves t he right to deem a Proposal non-responsive if the cata logs or pricelists submitted do not specifically relate to the intent of the Proposal Invitation or contain what th e Cooperative deems, in its sole discretion, excessive irrelevant or no n-responsive inf ormation, including information which makes it burdenso me or impractical for the Cooperative to identify responsive products and pricing.

For installation, repa ir, and other services or labor, the specifications may require n ot-to-exceed l abor rate s or coefficient to be applied to a unit cost book. Proposers must provide pricing in the form required by the specifications and not e any deviations in accordance with B.4 (Deviations from Item Specifications or General Terms and Conditions).

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Proposer’s pricing must be equal to or better than pricing Proposer offers other similarly situated customers under similar circumstances, including those offered to other purchasing cooperatives . Pricing that is not considered equal or better could result in the Proposal being determined non-competitive and not considered for award.

Unless specified otherwise in this Proposal Invitation:
(a) A “cost plus” Proposal will not be accepted;
(b) Proposer will not include freight, transportation and delivery charges or costs, or sales tax in Proposal pricing. (Freight, transportation and delivery charges, if applicable, are to be pre -paid by the awarded Vendor and, subject to section E.5 (Packaging, Transportation, and Delivery) of these Terms and Conditions, included as a separate item on the invoice to the ordering Cooperative member); (c) Proposal pricing must include the service fee due p ursuant to section E.12 (Service Fee) of these Terms and Conditions; and
(d) Proposal pricing must be firm for acc eptance and the Cooperative’s period for acceptance wil l be at least 120 calendar days from the Proposal Due Date.

If Vendor is awar ded a Contract, updates to pricing during the Contract term shall onl y be pe rmitted in accordance with the requirements of sect ion E.4 ( Awarded Pric ing) of these Terms and Con ditions. Discount percentages of f catalogs or pricelists must remain firm for the full Contract term.

3. Quality
Unless otherwise indicated in this Proposal Invitation, proposed products must be new and in first class condition, and must be warranted in the same manner and to the same extent as normally provided to other customers of Proposer.

Additionally, proposed products must conform to the highest standards of manufacturing practice, including , for all tangible goods included i n this Proposal Invitation , containers suitable for shipmen t and storage. Unless otherwise specified, “factory seconds, ” “refurbished”, or otherwise inferior items are not acceptable. All services must comply with applicable industry standards.

4. Deviations from Item Specifications or General Terms and Conditions Other than a deviation submitted in writing with the Proposal and accepted by the Cooperati ve, the Cooperative will hold Vendor accountable to the Cooperative and Cooperative members to perform in s trict accordance with these Terms and Conditions and th e item sp ecifications as written. ( For requirements for anci llary agreements between Cooperative members and Vendors for specific purchases, see section D.2 (Applicable Terms and Conditions; Ancillary Agreements).)

Vendor must clearly note and explain in detail any and all limitations, exceptions, qualifications, special conditions, or other deviations (collectively “deviations”) from these T erms and Conditions or any of the item specifications in the Proposal on the Deviation and Compliance form (or an attachment thereto) at the time the Proposal is submitted.

Deviations must be specific to these Terms and Conditions or the item sp ecifications and clearly identify the specific section or item to which the deviation applies. The Cooperative shall not be deemed to have accepted, and a Contract shall not be subject t o, any term or condition in cluded in Ve ndor’s Proposal which differs f rom these Terms and Conditions unless Vendor has specifically identified the deviation on the Deviation and Compliance form and the deviation is accepted by the Cooperative.

The submission of a deviation or deviations may place Vendor at a competitive disadvantage or otherwise prevent the Cooperative from considering the Proposal on the affected item(s).

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The following Terms and Conditions are not subjec t to deviation. Any attempted deviation by Vendor to such Terms and Conditions, whether directly or indirectly, shall be deemed rejected by the Coope rative and, unless otherwise withdrawn by Vendor, may result in Vendor ’s Proposal being rejected in its entirety:

(a) Section B.9, Requirements of the Texas Public Information Act; Confidential Information; (b) Section B.12, Certifications;
(c) Section D.2, Applicable Terms and Conditions; Ancillary Agreements; (d) Section E.6.b, Payments;
(e) Section E.11, BuyBoard Vendor Information and Reporting of Cooperative Member Purchases (f) Section E.12, Service Fee;
(g) Section E.13, Disclaimer of Warranty and Limitation of Liability; (h) Section E.14, Sales Tax;
(i) Section E.15, Use of BuyBoard Logo and Trade Name;
(j) Section E.16, Indemnification;
(k) Section E.17, Intellectual Property Infringement;
(l) Section E.18, Remedies for Default and Termination of Contract; (m) Section E.19, Force Majeure;
(n) Section F., Miscellaneous, including all subsections (F.1-F.12) thereto.

Further, any deviation by Vendor wh ich, directly or indire ctly, s eeks to add terms or requirements substantively similar to the following shall be deemed rejected by the Co operative and, unless otherwise withdrawn by Vendor, may result in Vendor’s Proposal being rejected in its entirety:

(a) Any deviation seeking to su persede these Terms and Conditions with Vendor ’s own agr eement form, standard agreement, or terms and conditions;
(b) Any deviation seeking to require the Cooperative, Cooperative Administrator, or any Cooperative member to indemnify or hold harmless Vendor.

The Cooperative may, in its sole discretion, seek clarification from and/or communicate with Vendor(s) regarding any submitted deviation(s), consistent with general procurement principl es of fair c ompetition. The Cooperative reserves the right to accept or reject a proposal based upon any submitted deviation.

5. Addenda
Any interpretation, co rrection or change to this Proposal Invitation will be made by written addendum, and updated information contained in an addendum will prevail over the information contained in the original Proposal Invitation or a previous addendum. The Cooperative, by and through the Cooperative Administrator, is the sole au thority for the issuance of any ad dendum, and any communication related to this Proposal Invitation that is not from the Cooperative is invalid. Although the Cooperat ive may provide electronic notification when an addendum has been issued and the changes w ill be fla gged, it is Vendor’s r esponsibility to monitor the BuyBoard ven dor website for possible addenda and incorporate any posted a ddendum into the Proposal. Vendor must acknowledge each addendum in accordance with the instructions accompanying the addendum.

6. Samples
For a
ny commodities included in this P roposal Invitation , the C ooperative, by and th rough the Cooperative Administrator, or Cooperative member may request a product sample. Proposer must furnish the requested sample at no cost to the Cooperative, C ooperative Administrator, or requesting Coopera tive member, as applica ble. The Cooperative Administrator or requesting Cooperative member must receive the sample within such reasonable specified time as requested. The submitted sample must be labeled with the Proposal Invitation name and number, item number, product identification number, and Vendor’s name. Vendor’s failure to submit a sample when requested will result in the product in question not being considered for award to Vendor.

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The Cooperative Administrator or Cooperative member may retain samples for a sufficient length of time for proper evaluation. If not destroyed or consume d during examination or testing and if Vendor has included a written return request with a submitted samp le, the Co operative Administrator or Cooperative member will return samples to Vendor at Vendor's expense. Notwithstanding the foregoin g, the Cooperative Administrator or Cooperative member may permanently retain samples submitted by awarded Vendors for the purpose of determining that the quality and workmanship of awarded products delivered t o Coo perative members is comparable to the sampl es. Neither the Cooperative, the Cooperative Administrator, nor a requesting Cooperative member will be liable for samples that a re damaged, destroyed or consumed during examination or testing.

7. Proposal on All or Certain Items; Service Regions
Unless otherwise spec ified, Vendor may propose on any or all items. Vendor should answer all questions related to each item on which Vendor wishes to propose and indicate “No Bid” for those items on whi ch Vendor does not wish to propose. Failure to complete any item in the specifications will be deemed a no bid on that item. The Cooperative will consider items individually and make a wards o n each i tem independently, ex cept for related items for which compatibility will be an element of consideration. In such cases, small groups of items may be considered as a unit.

Vendor’s Proposal shall specify the regions and/or states that Vendor proposes to serve by completing the appropriate Proposal forms. Vendor shall specify only those regions or states for which Vendor is authorized either under applicable law and/or by th e manufacturer to sell the pr oposed products. If Vendor proposes multiple products, and the regions or states which the Vendor is able to serve and proposes to serve differ by product, Vendor must sp ecify the specific regions or states by product in its Pr oposal. A Ven dor may not se lect a region or state in it s Proposal where Vendor is unable or unauthorized to sell a proposed product. If it is determined that a Vendor is unable, unauthorized, or refuses to provide any awarded product( s) or service(s) in a region or state specified in Vendor’s Proposal, such inability, lack of authorization, or refusal shall be an event of default and subject to all remedies up to and including termination of Vendor’s Contract.

8. “All or Nothing” Awards
Unless otherwise indicated in this Proposal Invitation, “all or nothing” Proposals are not acceptable and w ill b e rejected. Vendor must be willing to accept a p artial award for any combination of the items or services proposed a nd must be willing to share the business with any other successful Proposers.

9. Requirements of the Texas Public Information Act; Confidential Information

(a) Vendor Compl
iance.

The requirements of Sub chapter J, Chapter 552, Texas Government Code, may apply to this Proposal Invitation and any awarded Contract, and Vendor agrees that the Contract can be terminated if Vendor knowingly or intentionally fails to comply with a requirement of that subchapter.

Pursuant to Texas Government Code Sections 552.371 and 552.372, to th e extent the Contract or any Purchas e Order thereunder has a stated expenditure of at least $1 million in public funds for the purchase of goods or services by a governmental body or results in the expenditure of at least $1 million in public funds for the purchase of goods or services by a governmental body in a fiscal year of the governmental body, Vendor shall:

1) preserve all contrac ting information, as defined in Texas Government Code Sect ion 552.003(7) ( “Contracting Information”), related to the Contract or any Cooperative member Purchase Order thereunder as provided by the records retention requirement s applicable to the governmental body for the duratio n of the Contract (including any Purchase Order thereunder);

2) promptly provide to the Cooperativ e or Cooperative mem ber, as ap plicable, any Contracting Information related to the Contract that is in the custody or possession of Vend or o n r equest of the Cooperative or Cooperative member; and

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3) on completion of the Contract (including any Purchase Order thereunder), either:
(A) provide at no cost to the Cooperative or Cooperative member, as applicab le, all Contracting Information related to the Contract (including any Purchase Order) that is in the custody or possession of Vendor; or (B) preserve the Contracting Information related to the Contrac t (including any Purchase Order thereunder) as provided by the record retention requirements applicable to the Cooperative or Cooperative mem ber, as applicable.

The Cooperative may not accept a Proposal or award a Contract to a Vendor that the Cooperative has determined has knowingly or intenti onally failed t o comply with Texas Government Code Chapter 552, Subchapter J, in a previous Proposal or Contract u nless the Cooperative determines and documents that Vendor has taken adequate step s to ensure future compliance with the requirements of said Subchapter.

(b) Confidential/Proprietary Information.

Proposer must clearly identify information in the Pro posal tha t Proposer considers propr ietary or confidential by completing the Confidenti al/Proprietary I nformation form. Further, for any other information provided by Vendor to the Coo perative after Contract award ( updated catalogs or pricelists, Vendor information, etc.), Vendor shall clearly mark and identify any information that Vendor considers proprietary or confidential. The Cooperative will treat such information as confidential only to the extent allowa ble und er the Texas Public Information Act (Chapter 552 of t he Texas Government Code) or similar disclosure law.

If Vendor fails to properly identify information that the Vendor considers pr oprietary or confidential , the Cooperative shall have no obligation to seek protection of such information fr om public disclosure should a member of the public or other third party request access t o the information under the Texas P ublic Information Act or similar disclosure laws. The Cooperative a nd its Administrator will not b e responsible for Vendor ’s failure to clea rly identify information Ve ndor considers confidential or proprietary. Vendor may be notified of a third-party request for information that Proposer has identified in the Confidential/Proprietary Information form as proprietary or confidential when required by the Texas Public Information Act or similar disclosure law.

By submitting a Proposal, Vendor acknowledges that the Cooperative and the Cooperative Administrator will disclose information when required by law, even if such information has been identified herein as information Vendor considers confidential or proprietary.

10. Certain Professional Services Excluded
Neither this Pr oposal Inv itation nor any Co ntract inc ludes serv ices that are requi red to b e procured under the Professional Services Procurement Act (Ch apter 2254 of the Texas Government Code), including without limitation architecture and professional engineering services.

11. Withdrawal or Modification of Proposal
Vendor may withdraw or modify a submitted Proposal prior to the Proposal Due Date and time specified in this Proposal Invitation. A Proposal may be withdrawn only in strict accordance with this section.

Electronic Proposals Subm issions: A Pr oposal submitted electronically thro ugh a website designated by the Cooperative for submission of electronic proposals may be withdrawn or modified prior to the Proposal Due Date and time through the same electronic proposal submission website. Vendor’s login to the electronic proposal submission website shall be used to verif y Vendor’s identity. Vendor shall be solely responsible for ensuring only authorized use of its login, following all website instructions, and ensuring that the Proposal i s properly withdrawn or modified prior to the Proposal Due Date and time.

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Hard Copy Submissions: If a Vendor submitted a Proposal in hard copy electronic format via mail or in person , rather than ele ctronic submission through the des ignated website , Proposer mus t sub mit a writ ten request to the Cooperative Administrator to withdraw the Proposal . The request to withdraw must be signed by an individual authorized to enter into contracts on Vendor’s b ehalf and indicate the i ndividual’s title. If t he Cooperative Administrator has any question or doubt regarding Vendor’s identity or the identity of its Proposal, withdrawal will not be allowed. If the Cooperative Administrator, decides to allow the withdrawal, Vendor’s duly authorized representative may be require d to complete and sig n a written receipt satisfac tory to the Cooperative Administrator before the proposal will be released. The decision of the Cooperative Administrator relating to matters concerning withdrawal o f a Proposal is final.

A Vendor may resubmit a withdrawn Proposal, or submit a new Proposal, up until the Proposal Due Dat e and time, provided any new submission meets the requirements of this Proposal Invitation. If Vendor resubmits a Proposal that was withd rawn and makes any change to any docum ent in the Proposal package, the change must be made in accordance with the Co operative’s instruction s for Proposal submissions, and Vendor will be deemed to h ave authorized such change.

Proposals that a re in the Cooperative’s possession ( including Pr oposals submitted thr ough an electronic proposal submission webs ite designated by the Cooperative) at the Proposal Du e Date and time shall be deemed final, conclusive, and irrevocable; and no Proposal will be subject to withdrawal, amendment, or cor rection by a Vendor after the Proposal Due Date and time specified i n this Proposal Invitation. However, pursuant to section B.4 (Deviations from Item Specifications or General Terms and Conditions), the Cooperative reserves the right, in its sole discretion, to seek clarification, communicate and resolve issues around deviations that were submitted in a Proposal, consistent with general procurement principles of fair competition.

12. Certifications
The Proposer’s Acceptance and Agreement and Propo sal Acknowledgements forms, which are fundamental to an d incorporated into this Proposal Invitation, require Vendor to certify to certain matters. Pursuant to and in a ccordance with such forms, and in addition to the matters set forth therein, Vendor certifies to the following with respect to this Proposal Invitation, the Proposal, and any Contract awarded under this Proposal Invitation.

(a) Non-Collus
ion Certification
Vendor agrees an d c ertifies to the following, and unde rstands that the penalty for violating this n on-collusion certification will be the immediate disqualification of Vendor’s Proposal or, if the violation is revea led after Contract award, any remedies allowed by law or the Contract including termination of Vendor’s Contract:

1) Neither Vendor nor any business entity represented by Vendor has received compensation for participatio n in the preparation of the item specifications or these Terms and Conditions related to this Proposal Invitation; 2) The Proposal has been arrived at independently and is submitted without collusion with any other Vendor, with any competitor or potential competitor, or with any other person or entity to obtain any information or gain any special treatment or favoritism that would in any way limit c ompetition or give any Proposer an unfair advantage over any other Proposer with respect to the Proposal;
3) Vendor has not accepted, offered, conferred, or agreed to confer, and will not in the future accept, offer, confer, or agree to confer, any bene fit or anything of value to an y person or entity related t o the Cooperative or a ny of its members in connection with any information or submission related to the Proposal, any recommendation, decision, vote, or award related to the Proposal, or the exercise of any influence or discretion concerning the sale, deli very, or performance of any product or service related to the Proposal; 4) Neither Vendor, nor any business entity represented by Vendor, nor anyone acting for such business entity, has violated t he Fe deral A ntitrust Laws or t he antit rust laws of this St ate with re gard t o the P roposal, and the Proposal has not been knowing ly disclosed, and will not be kn owingly discl osed, to any other Pro poser, competitor, or potential competitor prior to the opening of Proposals; and 5) No attempt has been or will be made to induce any other person or entity to submit or to not submit a Proposal.

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(b) Certification Regarding Ethics, Fair Competition, and Other Matters Vendor agrees and certifies to the following:
1) Vendor has, or ha s the abi lity to obtain, suc h financial and other reso urces, in cluding inven tories, as may be required to fulfill all the responsibilities associated with the Proposal; 2) Vendor has a high degree of integrity and business ethics, and a satisfactory record of performance; 3) Vendor is an a uthorized dealer, dist ributor, or manufacturer for the products or services off ered in the Proposal for each region or state Vendor proposes to serve in the Proposal; 4) Vendor has not been notified by any local, state, or federal agency with competent jurisdiction that its standing in any ma tters w hatsoever would preclude it from su bmitting i ts P roposal and Vendor would in no other way whatsoever be disqualif ied to propose or receive any award or Contract related to th is Proposal Invitation, and Vendor will comply with any reasonable req uest fr om the Cooperative to supply inform ation suff icient to substantiate the foregoing representations;
5) Vendor has provided its valid, proper and correct business entity name and information in its Proposal, that such entity is operating in good standing with the proper authority from whatever state or local jurisdiction is required, and Vendor has obtained, and will continue to maintain during the entire term of the Contract, all permits, approvals, or licenses necessary for lawful performance of its obligations under this Contract; 6) The pr ices, prom pt payment discount terms, de livery terms, distribution allowances and t he quality and/or performance (including warranti es) of the product or s ervices offered in the Proposal are and will remain the same or better than those offered Vendor’s similarly situated customers under similar circumstances, including those offered through other purchasing cooperatives;
7) All pricing offered in the Proposal is and will remain fair and rea sonable considering general market pricing for similar goods or serv ices. Vendor has not and will not seek to engage in price gouging or p rice manip ulation including, but not li mited to, submitting artificially low pricing in pricelists, catalogs, or other pricing submitte d with the Proposal or quotes to Cooperative memb ers in an attempt to secure a Contract or Purchase Order and subsequently attempting to increase such proposed pricing citing market pricing; 8) The products and services offered in the Proposa l repr esent the full and complete products and services Vendor seeks to p rovide if awarded a Contract. If awarded, e xcept as permitted by Section E.8 (Product Updates and Substitutions) of the Terms and Conditions, Vendor will be limited to awarded products and service s included in the Proposal and will not seek to sell non-awarded items using the Contract. 9) The Proposal complies with all federal, state, and local laws concerning these types of products or services, and Vendor will continue to comply with any applicable federal, state, and lo cal laws relat ed to Vendor’s activities in connection with the Contract;
10) Vendor will comply with any applicable prevailing wage rate r equirements under the federal Davis-Bacon or state or local law, including Chapter 2258 of the Texas Government Code; 11) Vendor will maintain, at Vendor’s expense, any insurance, includ ing without limitation such workers’ compensation insurance as may b e required by state or local law or po licy, necessary to p rotect the Cooperative and its m embers from all claims for b odily i njury, death, or p roperty damage that might a rise fr om t he performance by Vendor or its employees or its agents o f any service under t he Contract; however, the existence of such insurance does not relieve Vendor of full responsibility and liability f or damages, injury, death, or loss as described or as otherwise provided for by law; and
12) Any false statement contained in the Proposal is a material breach of contract which will void the Proposal or any resulting Contract, and subject Vendor to removal from all proposal lists, and possible criminal prosecution.

13. Proposal Signatures
Vendor must submit its P roposal in strict accordance with the Cooperative’s instructions, including having an officer duly authorized by Vendor execute the Proposal. B y sig ning, the signat ory warrants that he or she has read a nd agrees to the terms of the Proposal and is authorized to exe cute same as a legally binding act of Vendor. A facsimile or electronic signature will be deemed an original.

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14. No Reimbursement
Vendor understands and acknowledges the Cooperative will not reimburse or pay Vendor for any expenses Vendor incurs in preparing its Proposal or providing additional information required in connection with the Proposal.

C. Proposal Evaluation

1. General
A Proposal submitted in accordance with this Proposal Invitation will initially be considered for award; however, ini tial consideration of a P roposal will not constitute an assessment of it s meeting the necessary qualifications, and a Proposal may b e disqual ified a t any tim e during the evaluation process fo r fa ilure to meet any other terms or conditions contained anywhere else in this Proposal Invitation.

2. Best Value Criteria
The Cooperative evaluates Proposals on the basis of best value to Cooperative members. In evaluating Proposals and determining best value for all Cooperative members, the Cooperative will consider the following criteria:

Best Value Criteria Maximum Points
1 Price Competitiveness 45
2 Vendor Past Performance 15
3 Vendor Reputation for Goods and Services 15
4 Financial and Technical Resources 15
5 Capability of Servicing Cooperative Members 5
6 Any other relevant factor or requirement listed in this Proposal Invitation 5 TOTAL 100

The C ooperative’s evaluat ion may include Ve ndor’s respo nses to the forms and other attachments or information included with a Proposal or associated with this Proposal Invitation, including but not limited to Vendor’s responses to the Proposal Invitation Questionnaire , as well as any other inf ormation at its disposal deemed relevant by the Cooperative in its sole discretion . Only respo nsive Proposals will be e valuated. Failure to include al l re quired information may result in a Proposal being deemed non-responsive.

As a general matter, the Cooperative seeks to make competitive and indefinite quantity awards to Proposers that give the same or better d iscounts/pricing than they give their best governmental clients and can provide best value to Cooperative member s. Proposers should p rovide compe titive pricing that is the same or better tha n the pri cing provided their best governmen tal clients. Each Proposal is evaluated on its own merit and determined to be fair and reasonable, including by comparing the price/discounts that Vendor offers other governmental clients.

If this Proposal Invitation requires disc ount pricing, discount practices may be examined and ev aluated, in the Cooperative’s sole discretion, based on historical dat a, sales information, discounts granted to other governmental clients, and/or other market research techniques. The Cooperative may award Contracts to mul tiple Propos ers supplying comparable products or services, also known as a multiple award schedule, or award the Con tract to a single P roposer. The Cooperative’s dec ision t o make multiple awards or a single award will be based upon the Cooperative’s sole discretion regarding the type of award that provides best value to all Cooperative members.

In regar d to Vendor p ast performance, am ong other fa ctors, the Coopera tive may co nsider a Vendor’s breach of contractual obligation on any other active or prior Cooperative contract awarded to Vendor including, but not limited to, nonpayment of service fees by Vendor, its parent company or affiliates and/or Vendor’s failure to generate any minimum amount specified in a prior-awarded Cooperative contract.

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The Proposal Invitation may also require Proposers to provide certain information in the Proposal Forms for which the Cooperative does not evaluat e the Proposer’s responses as part of the award criteria set out in this Section C.2. The Cooperative requests such information because it may be relevant to federal, state or local procurement law or other requirements that apply to various Cooperative me mbers. (Cooperative members may also r equire and request Vendors pro vide additional certifications and inf ormation to meet the Cooperative m ember’s specific procurement requirements prior to making purchases under an awarded Contract.) This information, which will be made available to Cooperative members with respect to awarded Vendors, includes the following:

(a) Resident/Nonresident Certification;
(b) Vendor Employment Certification;
(c) Historically Underutilized Business Certification
(d) EDGAR Vendor Certification.

3. Cooperative Board Decision
The Cooperative reserves the right to waive any or all irregularities, formalit ies, or other technicalities and to be the sole and independent judge of quality and suitability of any products o r services offered. The Cooperative may accept or re ject a Proposal in its entirety or may reject any part of a Proposal without affecting th e rem ainder of t hat Proposal and may award individual items in this Proposal Invitation in any combination or in any way that provides best value to Cooperative members b ased on the criteria set out in section C.2 (Best Value Criteria) of these Terms and Conditions. The Coope rative may use a ll means and information at the collective disposal of the Cooperative , Cooperative Administrator, and Cooperative members to evaluate Proposals. The final decision as t o the best overall offer(s), including as to pricing and suitability of the proposed pro ducts or services to meet the needs of and provide best value to Cooperative members, rests solely with the Cooperative’s Board of Trustees.

The Board’s decision may be pro tested only in accordance with the Board’s protest procedure policy, which is available from the Cooperative Administrator upon written request. Pursuant to the Board’s protest procedure policy, a protest challeng ing t he terms, con ditions or form of notic e of this Proposal Invitatio n and ac companying documentation must be received by the Cooperative no later than 5:00 p.m. CST the fifth business day before the Proposal opening date, and a protest challenging an award decision, includi ng proposal evaluations, no later than 5:00 p.m. CST the fifth business day after the award is posted on the BuyBoard vendor website.

D. Contract Award

1. Notice of Award and Related Matters
A Proposal is an offer by Vendor to contract with the Cooperative and Cooperative members in accor dance with this Proposal Invitation, including without limitation the item specifications and these Terms and Conditions. A Proposal does not become a Contract unless and until the Proposal is accepted by the Cooperative through the issuance of a written Notice of A ward to a successful Proposer, whereupon the Contract becomes binding and enforceable. The Contract may then be utilized by a Cooperative me mber by the member issuing a Purchase Order for the a warded products or services. Vendor must honor all Purchase Orders issued by Cooperative members during the Contract term in accordance with these Terms and Conditions. The Cooperative may maintain Vendor’s contract documents in electronic format for the duration of the Contract term.

The Cooperat ive reserves t he right to allow awarded Vendors to add additional service regio ns, at the Awarded Pricing, to the Vendor’s Contract during the Contract term.

As provided f or in de tail in section E.11 ( BuyBoard V endor Information and Reporting of Cooperative Member Purchases), all Purchase Orders must be processed through the BuyBoard. All deliveries and financial trans actions related to the Purchase Order will occur directly b etween Vendor and the ordering Cooperative member. As provided for in detai l in section E.11(c) (Vendor Invoices) , Vendor must provide copies of Vendor Invoices for Cooperative member purchases to the Cooperative Administrator.

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2. Applicable Terms and Conditions; Ancillary Agreements By submitting a Propos al, Vendor specifically agrees tha t t hese Ter ms and Cond itions s hall apply , subject to any deviations p roperly s ubmitted by Proposer and approved by the Cooperative in accordance with section B.4 (Deviations from Item Specification s or General Terms and Co nditions). Following awar d, Vendor shall not seek to impose on a Cooperative member additional terms, conditions, or ancillary agreements that are inconsistent with, or intended to supersede, the Contract Terms and Conditions. Further, Cooperative members and Vendors do not have the authority to modify these Terms and Conditions.

However, nothing herein shall preve nt the Coop erative member and Vendor from nego tiating additional ancillary terms applicable to a specific purchase or pur chases, consistent with the requi rements of these Terms and Conditions, including but not limited to:

(a) Detailed product or service requirements for the specific Cooperative member purchase; (b) Product delivery times and requirements for the specific Cooperative member purchase; (c) Performance and/or payment bonds from Vendor as ma y be required by law or pol icy or deemed necessary or appropriate by the Cooperative member;
(d) Requirements for Vend or to carry and provide proof of insurance a s may be requi red by law or policy or as deemed necessary or appropriate by the Cooperative member; (e) Requirements for back ground checks at Vendor ’s expense on Vendor employees who will have direct contact with students or staff, or for other reasons;
(f) Other requirements applicable to the purchase as may be required by law, local policy, or deemed necessary or appropriate by the Cooperative member.

Any ancillary terms between a Cooperative member and Vendor must be in writing and signed by a representative of the Cooperative member with all necessary authority to accept the agreement and bind the Cooperative member. All risk of confirming proper authority shall lie with Vendor.

By submitting a Proposal, Vendor under stands and acknowledges that Coop erative member s are governmental entities, and any provision in any ancillary agreement which requires the Coop erative member to ind emnify or hold harmless Vendor, or any other provision not allowed by the laws applicable to the pu rchasing Cooperative member, shall be v oid a nd of no effect. Vendor further ackn owledges and agrees that, notwit hstanding anything in any ancillary agreement, including a product warranty, to the contrary, the laws applicable to such agreement shall be the laws of the state in which the Cooperative member is located. This provision supersedes any provision in any ancillary agreement to the contrary.

Any attempt by
Vendor to deviate fro m this section in Vendor’s Proposal shall be deemed re jected. F urther, a ny attempt by an awarded Vendor to impose terms and conditions on a Cooperative member that are inconsistent with the requirements of this section shall be an event of default under the Contract and subject to all remedies up to and including termination of Vendor’s Contract.

Nothing in any a ncillary agreement between a Cooperative member and Vendor shall affect the Terms and Conditions of the Contract as between the Cooperative and Vendor.

3. Piggyback Contract and Other Entity Clause
It is the Cooperative’s int ent that other governmental entities thro ughout the United States , as well a s the administrator’s nonprofit entity BuyBoard subscribers, have the opportunity to purchas e the go ods or se rvices awarded under the Contract at the same pricing and according to th ese Terms and Conditions, subject to applicable state law, through a piggy-back award or similar agreement. To the extent applicable, Vendor must offer and sell the awarded goods and services to such other organizations and entities in accordance with Vend or’s Proposal, including without limitation th e State Service Designa tion f orm and the Nat ional Purcha sing Cooperative Ve ndor Award Agreement.

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E. Contract Performance

1. Contract Term

(a) Term. The term of the Contract is for the initial term stated in this Proposal Invitation, which term begins on the date specified in the Notice of Award. Unless othe rwise stated in this Proposal Invitation , the C ontract may be renewed for tw o additional one-year terms as provided for in this section E.1. In the event the Contract term will expire before the Cooperative awards a successor con tract for the categ ories of awarded products or se rvices, the Contract may be extended beyond the expiration date on a month -to-month basis, or such other t erm as determined by the Cooperative, upon the agreement of the Cooperative and Vendor, provided tha t the Awarded Pricing does not increase during such extension. A reference to “Contract term” in these Terms and Conditions means the initial term and any renewal term.

(b) Survival. The Contract s hall gove rn the Vendor’s and the Cooperative member’s rights and obliga tions with respect to any Purchase Order issued during the Contract term and afterwards with respect to any Purchase Order or purchase bound by the Cooperative member for specified goods or services before the Contract award period ended.

This includes, but is not limited to, the Vendor ’s obligations to pay to the Cooperative all applicable service fees a s required by section E.12 (Service Fees) of these Terms and Conditions for such Purchase Orders.

(c) Renewals. Vendor has no right to or vest ed interest in a Contract renewal. The Cooperative will evaluate the Contract award prior to the expiration of the then current Contract term (initial or renewal) and reserves the right to not renew the C ontract based on fa ctors that may include, but are not limited to, th e annual amount of business, Vendor’s performance (including, but not limited t o, compliance with the Terms and Conditions), and the continued provision of best value to Cooperative member s. With respect to annual amount of business, Vendor must generate the minimum amount specified in the General Information document associated with this Proposal Invitation through the Contract, during both the initial and the first renewal term, or may n ot be offered a sec ond re newal term. A Vendor’s failure to generate this minimum amount may also be considered by the C ooperative as part of Vendor’s past performance e valuation on future proposal invitations. A renew al must be agreed to by the Cooperati ve and Vendor. Vendor must promptly, and before the start of the renewal term, notify the Cooperative in writing if Ven dor does not accept a renewa l offered by the Cooperat ive or Vendor will have been deemed to have accepted the renewal.

2. Prevailing
Wages, Bonding and Insurance Requirements
Vendor must comply with any applicable preva iling wa ge rate re quirements under the federal Davis-Bacon and/ or state or local law, including but not limited to Chapter 2258 of the Texas Government Code.

Vendor must provide any applicable performance and payment bonds as required by law, including but not limited to Chapter 2253 of the Texas Government Code, or as requested by a Cooperative member.

Vendor must main tain appropriate an d sufficient insurance, including without limitation su ch workers’ compensation insurance as may be required by state or local law or policy, necessary to protect Vendor and the Cooperative and its members from all claims for bodily inju ry, death, or prop erty damag e t hat mig ht arise from t he performance b y Vendor or its employees or agents of any service under the Contract; however, the existence of such in surance does not relieve Vendor of full respon sibility and liability for damages, injury, death, or lo ss as des cribed or as otherwise provided by law.

3. Awarded Items Only May Be Sold; Conformity to Item Specifications If awarded a Contract, Vendor may only offer under the Contract those products and services included in Vendor’s Proposal and award ed to Vendor by the Cooperative (“Awarded Items”). For awards based on catalogs or pricelists, Awarded Items shall include only those items within the specification category or categories awarded to Vendor that were included in the catalog(s) or pricelist(s) submitted with Vendor’s Proposal or as updated when and if permitted

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by section E.8 ( Product Updates and Substitutions). Any attempt by Vendor to sell items other than Awarded Items under the Contract shall be an event of default under the Contract.

Vendor warrants that the Awarded Items Vendor provides under the Contract will conform to the item specifications and other require ments of this Proposal In vitation (except to the extent and as spec ifically noted as deviations in Vendor’s Proposal), and will be free from all defects in material, workmanship and title. Vendor further warrants that (i) Vendor has obtained, and will continue to maintain during the entire term of the Contract, all permits, approvals, and/or licenses necessary for lawful performan ce of Vendor’s obligations un der the Contract; (ii) Vendor will comply with all applicable st ate, federa l and local laws, rules, and regulati ons i n re gard to Awarded Items , and (iii) all Awarded Items provided under the Contract meet all applicable legal standards and requirements, including OSHA standards and regulation s, and that any electrical items bear the appropriate listing from US, F MRC, NEMA, or UL Laboratories.

If Vendor provides a product that does not conform to an item specification, including delivering a product other than the specific brand and model of the product awarded, the ordering Cooperative member may reject the product when delivered and terminate the Purchase Order, at no cost or penalty to the member.

If Awarded Items include chemicals or other products that customarily require Material Sa fety Data Sheets (MSDS), Vendor must include the MSDS with the first shipment of the product to a Co operative member d uring the Contract term. Vendor mu st provide additional MSDSs to Cooperative members upon request, pro mptly and at no additional cost.

4. Awarded Pricing
Awarded pricing shall be based on the line item or unit pricing, discount off catalog or pricel ist, not-to-exceed hourly labor rates, or other pricing structure as set forth in the Proposal Invitation , submitted in Vendor’s Proposal , and approved by the Cooperative (“Awarded Pricing”). Except as provided in this section E.4 or otherwise in this Proposal Invitation, Vendor shall hold Awarded Pricing firm during the Contract term.

(a) Price Increases
Except as ex pressly permitted by the se Ter ms and Conditions, Vendor has no contractual right to make price increases during the Contract term . The Cooperative reserves the right to reject any or all price increases it deems not representing best value to Cooperative members.

1) Line Ite
m/Unit Pricing
Unless otherwise provided in the Proposal Invitation, for awards based on not-to-exceed line item or unit pricing, Vendor may submit updated pricing reflecting manufacturer or s imilar market-wide price in creases that occ ur during the Contract term to the Cooperative, subject to the following requirements:

(A) No price increases will be permitted or accepted between the time of Vendor ’s Proposal submission and Contract award.
(B) Unless otherwise provided in the Proposal I nvitation or approved by the Cooperative Administrator in writing, Vendor shall be required to keep the Awarded Pricing firm for the first year of the Contract Term ; thereafter, Vendor may submit updated pricing no more frequently than annually for each subsequent year of the Contract Term.
(C) Vendor must promptly provide all such supporting documentation, including manufacturer documentation, as the Cooperative, by and through the Cooperative Administrator, may require to support price increases; (D) Information on price increases m ust be pr ovided in such format as may reasonably be required by the Cooperative Administrator;
(E) All price increases must be supported by manufacturer price changes or similar market changes; and (F) Updated pricing must be limited to Awarded Items or the updated pricing may be rejected in its entirety.

The Cooperative may deem any attempt by Vendor to i ncluded non-awarded items in updated pricing as an attempt to sell non-awarded items which is an event of default under the Contract.

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2) Discount Off Catalog or Pricelist
For awards based on di scount off catalog o r pricelist, Vendor shall hold all awarded discount percentages firm during the Contract term. However, Vendor may submit updated pricelists or catalogs reflecting manufacturer or similar market-wide price in creases that occu r du ring the Contract term to t he C ooperative, su bject to t he following requirements:

(A) No catalog or priceli st price increases, including website -based catalogs or pricelists, will be permitted or accepted between the time of Vendor’s Proposal submission and Contract award; (B) Following Contract award, Vendor may submit updated pri celists or catalogs to the Bu yBoard no more frequently than 180 days from the date of Vendor’s last pricelist or catalog unless otherwise provided in the Proposal invitation or otherwise approved by the Cooperative Administrator in writing; (C) Vendor must promptly provide all such supporting documentation, including manufacturer documentation, as the Cooperative, by and through the Cooperative Administrator, may require to support price increases; (D) Pricelists or catalogs must be provided in such format as may reasonably be required by the Cooperative Administrator;
(E) All price increases must be supported by manufacturer price changes or similar market changes; and (F) Updated pricelists or catalogs must be limited to Awarded Items or the pricelist/catalog may be rej ected in its entirety. The Cooperative may deem any attempt by Vendor to include non -awarded items in updated pricelists/catalogs as an attempt to sell non-awarded items which is an event of default under the Contract.

3) Labor Rates
Unless otherwise provided in the Proposal Invit ation, for Awarded Pricing based on not to exceed hourly labor rates, V endor may not increase A warded Pricing during the Contra ct term unless cha nges to prevailing wage rates under state, local, or federal law applicable to t he work to be p erformed support higher rates. In suc h event, the Vendor must notify the Coop erative and, upon request, promptly provide such documentation as the Cooperative may require to support the requested labor rate increase . Unless required by law, no rate increas es will be permitted or accepted between the t ime of Vendor’s Proposal submission and Contract award. Following Contract award, Vendor may submit update d labor rate s no more f requently than 180 days from Vendors last hourly labor rate su bmission unless oth erwise provided in the Proposa l Invitation , otherwise a pproved by the Cooperative administrator in writing, or otherwise required by law.

For Awar
ded Pricing based on a coefficient to be applied to a unit price book, coefficients shall remain firm for the full Contract Term and are not subject to change.

(d) Price Decreases
Regardless of the pricing method specified, in the event Vendor decreases the price of awarded products or servic es below the Awarded Pricing for Vendor’s other customers in similar m arket circumstances, Vendor must offer such decreased pricing to Cooperative members under the Contract.

Further, Cooperative members may negoti ate with Vendor, through the Bu yBoard request for quotes (RFQ) f unction or otherwise, to obta in lower p rices for Awarded Items based on v olume or other factors. Nothing herein shall prohibit Vendor from offering pricing lower than the Awarded Pricing.

(e) Exceeding Awarded Pricing Prohibited
If it is determined th at a Vendor has so ld Awarded Items to Cooperative members through the Contract at a price higher than the applicable Awarded Pricing, Vendor shall be in default of its Contract and subject to all remedies up to and including termination.

(f) Service Fee Included in Awarded Pricing
Unless specified otherwise in this Proposal Invitation, the service fee due pursuant to se ction E.12 (Service Fee) of these Terms and Conditions is included in the Awarded Pricing.

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5. Packaging, Transportation, and Delivery
Unless otherwise provide d for in this Proposal Invitation, all tangible goods included in this Proposal Invitation must be packaged in contain ers that are new, approp riately designed for t he product, an d sturdy enough to protect the product during loading, transit, unloading, and storage, and be suitably packed to secure the lowe st transportation costs. Products for which palletizing is appro priate must be delivered on standard and industry acceptable pa llets for the products to be delivered in good, serviceable condition.

Vendor is responsib le for pa ying all freight, delivery, handling and other charges incurred in transporting and delivering products to a Cooperative member, and for the risk of loss until the product is delivered to and accepted by the Coope rative member. Freight, delivery, handling and other charges incurred in transporting and deliv ering products to a Cooperative m ember a re to be prepaid by Ve ndor. Vendor may collect the actual amount of such charges aft er delivery and acceptance , p rovided that the charges (a) are reasonable, ( b) were disclosed to th e Cooperative member, if requested, an d in all inst ances in which the char ges exceed ten percent (10%) of the total cost of the order, prior to shipmen t; (c) are itemized and shown separately on the m ember’s invoice; and (d) are supported by appropriate documentation submitted with the invoice.

Except for items that have hidden d efects or that do not meet specificatio ns, title and risk of loss to products pass to a Cooperative member upo n the member ’s actual receipt and acceptance of the product at the point and time of delivery. Unless otherwise noted in the Proposal (as a dev iation) o r t he Purchase Order, Vendor must d eliver or provide awarded produc ts or ser vices wi thin 10 business days aft er re ceipt of a Cooperative memb er’s P urchase Order. Vendor must immediately notify the Cooperative member ’s primary contact of any an ticipated or actual delay and document the notice in writing, and the member may extend the delivery time or cancel the order if the delay is unacceptable. If the Cooperative member has not received notice of the delay as required by this section, the member m ay, at it s discretion, return to Ve ndor any items received after the d ue date, at Vendo r’s expense and without liability or penalty to the member. When the needs of a Co operative member require immediate respons e, the right to pick up tangible goods, if part of this Proposal Invitation, on an “over the counter” basis must be available for the majority of the awarded tangible goods. In these circumstances, the Cooperative member’s personnel may pick up the product s at Vendor ’s warehouse location. Additionally, a Cooperative member may request emergency delivery, and Vendor must use its best efforts to comply with rush or emergency requests. If Vendor cannot fulfill the emergency delivery requirement, the member may procure the products or services from al ternative sources without penalty. Time is of the essence in Vendor’s performance of the Contract.

6. Pac
king Lists, Invoices and Payments

(a) Packing Lists, Vendor Invoices
Packing lists or other suitable shipping documen ts must accompany each shipment of tangible goods included in this Proposal Invitation and state: (a) Vendor’s name and address; (b) Cooperative member’s name and address or delivery location; (c) Coop erative member’s Purchase Order number; (d) descriptive information identifying the ite m(s) d elivered, including quantity, it em number, produ ct code, item description , and total numb er of containers; and ( e) co pies of all p roduct warrant ies for t he item(s) delivered. Vendor must submit separate invoices, in d uplicate, on each Purchase Order after each delivery. Invoices must (a) contain the i nformation stated above; ( b) separately it emize any t ransportation and delivery c harges, and incl ude associated documentation; (c) include a properly signed c opy of the de livery receipt; and (d) be m ailed directly to the ordering Cooperat ive member. Unless specified otherwise in this Propo sal Invita tion, th e service fee due pursuant to section E.12 (Service Fee) of thes e Terms and Conditions is included in the Awarded Pricing and must not be separately itemized in the invoice.

Vendor shall p rovide copies of Vendor Invoice s to the Cooperative in accordance with the req uirements of section E.11(c) (Vendor Invoices).

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(b) Payments
Payment by the Cooperative memb er is due aft er a Co operative member’s receipt and acceptance of ordered products or services and the documentation identifi ed above , including a comp lete and correct invoice , in accordance with the Texas Prompt Payment Act (Chapter 2251 of the T exas Government Code). A Cooperative member is not responsible for products delivered or invoiced without a valid purchase order number.

A Cooperative member’ s obligation to Vendor is p ayable only and sol ely from funds available for the purpose of the purchase. Lack of funds will render a Cooperative member’s Purchase Order null and voi d t o the extent funds are not available and a ny deliv ered but unpaid product will be returned to Vendor. Neither th e Cooperative nor TASB is liable or responsible for any paymen t owed Vendor by a Cooperative member under the Contract.

7 . Product Inspection, Testing, and Defective Items
Products supplied under the Contract must be delivered in the best possible condition, be cov ered by the product warranties provided by Ve ndor and/or t he product manufacturer to other customers, and are subject to ins pection, testing, and approval by the Coopera tive or a Cooperative member. Tests may be performed on samples taken from any regular shipment of the product. In the event a tested product fai ls to meet or exceed all requirement s of the item specifications or these Terms and Conditions, Vendor must pay the cost of the samples and/or the testing. Upon receipt of notification from the Coop erative or Cooperative member, Vendor must replace and, for tangible goo ds, pick up the defect ive product w ithin five business days or on the next service date, whic hever is sooner, witho ut charge for the replacement or d elivery. Additionally, the Cooper ative or member may dispose o f defective pr oducts that are not picked up and replaced by Vendor, without cost. Products damaged in shipment are considered defective for purposes of the fore going. Latent defects discovered after delivery and acceptance of any products may result in revocation of t he acceptance o f such products. The Cooperative or Cooperative m ember must have a ccess to Vendor’s place of business during normal business hours for the purpose of inspecting any awarded product.

8. Product Updates and Substitutions
Vendor’s Proposal must specify the products or services V endor propos es to provide under each ca tegory of the Proposal Invitation specifications. Vendor shall only be permitted to provide those products or services specified in the Proposal for the category or categories under which Vendor is awarded under the Contract. Except as provided in this section E.8, the Cooperative will not accept additions or substitutions to any of the product(s) listed in the Proposal after a Notice of Award has been issued.

(a) Update
d Catalogs
If a manufacturer catalog submitted with Vendor’s proposal is later u pdated with products within the same Pr oposal Invitation category or categories, including new products no t previously available in the awarded product category, Vendor may substitute the updated c atalog for the awarded product or catalog. Notwithstanding the for going, updated catalogs shall not be permitted to include any of the following:

1) Items that are outside the category or categories under which Vendor was awarded; 2) Items th at, in th e rea sonable discretion of the Cooperative, do not meet the intent of the awarded specification category;
3) Items that were available in the market at the time of the submission of Vendor’s Proposal which Vendor either elected not to include or neglected to include with Vendor’s Proposal; or 4) Products from man ufacturers or brands not specifically inc luded in Vendor’s Pro posal in the applicable specification category.

(b) Substitutes
If an awarded product or catalog of products is discontinued by the m anufacturer and the same manufacturer offers an e quivalent r eplacement product or catalog , Vendor may substitu te the repl acement product or catalog for the awarded product or catalog.

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Vendor shall submit all reasonable supporting documentation requested by the Cooperative Administrator regarding any catalog updat es or product or catalog substitutions . The Cooperati ve, by and through the Cooperative Administrator, r eserves the right t o reject, in its sole discretion, any c atalog upd ates or product or catalog substitutions.

9. Product and Service Guarantees and Warranties
Vendor shall extend su ch war ranties on Awarded Items , including the installation ther eof if such i nstallation is provided by Vendor, as are normally provided to other customers of Vendor. All services shall be performed in a good and workmanlike manner consistent with in dustry standards. Unless a deviation is submitted by the Vendor with its proposal and accepted by the Cooperative purs uant to section B.4 (Deviations from Item Specifications or General Terms and Con ditions) or unless a differ ent warranty is required by a Cooperative member Purchase Order or ancillary agreement, a minimum of a 90-day product or service guaranty or the manufacturer’s standard commercial warranty, whichever is greater, will apply to all awarded products and services. At a minimum, all product warranties must pro vide fo r replaceme nt of defec tive merc handise, parts , an d labor, and inclu de pick -up of the defective merchandise from the location specified by the Cooperative member and delivery of the replacement(s) to the same location. In addition, such warranty shal l include curing any defects in connection with any Vendor installation of the product at no additional cost to the member. The warranty period is effective from the date the Cooperative member accepts the product or the date the service is completed and acce pted by the Cooperative member . No waiver of implied warranties shall be effective unless explicitly approved by a Cooperative member in writing in accordance with section D.2 (Applicable Terms and Conditions; Ancillary Agreements).

Vendor shall respond to any reasonable requests for information from the Cooperative, the Cooperative Administrator, or a Cooperative member pertaining to concerns regarding public health or safety in relation to Awarded Items and provide such documentation as may be reasonably request ed. In the event of any product recalls affecting Awarded Items, Vendor shall notify the Cooperative Administrator and any Cooperative members who made purchases from Vendor for such recalled products in writing as soon as practicable of the recall and proposed action. At a minimum and without waiving any other requi rements un der the Contract, law, or Coo perative member Purchase Order or ancillary agreement, Vendor shall be required to take all action r equired by law or greater remedy as may b e offered by Vendor to other customers with re spect to recalled products, includin g but not li mited to, p rompt re placement and/or refunds.

10. Multiple D
istribution Centers, Single Point of Contact, and Designated Dealers If tangible goods are included as part of Vendor’s Awarded Items and Vendor delivers products out of more than one warehouse or distribution center, all warehouses or distribution centers involved in the distribution plan must carry or have timely a ccess to all Awarded Items and must be able to respond to orders in a timely manner. Except as expressly permitted in this Proposal Invitation, product substitutions are not allowed, and the involvement of multiple distribution centers does not alter any restriction against product substitution.

The Cooperative and Cooperative members will have one Vendor contact person for overall contract management relative to the Contract, even if Ven dor uses multiple distribution centers or designated dealers, and the Cooperative and its members will not be required to deal with multiple Vendor contacts for overall contract management.

If Vendor is a manufacturer that sells products through a dealer network, Vendor may request to designate a dealer or multiple dealers (“Designated Dealer” or “Designated Dealers”) to receive Cooperative member Purchase Orders on Vendor’s behalf by completing an d submitt ing to the Cooperative Administr ator the informati on required on the Manufacturer Dealer Designation form contained in the Proposal Invitation and, if requested, such other information as the Cooperative Administrator may reasonably require.

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performance of both Vendor and an y of Vendor’s D esignated Dealers unde r and in accordance with the Contract.

Vendor shall remain subject to all remedies for default thereunder , including, but not limited to suspe nsion and termination of Vendor’s Contract for nonpayment of service fees.

Further, V endor acknowledges and agrees that, i f Vendor opts to submit Designated Dealers under the Contract, Vendor is responsible for ensuri ng the accuracy , maintenance, and updating of the Designated Dealer information provided to the Coopera tive and ensuring and confirming such information has been received by the Coo perative Administrator in such form as t he Cooperative A dministrator may reasonably require. Vendor au thorizes the Cooperative Administrator, in its sole discretion, to list any Vendor Designated Dealers on the BuyBoard website and authorizes the Designated Dealer(s) to receive Purc hase Orde rs d irectly f rom Co operative members on behalf of Vendor. To the ex tent a Vendor with Designated Dealers receives a P urchase O rder dire ctly, it sh all be the responsibility of Vendor to appropriately process such Purchase Order in accordance with the Contra ct, including but not limited to timely forwarding such Purchase Order to a Designated Dealer for processing.

The Cooperative reserves the right, in its sole discretion, to refuse addition of, or request removal of, any Designated Dealer, and Vendor ag rees to immediately require such Designated Dealer to cease accepti ng Purchase Order s or otherwise acting on Vendor’s behalf under the Contract. Further, the Cooperative Administrator shall be authorized to remove or suspend any or all Designated Dealers from the BuyBoard at any time in its sole discretion.

11. BuyBoard Vendor Information and Reporting of Cooperative Member Purchases

(a) BuyBoard Website and Vendor Information
The awarded Contract will be posted on t he BuyBoard website as an onli ne marketplace. By submitting a Proposa l, Vendor consents to the posting of all Proposal and product informati on provided by Vendor including, but not limited to, Vendor’s Proposal, contact information, product catalogs , and product pricing on the BuyBoa rd website fo r Cooperative members. Vendor further authorizes the Cooperative, the Cooperative Administrator, and any third-party contractor providing services for the BuyBoard website to receive and relay such information to Cooperative members electronically, including via electronic punch out from the BuyBoard website.

Posting of Ven
dor information on the BuyBoard website or other relay of Vendor information by the C ooperative to Cooperative members shall be for the convenience of Cooperative members and Vendors only and shall not be deemed a contractual obligation or duty on the part of the Cooperative. Whether and when to post information to the BuyBoard website sha ll be in the sole discretion of the Cooperative. To the extent Vendor pricing or catalog information is posted on the BuyBoard website and Vendor subsequently subm its updated pricing or catalog information in accordance with sections E.4 or E.8 of the Ter ms and Conditions, a s applicable, the Cooperative Administrator shall have a reasonable time (which in no event shall be less than 10 business days, and may be long er depending on circumstances) to review th e infor mation and, if accepted in accordance with the Terms and Conditions, up date the information. Vendor shall continue to honor all prior pricing and ca talogs and shall not be permitted to sell products or serv ices to Cooperative members using updated pricing or catalog information until all required information has been received and updated by the Cooperative Administ rator. It is the responsibility of Vendor to timely provide all pricing and catalog information in the format required by the Cooperative Administrator and respond to requests for addition al information from the Cooperative Administrator to avoid delays in info rmation being updated. As provided in sections E.4 and E.8 of these Terms and Conditions, the Cooperative reserves the right to reject any or all price increases or catalog updates.

Neither the Cooperative nor the Cooperative Administrator shall be liable to any party for information provided by Vendor or for any errors in Vendor information p osted to the BuyBoard website or relayed to Cooperative members. Vendor shall be fully responsible and liable to the Coop erative, the Cooperative Administrator, and Cooperative members for all information provided by Vendor related to the Proposal Invitation, Contract and/or for posting on the BuyBoard website including, but not limited to, catalogs and pricelists. Vendor shall not upload, enter, or submit any information that may infringe the intellectual prop erty rights of any third party or that contains software viruses or any other cod e, files, o r p rograms that may damage or disrup t any sof tware,

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hardware, or equipment. To the exte nt Vendor discovers any error in information on the BuyBoa rd website, Vendor shall promptly advise th e Cooperative Administra tor in writing at [email protected]. Vendor shall also confirm the accuracy of all product and pricing informat ion in Purchase Orders prior to acceptance and promp tly notify the Cooperative member and Cooperative of any potential errors.

By submitting a Proposal, Vendor certifies that Ve ndor has read t he BuyBoard Technical Requirements contained in this Proposal Invitation and, if awarded a Contract, will comply with all requirements therein except as specifically indicated by Vendor in the Acknowledgement of BuyBoard Technical Requireme nts form. To the extent Vendor has acknowledged the ability to comply with the BuyBoard Technical Requirements, Vendor’s subsequent failure or refusal to comply shall be deemed an even t of default under t he Cont ract. To the extent V endor i s unable to meet the applicable BuyBoard Technical Requirements, Vendor acknowledges that, if awarded a Contract, information available on the Bu yBoard for Vendor ’s award ed p roducts or services may be more limited than other Ven dors, potentially placing Vendor a t a disad vantage and impacting the ability of C ooperative members to search, find, review , and purchase Vendor’s awarded products and services on the BuyBoard website.

The BuyBoard Tech nical Requirements may be updated from time to time, and Vendor agrees to use best efforts to comply, if able, with updated requirements.

In using the BuyBoard Website, Vendor agrees to comply with BuyBoard Terms and Conditions of Use and BuyBoard Privacy Policy (“ BuyBoard Web site Terms ”) which ar e available on the website and may be updated from time to time. The BuyBoard Website Terms supplement the Contract. In the event of any conflict between the Contract and the BuyBoard Website Terms, the Contract shall prevail.

(b) Purchase Order Reporting
A Cooperative member may make purchases from Vendor under the Contract by issuing a Purchase Order to procure Awarded Items. All Purchase Orders generated by or under the Contract must be pr ocessed through the BuyBoard. Except as expressly authorized in writ ing by the Cooperative Ad ministrator, neither Vendor nor any Vendor Designated Dealer is authorized to process a Purchase Order received directly from a Cooperative mem ber that has not been processed through the BuyBoard or prov ided to the Cooperative. To the extent Vendor or Vendor ’s Designated Dealer receives a Purch ase Orde r directly fro m a Cooperative member that Vendo r has reason to believe has not been received by the Coopera tive or processed through the BuyBoard, Vendor shall promptly provide a copy of the Purchase Order to the Cooperative Administrator.

A Vendor may request authorization to self-report Cooperative member purchases by completing the Vendor Request to Self-Report BuyBoard Purchases form included in the Proposal Invitation or such other form as may be required by the Cooperative Administrator. Any request must be submitted in writing and is subject to written appr oval by the Cooperative Administrator. To the extent that a Ve ndor is authorized in writing by the Coopera tive administrator to self-report Cooperative member purchases under the Contract, Vendor shall be require d to comply with all additional terms and conditions imposed by the Cooperative as part of such authorization.

The Cooperative may, from time to time , in its reasonable discretion, provide instructions and modify the procedures for reporting Purchase O rders under the C ontract by providing Vendo r at least 30 days advance writ ten notice .

Vendor acknowledges and agrees that notice provided via e lectronic mail to the Purchase Order co ntact designated by Vendor in Vendor ’s Pr oposal, or subsequently updated in writing, shall satisfy this requirement. Continued acceptance of Purchas e Orders and/or any Contract rene wal by Vendor shall constitute acceptance of any modified Purchase Order procedures.

The i ntent of the Co operative m ember to purchase through the Co operative Contract is pa ramount.

The method or timing of rep orting a Purchase Order to the Cooperative shall not alter the nature of the transaction as a Bu yBoard purchase or relieve Vendor of the obligation to pay the service fee on such purchase.

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Vendor and any Vendor Designated Dealer must maintain the computer and telephone hardware necessary to provide for the electronic receipt of Purchase Orders and pay such costs and fees as may be imposed by a supplier or service provider for the software, equipment and service required to use the BuyBoard.

(c) Vendor Invoices
To fur ther document and re port Cooperative member purchases under the C ontract, Vendor sha ll p rovide the Cooperative with copie s of Vendor Invoices for all Coo perative member purchases under the Contract. Vend or shall submit copies or reports of Vendor Invoices to [email protected] promptly upon generation of the invoice. Vendor shall ensure that the Contract number and member Purchase Order number is included with the Vendor Invoice.

In lieu of providing cop ies of individual Vendor Invoices, Vendor may provide monthly reports of Vendor Invoices to [email protected] no later than the 1 0th day of the month. The monthly Vendor Invoice reports shall include a list of all invoices billed by Vendor during the preceding month to Cooperat ive members for p urchases und er the Contract. Monthly Vendor Invoice reports shall include any and all info rmation reasonably required by and be in such format as may be reasonably required by the Cooperative Administrator. At a minimum, Vendor Invoice reports shall include the Coop erative m ember na me, Purchase Order number, gene ral description of the pur chase i ncluding Contract number and Contract category under which the purchase was made, and invoice amount.

Vendor agrees to cooperate, and to require any Vendor Designated Dealer(s) to cooperate, with the Cooperative to promptly provide such re asonable informa tion and documentation as the Coopera tive Administr ator may re quire regarding Purchase Orders received by Vendor and Vendor Invoices issued by Vendor under the Contract.

12. Service Fee
Vendor must pay the Coope rative t he service fee s pecified in this Proposal Invit ation and, unless th is Proposal Invitation provides otherwise, the service fee is included in the Awarded Pricing. Except as otherwise provided in t his section E.12, Vendor must remit th e service fee to the Cooperative in A ustin, Texas, within 30 days of t he date of each service fee invoice.

Service fees shall be dee med incurred on the date of Vendor’s receipt of payment for products or services by the Cooperative member. To the extent that a Vendor disputes any service f ee listed in a service fee invoice, including but not limited to assertions that the purchase on which the fee is based has yet to be delivered or paid (e.g. special orders), was canceled by the Cooperative member , or is a duplicate purchase o rder, th e Vendor must notify the Cooperative o f the dispu te in wr iting no lat er than the 9 0 th d ay after the original invoice date (“Disp ute
Period”) by returning a copy of the invoice or statement of outstand ing balances to the Cooperative Administrator with each disputed item marked and the basis for dispute provided. To the extent that the disputed service fees have been paid by Vendor, an y request for a refund must be provided to the Cooperative Administrator in writing, with supporting documentation, no later than the last day of the Dispute Period. Vendor agrees to cooper ate, and require any Vendor Designated Dealer(s) or billing agent to cooperate, with the Cooperative Administrator in attempting to reconcile a nd resolve dispute d fees and shall provide such reason able in formation and documenta tion a s the Cooperative Administrator may require to review the dispute d fees to t he satisf action of the Cooperative Administrator’s staff. Any service fees for which the Cooperative Administrator has not received a notice of dispute or request for refund within the Dispute Period as set forth herein shall be deemed conclus ively due and ow ing and no longer subject to dispute or claim for refund.

Unpaid service fees will be subject to collection in accordance with the Cooperative’s Board policy on vendor invoicing and collections, which is available from the Cooperative Administrator on request.

A Vendor may d esignate a billing age nt to receive Cooperative service f ee invoices on Vendor’s behal f. Such designation must be m ade in writing by an authoriz ed represen tative of Vendor and properly submitted to the Cooperative Administr ator in such f orm as the Cooper ative Administrator m ay reasonably require. However, in so doing, Vendor acknowledge s and agrees that such designation shall be for Vendor’s c onvenience only and Vendor

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shall remain responsible for all o bligations under the C ontract, including payment of service fees, and shall remain subject to all remedies for default in payment thereof.

Vendor agrees to provide the Cooperative with copies of all Purchase Orders generated by or under the Contract that are received directly from Cooperative members, Vendor Invoices, and/or such other document ation regarding those Purchase O rders as the Cooperative A dministrator may require in its reasonable discretion. Additionally, the Cooperative has the right, upon reasonable written n otice, to review V endor’s records pertaining to purchases under the Contract with Cooper ative mem bers to ver ify purchase history and the accuracy o f serv ice fees payable from Vendor.

13. Disclaimer of Warranty and Limitation of Liability

THE COOPERAT IVE AND TASB (BOTH D/B/A BUYBOA RD) DISCLAIM ANY AND ALL WARRANTIES, EX PRESS OR

IMPLIED, IN REGAR D T O THE AVA ILABILITY, ACCURACY, CONTENT OR ANY OTH ER ASP ECT OF AN Y

INFORMATION, PROD UCT, OR SERVICE FUR NISHED UNDER THE CONTRACT AWARD, I NCLUDING, WITHOUT

LIMITATION, ANY AND AL L IMPLIED WA RRANTIES OF MERCHANTABILITY OR FITNESS F OR A PARTICULAR PURPOSE. WITH RESPECT TO ANY AND ALL CAUSES OF ACTION ARISING UNDER OR RELATED TO THE CONTRACT,

NEITHER THE COOPERATIV E NOR TASB, NOR THEIR RESPECTI VE OFFICERS, BOARD MEM BERS, EMPLOYEES OR

AGENTS, IS LIABLE TO VENDOR UNDER ANY CIRCUMSTANCES FOR LOST REVENUE, DATA OR PROFITS, OR FOR

ANY INDIRECT, SP ECIAL, INCIDENTAL, CONSEQUENTIAL OR E XEMPLARY DAMAGES, EVEN IF THE COOP ERATIVE AND/OR TASB HAS BEEN ADVIS ED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT WAIVING A NY GOVERNMENTAL IMMUNITY PROVIDED B Y LAW , IN NO EVENT WILL THE COOPERATIVE AND/OR TASB’S TOTAL

JOINT LIABILIY TO VENDOR EXCEED THE AMOUNT OF THE SERVICE FEE PAID BY VENDOR DURING THE TWELVE MONTHS IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

Neither the Cooperative nor TASB is in any way liable to Vendor for a Cooperative member’s performance or nonperformance of the member’s obligations under the Contract or Purchase Order.

14. Sales Tax
Cooperative members are gov ernmental entities which are generally exempt by law from the payment of state sales tax and federal excise tax. Vendor may request a Cooperative member to pr ovide a tax exemption certificate, or the member may establish its tax-exempt status by including tax exemption information or tax exemption certificate with the Purchase Order as authorized under law. Vendor is responsible for c ollecting such taxes, if an y, as m ay be due from a Cooperative member and remitting payment to the appropriate taxing authority.

15. Use of B
uyBoard Logo and Trade Name
The BuyBoa rd trade name and lo go are pro prietary to TASB and ha ve b een specifically licensed by TASB to the Cooperative. Vendor may not use, display, or oth erwise distribute the BuyBoard l ogo or trade name except in strict accordance with the Cooperative’s written guidelines posted on the BuyBoard website.

16. Indemnification
Vendor agrees to de fend, indemnify, and hold harmless the Cooperative, TASB, and Cooperative members, and their officers, board members, agents an d employees, from and against all third-party claims, actions, suits, liability, liens, loss and damage of any character, type, or description, including without limitation all expenses of litigation, court costs and attorney’s fees, arising out of or related to (a) injury or death to any p erson or damage to any property related to the acts of Vendor or its agents, subc ontractors, or employees in the execution of or performance under the Contract or a Purchase Order, as applicable; and (b) Vendor’s negligence, misconduct, breach of contract or other failure to compl y with its obligations in the ex ecution or performance u nder the Cont ract or a Purch ase Order, as applicable.

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17. Intellectual Property Infringement by Vendor
Without limiting the scope of section E.16 (Indemnification) of these Terms and Condition, if any claim is asserted, or action or proceeding brought against the Cooperative, the Cooperative Administrator, or a Cooperative member that alleges that either (1) all or any part of the pro ducts or services supplied by Vendor, in the form supplied or modi fied by Vendor, or its subcontractors pursuant to Vendor’s sole directions, or (2) any information provided by Vendor or its designated dealers or agents to a Cooperative member, the Cooperative, or the Cooperative Administrator (including, but not limited to, information submitted by Vendor to the Cooperative or Cooperative Administrator for the BuyBoard website), infringes or misappropriates any United Stat es intellectual property, intangible asset, or other proprietary right, title or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or viol ates a ny other contract, license, grant, or other propr ietary rig ht of a ny third part y, the Cooperative, Cooperative Administrator , or Cooperative member upon it s awareness, shall give Ve ndor prompt writt en notice thereof. Vendor shall defend, and hold the Cooperative, the Cooperative Administrator, and the Cooperative member harmless against any such claim or action and shall indemnif y the Cooperative, the Coo perative Administrator, and Cooperative member against any liability, damages and costs resulting from such claim. In addition, if, in any such suit arising from such claim, the continued use of the product for the purpose intended is enjoined by any court of competent jurisdiction, unless otherwise agreed in writing by the Cooperative member, Vendor shall, at its expense and op tion, either (a) procure for the Cooperative member the right to continue using the product; (b) modify the product so that it becomes non-infringing; (c) replace the product or portions thereof so that it becomes non-infringing; or (d) allow the Cooperative member to return the produ ct or cancel the service and refund t he p urch ase pric e (less rea sonable depreciation for use, if applicable.)

18. Remedies for Default and Termination of Contract

(a) Default and Termination of Cooperative Contract
Except as otherwise provided for in t hese Terms and Conditions, either pa rty (Cooperative or Vendor ) may terminate the C ontract in whole or in pa rt in th e e vent of t he other party’s substantia l failure to ful fill it s obligations under the Contract through no fault of the terminating party; provided, however, that the d efaulting party is given at least 10 business days prior written notice o f the default and intent to terminate (delivered by certified mail, return receipt requested, or other method that similarly documents receipt), and, to the extent the default is capable of being cured, a 10 business day opportunity to remedy the defau lt to the satisfaction of the terminating party (or, in the eve nt of default based on Ven dor’s failure to tim ely remit the service fee due the Cooperative, such longer cure period as may be established by Cooperative policy.)

At the Cooperative’s option a nd in a ddition to an y other remedies it may hav e available, the Cooperative may terminate the Co ntract if Ven dor fail s to adhere to or violates a ny of the provisio ns of these Terms and Conditions, including the certifications. Without limiting the scope of the foregoing, one or more of the following constitute grounds for termination:

1) Materially misleading or false statement(s) in Vendor’s Proposal; 2) Delivery of product or services that fail to meet the item specifications; 3) Delivery of product or services that are defective or substandard or fail to pass product inspection; 4) Delivery of a product substitution, except as specifically authorized by the Contract; 5) Failure to meet required delivery schedules;
6) Failure to timely supply Awarded Items at the Awarded Pricing; 7) Failure to timely r emit any service fee due the Cooper ative under the Contract or any other BuyBoard contract with Vendor, its parent company, or affiliates; 8) Failure to provide, within a reasonable time and where req uired by the Contract, informatio n reasonably requested by the Coo perative or Cooperative Administrator including, but not limited to , inform ation requested under sections E.11 (BuyBoard Vendor I nformation and Reporting of Cooperative M ember Purchases) or E.12 (Service Fees) of these Terms and Conditions; 9) Processing a Purchase Order received directly from a Cooperative member, without prior written approval from the Cooperative Administrator;

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10) Providing architectural or engineering services under the Contract that must be procured pursuant to the Professional Services Procurement Act (Chapter 2254 of the Texas Government Code); 11) Selling non-awarded products or services under the Contract or any other BuyBoard contract; or 12) Vendor refusal, inability, or loss of ability to offer or pr ovide Awarded Items to Cooperative members in awarded regions or states unless caused by a Force Majeure event pursuant and subject to section E.19 (Force Majeure).

Notwithstanding any other provision of this section E.18, in the event of Ven dor’s default under or breach of any provision in the Contract, the Cooperative reserves the right t o enforce the performance of the Contract in any manner prescribed by law or deemed to be in the best interest of the Cooperative or necessary or appropriat e to protect or p rovide best v alue to Cooperative members. Without limiting the scope of the foregoi ng, the Cooperative, acting by or through the Cooperative Administrator , may t emporarily ina ctivate (suspen d) Vendor from the Bu yBoard website and as a Bu yBoard ve ndor, suspend or remove a ny Vendor Designa ted D ealer, or require removal of an Awarded Item with or without pr ior notice to Vendor, if th e Coop erative or Coope rative Administrator reasonably determines that that there has been a breach under the Contract or any other BuyB oard contract with Vendor , including but not limited to nonpayment of service fees, or that there is a potential policy, public health, or safety issue to warrant such action. The tempora ry inactivation may remain in effect pending further a ction or termination of t he Contract by the Cooperat ive. Vendor r emains liable for all obligatio ns and responsibilities incurred prior to and during any temporary inactivation and prior to termination, as applicable.

In the event th e Cooperative terminates the Contract, in whole or in part, the C ooperative reserves t he right to award the terminated Contract, or any portion thereof, to the next Proposer the Cooperative determines to provide best value to Co operative members. Additionally, th e Cooperative ma y sue for breach of contract and specific performance and, in addition to contract damages, recover attorneys’ fees and costs. Vendor shall be liable for any and all damages permitted by law, and any deviation submitted by Vendor in its Proposal seeking to limit Vendor’s liability to the Cooperative shall be deemed rejected.

The Cooper
ative will not be liable to Vendor for any damages (including, but not limited to, loss of profits or loss of business, or any special, consequential , exemplary, or incidental damages) resulting from t ermination ba sed on Vendor’s default or breach of contract.

If any delay or fai lure of p erformance is cause d by a F orce Majeure event as described in se ction E.19 (Force Majeure) of these Terms and Co nditions, t he Cooperative may, in its sole discretion, terminate the Co ntract in whole or part, provided s uch termination complies with the procedures set out abov e. Any Contract termination resulting from any cause other than a Force Majeure event will b e deemed a valid reason for the Cooperative not considering any future proposals from the defaulting Vendor.

In the event a Vendor’s Contract is t erminated under th is section E.18, Vendo r shal l remain respo nsible for payment of all service fees to the Cooperative for Awarded Items sold under the Contract to Cooperative members prior to such termination.

(b) Default and Termination of Cooperative Member Purchase A Cooperative member has no authorit y to t erminate the Contract at the Coo perative level for defa ult. A Cooperative member may terminate a Purchase Order or refuse to accept delive ry (1) as provided for in these Terms and Conditions , Cooperative member Purchase Order, or ancillary agreement, or (2) for Vendor’s material breach of a term or condition included in the Contract, a Cooperative member Purchase O rder, or ancillary agreement. Additionally, to the extent permitted by law, Cooperative members may sue for breach of contract and specific performance and, in addition to contract damages, recover attorneys’ fees and costs. Nothing herein shall limit the remedies available to a Cooperative member under applicable law.

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A Cooperative member will not be liable to Vendor for any damages (including, but not limited to, loss of profits or loss of business, or any special, conseq uential, exemplary, or in cidental dama ges) resulting from termination based on Vendor’s default or breach of contract.

19. Force Majeure
The term Force Majeure includes, but is not limited to, governm ental restraints or decrees, provided t hey affect all companies in Vendor’s industry equally and are not actions taken solely against Vendo r; acts of God (except natural phenomena, such as rain, wind , or flood, which are normally expected in the locale in w hich performance is to take place); wor k stoppages due to labor disputes o r s trikes; fires; ex plosions; epidemics or pandemi cs; riots; war; rebellion; or sabotage.

The Cooperative, Coo perative memb ers, and Vendor a re required to use due caution and preve ntive measu res to protect against the effects of Force Majeure, an d the burden of proving that Force Majeure has occurred rests on the party seeking relief under this section E.19. The claiming party must promptly notify the other party in writing, citing the details of the Force Majeure event, use due diligence to overc ome obstacles to performance created by the Force Majeure event, and resume performance immed iately after the obstacles have been removed, provided the Contract has not been terminated in the interim.

Delay or failure o f performance of the Contract or a Purchase Order caused solely by a Force M ajeure event will be excused for the period o f delay caused solely by the Force Majeure event, pr ovided the pa rty claimin g the event promptly notifies the other party in writing. Neither party shall have any claim for damages against the other resulting from delays caused solely by Force Majeure. The Cooperative will not be responsible for any cos t incurred by Vendor because of a Force Majeure event. A Cooperative member will not be responsible for any cost incurred b y Vendor because of the Force Majeure event unless an authorized representative of the Cooperative member has requested, in writing, that Vendor incur such cost in connection with any delay or work stoppage caused by the Force Majeure event.

Notwithstanding any other provision of this section E .19, in the event Vendor’s performance of its obligation s under the Contract is delayed or st opped by a Force Majeure event, the Cooperative may, at i ts sole option, terminate the Contract in accordance with section E.18 (Remedies f or Defa ult and Termination of Contr act) of these Terms and Conditions. This section E.19 does not limit or otherwise modify any of the Cooperative’s rights as provided elsewhere in the Contract.

F. Miscella
neous

1. Assignment
Vendor may not sell, assign, transfer, convey or subcontract any responsibility or obligation created by the Contract in regard to the Cooperative without the Co operative’s prior written consent. A Vendor wishing to assign, transfe r, or convey all or any portion of an awarded Contract shall submit a written request to the Cooperative, preferably at least 60 days before the projected effective date of the assignmen t a nd promptly provide such information as the Cooperative may require to process and consider the request.

Approval or denial of an assignment request shall be within the sole discretion of the Cooperative, and a vendor not awarded a Contract throu gh the Propos al Invitation process has no right or vested interes t to assignment of an awarded Contract. In determining whether to consent, the Cooperative may consider any relevant factors, including whether the party to which the sale, assignment, transfer, conveyance or subcontract is proposed is bound to and will honor all obligation s and re sponsibilities imposed on Vendor under the Contract, including Awarded Pricing, and the best interest of and valu e to Coop erative members. Vendor’s attempted s ale, assignment, transfer, conveyance or subcontracting of any part of the Contract except in compliance with this section F.1 is void and ineffective.

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Terms & Conditions COMM/SVCS. V.03.01.2021
If Vendo r ceases distribution of an Awarded Item for any rea son during t he Contract te rm, including cea sing distribution in one or more regions or states designated by Vend or in its Texas Regional Service Designat ion or State Service Designation forms, and the Cooperati ve determines that continued availability of t he product provides best value to Cooperative members, the Cooperative reserves the r ight to place the manufacturer of such product on the BuyBoard f or t he remainder of the Contract term for any or all regions or state s in which Vendor has ceased distribution, in which event Vendor’s Contract for such product will be deemed assigned to the product manufacturer.

2. Notices
Unless otherwise provided for in this Proposal Invitation, any written notice or other comm unication required by the Contract or by law will be conclusively deemed to have been given and received on the third business da y after such written notice h as been d eposited in the U. S. Mail, properly addressed, and with s ufficient postage affixed thereto, provided that actual notice may also be given via electronic mail or in any other manner used in commerce.

If the co nclusion of any time period provide d for in these Terms and Conditions f alls on a weekend or a federal holiday, the conclusion of such time period shall be deemed to be extended until the next business d ay. Otherwise, references to t ime periods measured b y days shall mean cal endar days unle ss business days are specifically designated.

3. Equal Employment Opportunity (EEO) Disclosures
Vendor agrees to abide by all applicab le laws, regulations, a nd e xecutive orders pert aining to equal emp loyment opportunity, including federal laws and the laws of the state in which Vendor’s primary place of business is located. In accordance with such laws, regulations and executive orders, Vendor agrees that no person in the United States shall, on the grounds of race, color, religion, national origin, sex, age , veteran status, disability or genetic in formation, be excluded f rom employ ment with or parti cipation in, be denied the benefits of, or be otherwi se subjec ted to discrimination un der a ny p rogram or activity performed by Vendor un der the Contract. Upon req uest, Vend or will furnish information regarding its nondiscriminatory hiring and promotion policies.

4. Applicab
le Law, Venue and Dispute Resolution
The Contract is governed by and will be construed according to the laws of the State of Texas, including the Uniform Commercial Code (UCC) as adopted in the State of Texas as effective and in force on the date of the Contract. Venue for any litigation concerning the Cooperative or TASB lies in Austin, Travis County, Texas, and venue for any litigation between a Cooperative member and Vendor arisi ng under the Contract lies in the home county of the mem ber. The parties have the mutual affirmative duty to attempt to resolve any disputes that arise under the Contract in good faith at the least possible expense prior to the initiation of any type of judicial or administrative proceeding.

5. Waiver
No claim or right arising out of a bre ach of t he Contract can be d ischarged in whole or part by a w aiver or renunciation of the claim or right unle ss the waiver or renunciatio n is supported by consideration and is in writing signed by the aggrieved party. A party’s failure to require strict performance of any provision of the Contract does not waive or diminish that party’s right thereafter to demand strict compliance with that or any other provision.

6. Interpretation – Parol Evidence
This writing is in tended by the parties as a final expressio n of the ir a greement and a complete an d exc lusive statement of the terms of their agreement. No course of prior dealing between the parties and no usage of the trade is relev ant to supplement or explain a ny terms u sed in the Contract. Acceptance or acqui escence in a course of performance rendered under the Contract is not relevant to a nd does not deter mine the mea ning of the Contract even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection.

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Terms & Conditions COMM/SVCS. V.03.01.2021

7. Right to Assurance
Whenever the Cooperat ive in go od fa ith has reason to qu estion V endor’s in tent to perform, the Cooperat ive may demand that Vendor g ive writte n assurance of its intent to perform. In the event that a demand i s made and no assurance is given within five (5) da ys, the Cooperative may treat the failure as a n anticipatory repudiation of the Contract.

8. Non-Appropriations Clause
Texas law prohibits the obligation and expenditure of public funds beyond the fiscal year for which a budget has been approved. A Cooperative member that is a governmental entity (a) reserves the right to rescind a multi-year purchase order or other agreement to purchase products or services under the Contract at the end of the member’s fiscal year if it is determined that funding is not available to extend the agreement; and (b) will use its best efforts to attempt to obtain and appropriate funds for payment.

9. Invalid Term or Condition
If any term or co ndition of the Contract is held invalid or unenforceable, the remainder of the C ontract will not be affected and will be valid and enforceable.

10. Remedies Cumulative
The remedies available to the Cooperative, a Cooperativ e member, or Vendor under this Contract are in addition to any other remedies that may be available under law or in equity.

11. Signatures
Except as otherwise specifically required in these Terms and Conditions, all notices, requests, am endments and other written docume ntation requ ired or autho rized under the Contract may be pr ovided electronically or as an imaged document, and an electronic or facsimile signature shall be deemed an original.

12. Right of Setoff
Any indebtedness or ob ligation owed by Vend or or V endor’s affiliates to the Co operative may be appropriated and applied by the Cooperative at any time, a nd from time to time, on any indebtedness or other obligation owed by the Cooperative to Vendor or Vendor’s affili ates, wheth er s uch indebtedness or othe r o bligations a re no w existing or hereafter arise, and whether u nder the Contract or ot herwise. It is f urther understood and agreed that th is right of setoff is in addit ion to, and not in lieu of, any other right, re medy or rec ourse which is availab le to t he Cooperative either at law or equity, and that failure to exercise such right of setoff in any instance shall not constitute a waiver of such right.

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12007 Research Boulevard · Austin, Texas 78759-2439 · PH: 800-695-2919 · buyboard.com

BUYBOARD TECHNICAL REQUIREMENTS V.11.15.2021

APPENDIX I

BUYBOARD TECHNICAL REQUIREMENTS

The following are the BuyBoard Technical Requirements, current as of the date indicated at the bo ttom of this document.

Technical Requirements and Instructions for Vendor Logo Files

Vendor logo files submitted for inclusion on the BuyBoard website must be provided in one of the following formats:

Preferred:
 Minimum longest dimension (width or height): 384 pixels  Image type: PNG
Other acceptable formats:
 Minimum longest dimension (width or height): 192 pixels  Image type: JPG, JPEG, WebP

Technical Requirements and Instructions for Vendor Product Details

Following Contract award, Awarded Vendors for commodity items will be expected to promptly provide product details for awarded products in an electronic Excel spreadsheet in the format listed below. (A spreadsheet template will be provided to Vendors after Contract award.)

File Name
Format:
<VendorName>_<ContractNumber>_<YYYYMMDD>.xlsx (eg. TASB_123-45_20200720.xlsx)

Field Name Required? Description

Type Character
Limit

Product
Name Required
The product name.

Should be unique to each product. Do not list a
product category.

Text 255

Product
Description Required
Product description as might appear in a catalog.

Can include specifications, annotations, etc.

Do not include:
-Bullet points
-HTML
Text No limit

Manufacturer
Name
Strongly
recommended
Name of product manufacturer (or "brand").

If none available, blanks are acceptable, but this
information is strongly recommended. The more
data you can provide about your product, the
better.

Text 125

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BUYBOARD TECHNICAL REQUIREMENTS V.11.15.2021
Manufacturer
Product
Number
Strongly
recommended
Manufacturers product or part number.

If none available, blanks are acceptable, but this
information is strongly recommended. The more
data you can provide about your product, the
better.

Text 50

Vendor
Product
Number
Required
Your product number or SKU.

Can be the same as ManufacturerProductNumber if
you do not use a separate number or SKU (if you
are the manufacturer, or use the same number as
the manufacturer).

Text 50

UOM Required
Measurement that represents a single unit of this
product relative to price (eg. EA "each", PK "pack",
CS "case", etc).

Can be in abbreviated format (ex. EA) or full word
format (ex. Each).

This should not be a numeric value.

Text 10

Vendor
Image Url
Strongly
recommended
A link to an individual product image. If none
exists, leave blank. Link should begin with https://.

Do not provide:
-A link to the home page of your website
-A link to a product page or another section of your
website

If none available, blanks are ok, but strongly
recommended to have this information. Product
images help sell your product!
Text 1000

List Price Required
Price per unit of product without BuyBoard
discount.Cannot be left blank. DO NOT LIST "Call
for Price" or "Price Varies". Must be a
numeric value.

Numeric (no
currency
symbols or
formatting,
should be
rounded to
2 decimal
places)
N/A

Discount
Percent
OR
One or the
other
required*
The percentage discount off of List Price, per the
Contract.

Percentage-
one decimal
place max
N/A

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12007 Research Boulevard · Austin, Texas 78759-2439 · PH: 800-695-2919 · buyboard.com

BUYBOARD TECHNICAL REQUIREMENTS V.11.15.2021
Discount
Price
*You are
only required
to provide
either
Discount
Percent OR
Discount
Price. You
may provide
both if you
wish, but at
least one
must be
provided.

Price per unit of product with BuyBoard discount
applied.

DO NOT LIST "Call for Price" or "Price
Varies". Must be a numeric value.

Numeric (no
currency
symbols or
formatting,
should be
rounded to
2 decimal
places)
N/A

Vendor Page
Url Optional
A link to an online catalog listing for this product (if available). This is for future use.

Do not provide:
-A link to the home page of your website
Text 1000

Vendor
Thumnail
Image Url
Optional A link to a catalog product thumbnail image (if available). Text 1000

Vendor
Category Optional
Your categorization for this product. If this product
is nested within categories, please delimit between
categories. This information is for future use.

Text 1000

UNSPSC
Code Optional (https://www.unspsc.org/) if available. Numeric N/A

Extended
Attributes Optional
This field is reserved for any additional information
which should be used for search indexing for this
line item. It could include information on options,
colors, sizes, informative notifications, etc.

Text No limit

*Products must be unique. Duplicate products will not be accepted. To make a product unique, it must have one of the following:
1- A unique Vendor Product Number
2- A unique Vendor Product Number + UOM combination
DESIRED RESULT:

Product A - 1234567 - EA (different vendor product numbers) Product B - 1234568 - EA
-OR-
Product A - 1234567 - EA (same vendor product number, different UOM) Product B - 1234567 - PK

WRONG:

Product A - 1234567 - EA
Product B - 1234567 - EA

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12007 Research Boulevard · Austin, Texas 78759-2439 · PH: 800-695-2919 · buyboard.com

ADDITIONAL T&CS SELF-REPORT V.03.01.2021

APPENDIX II

ADDITIONAL TERMS AND CONDITIONS FOR BUYBOARD SELF-REPORTING

The following additional terms and conditions shall apply t o any approved Vendor Request to Self -Report BuyBoard Purchases:

1. BuyBoard Contracts Subject to Self -Reporting. Authorization to self-report shall apply only to a Contract awarded under this Proposal Invitation. To the extent Vendor is awarded on another BuyBoard contract or contracts, separate authorization to self-report for such other contract(s) is required.

2. Monthly Vendor Reports. Vendor shall submit reports of Cooperative member purchases monthly to the Cooperative Administrator (“Monthly Vendor Reports”). All Monthly Vendor Reports shall be provided to BuyBoard at [email protected] n o later than the 10 th day of the month. The Monthly Vendor Reports shall include a list of all purchase orders completed and invoiced by Vendor during the preceding month for BuyBoard members. Monthly Vendor Reports shall include any and all information reasonably required by, and in such format as may be reasonably required by, the BuyBoard Administrator from ti me to time. At a minimum, Monthly Vendor Reports shall include:

i. BuyBoard member name;
ii. Purchase Order amount;
iii. Purchase Order number;
iv. Date Purchase Order submitted to vendor;
v. Date purchase executed / completed / delivered;
vi. List of any Purchase Orders on prior Monthly Vendor Report(s) subsequently canceled; vii. General description of purchase, including Vendor’s awarded BuyBoard contract number and category or categories under which the purchase was made; and viii. Final purchase amount total (as invoiced to BuyBoard member); ix. Invoice Date.

3. Reconciling Self -Reported Information and Discrepancies. BuyBoard may, in its sole discretion, periodically send information to Cooperative members listing all purchases self -reported by Vendor for t he Cooperative member and/or request repo rts from Cooperative members containing purchase order data. If discrepancies are noted or reported by the Cooperative member as a result of such report or otherwise, Vendor agrees to promptly respond and cooperate with the Cooperative and/or Cooperative members to reconcile and correct any discrepancies. Vendor further agrees to promptly respond to requests and comply with any reasonable request for information and documentation by the Cooperative or a Cooperative member to assist in such reconciliation.

4. Vendor Accounts. Recognizing that Cooperative members seeking best value may wish to compare pricing from multiple cooperatives when considering individual purchases, the Cooperative expects Vendor to honor any request by a Cooperative member to make a purchase through the Contract and expects that Vendor will not seek to limit or inhibit a Cooperative member from making individual purchases through the purchasing cooperative of its choice, regardless of the Cooperative member establishing an account with Vendor designating BuyBoard as its cooperative.

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ADDITIONAL T&CS SELF-REPORT V.03.01.2021

5. Vendor Obligation Comply with BuyBoard Contract. Nothing in an a uthorization to self -report shall be deemed to waive any of Vendor’s obligations under the General Terms and Conditions of the Contract, including but not limited to Vendor’s obligations to honor Cooperative member Purchase Orders and pay all service fees on such Purchase Orders. Nothing shall require Cooperative members to utilize Vendor’s self -reporting option to make purchases under the Contract. Vendor shall process all Purchase Orders, including any Purchase Orders received directly through the BuyBoard.

6. Amendment. These Additional Terms and Conditions for BuyBoard Self-Reporting are subject to amendment by the Cooperative at any time in its sole discretion. BuyBoard shall provide written notice to Vendor of any amendment, and the amendment shall be effective thirty (30) days after the date of the written notice.

7. Termination of Self-Report Authorization. The Cooperative may terminate any authorization for Vendor to self-report at any time for any reason, in its sole discretion. Notice of termination, including the effective date of the termination, shall be provided to Vend or in writing. If Vendor at any time wishes to cease self -reporting BuyBoard member purchases, including after receipt of amended self-reporting terms or conditions as provided herein, Vendor shall provide the Cooperative with at least thirty (30) days prior written notice of its request to revoke, listi ng the e ffective date of such revocation in the notice. Any termination or revocation of an authorization to self -report shall pertain to Vendor self -reporting only and shall not affect an awarded Vendor’s underlying BuyBoard contract.

8. BuyBoard Contract Terms and Conditions. Self-reporting is subject to the General Terms and Conditions of the Contract. Unless otherwise indicated, all capitalized terms used herein shall have the same meaning as set forth in the General Terms and Conditions of the Contract.

9. Assignment. An authorization to self-report is specific to Vendor and not subject to assignment. In the event a Vendor’s awarded Contract is subsequently assigned to another vendor where permitted by the Contract , the Contract assignee must submit its own Vendor Request to Self-Report BuyBoard Purchases and receive approval of such request by the BuyBoard Administrator.

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Axon Enterprise, Inc.’s TASER
Energy Weapon Agreement

Title: Axon Enterprise, Inc.’s TASER Energy Weapon Agreement Page 1 of 15 Department: Legal
Version: 1.0
Release Date: 3/2/2023
This TASER Energy Weapon Agreement (“Agreement”) applies to Agency’s TASER 7 or TASER 10 purchase from Axon Enterprise, Inc. (“Axon”). Agency will receive TASER 7 or TASER 10 Conducted Energy Weapon (“CEW”) hardware, accessories, warranty, and services documented in the attached Quote Appendix (“Quote”).

1. Term. The start date is based on the initial shipment of TASER 7 or TASER 10 hardware (“Start Date”). If shipped in the first half of the month, the Start Date is the 1st of the following month. If shipped in the last half of the month, the Start Date is the 15th of the following month. The TASER 7 OR TASER 10 term will end upon completion of the associated TASER 7 or TASER 10 subscription in the Quote (“Term”). If the Quote has multiple TASER 7 or TASER 10 ship dates, each shipment will have a 60-month term, starting on the shipment of TASER 7 or TASER 10 as described above.

2. Payment. Axon invoices upon shipment, or on the date specified within the invoicing plan in the Quote.

Payment is due net 30 days from the invoice date. Payment obligations are non -cancelable. Unless otherwise prohibited by law, Agency will pay interest on all pa st-due sums at the lower of one -and-a-half percent (1.5%) per month or the highest rate allowed by law. Agency will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Agency is responsible for collection and attorneys’ fees.

3. Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides Axon a valid tax exemption certificate.

4. Shipping. Axon may make partial shipments and ship any hardware provided by Axon under this Agreement (“Axon Devices”) from multiple locations. All shipments are EXW (Incoterms 2020) via common carrier. Title and risk of loss pass to Agency upon Axon’s delivery to the common carrier. Agency is responsible for any shipping charges in the Quote.

5. Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law.

6. Warranty.

6.1. Limited Warranty; Disclaimer. Axon warrants that Axon-manufactured Devices are free from defects in workmanship and materials for 1 year from the date of Agency’s receipt, except Signal Sidearm and Axon-manufactured accessories, which Axon warrants for 30 months and 90 days, respectively, from the date of Agency’s receipt. Used conducted energy weapon (“CEW”) cartridges are deemed to have operated properly. Extended warranties run from the expiration of the 1 -year hardware warranty through the extended warranty term. All software and Axon Cloud Services are provided "AS IS," without any warranty of any ki nd, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non -infringement.

Axon Devices, software, and services that are not manufactured, published or performed by Axon (“Third-Party Products”) are not covered by Axon’s warranty and are only subject to the warranties of the third-party provider or manufacturer.

6.2. Claims. If Axon receives a valid warranty claim for an Axon-manufactured Device during the warranty term, Axon’s sole responsibility is to repair or replace the Axon -manufactured Device with the same or like Axon -manufactured Device, at Axon’s option. A replacement Axon -manufactured Device will be new or like new. Axon will warrant the replacement Axon-manufactured Device for the longer of (a) the remaining warranty of the original Axon Manufactured Device or (b) 90-days from the date of repair or replacement.

6.2.1. If Agency exchanges a device or part, the replacement item becomes Agency’s property, and the replaced item becomes Axon’s property. Before delivering an Axon-manufactured Device for service, Agency must upload Axon -manufactured Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon -manufactured Device sent to Axon for service.

6.3. Spare Axon Devices. At Axon's reasonable discretion, Axon may provide Agency a predetermined number of spare Axon Devices as detailed in the Quote (“Spare Axon Devices”). Spare Axon Devices are intended to replace broken or non -functioning units while Agency submits the broken or non -

Axon Enterprise, Inc.’s TASER
Energy Weapon Agreement

Title: Axon Enterprise, Inc.’s TASER Energy Weapon Agreement Page 2 of 15 Department: Legal
Version: 1.0
Release Date: 3/2/2023
functioning units, through Axon’s warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Agency in accordance with shipping terms under Section 5. Axon assumes no liability or obligation in the event Agency does not utilize Spare Axon Devices for the intended purpose.

6.4. Limitations. Axon’s warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d) force majeur e; (e) Axon Devices repaired or modified by persons other than Axon without Axon’s written permission; or (f) Axon Devices with a defaced or removed serial number. Axon’s warranty will be void if Agency resells Axon Devices.

6.4.1. To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limite d to the duration of the warranty described above and by the provisions in this Agreement.

6.4.2. Axon’s cumulative liability to any Party for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Axon Device or Service will not exceed the purchase price paid to Axon for the Axon Device, or if for Services, the amount paid for such Services over the 12 months preceding the claim. Neither Party will be liable for direct, special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory.

6.5. Online Support Platforms . Use of Axon's online support platforms (e.g., Axon Academy and MyAxon) is governed by the Ax on Online Support Platforms Terms of Use Appendix available at www.axon.com/sales-terms-and-conditions.

6.6. Third-Party Software and Services. Use of software or services other than those provided by Axon is governed by the terms, if any, entered into between Agency and the respective third-party provider, including, without limitation, the terms applicable to such software or services located at www.axon.com/sales-terms-and-conditions, if any.

6.7. Axon Aid. Upon mutual agreement between Axon and Agency, Axon may provide certain products and services to Agency, as a charitable donation under the Axon Aid program. In such event, Agency expressly waives and releases any and all claims, now known or hereafter known, against Axon, and its officers, directors, employees, agents, contractors, affiliates, successors, and assigns (collectively, "Releasees"), including but not limited to, on account of injury, death, property damage, or loss of data, arising out of or attributable to the Axon Aid program whether arising out of the negligence of Axon or any Releasees or otherwise. Agency agrees not to make or bring any such claim against Axon or any other Releasee, and forever release and discharge Axon and all other Releasees from liability under such claims. Agency expressl y allows Axon to publicly announce its participation in Axon Aid and use its name in marketing materials. Axon may terminate the Axon Aid program without cause immediately upon notice to the Agency.

7. Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings.

8. Design Changes. Axon may make design changes to any Axon Device or Service without notifying Agency or making the same change to Axon Devices and Services previously purchased by Agency.

9. Bundled Offerings . Some offerings in bundled offerings may not be generally available at the time of Agency’s purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Agency’s election not to utilize any portion of an Axon bundle.

10. Insurance. Axon will maintain General Liability, Workers’ Compensation, and Automobile Liability insurance.

Upon request, Axon will supply certificates of insurance.

11. IP Rights. Axon owns and reserves all right, title, and interest in Axon-manufactured Devices and Services and suggestions to Axon, including all related intellectual property rights. Agency will not cause any Axon proprietary rights to be violated.

12. Agency Responsibilities. Agency is responsible fo r (a) Agency’s use of Axon Devices; (b) breach of this

Axon Enterprise, Inc.’s TASER
Energy Weapon Agreement

Title: Axon Enterprise, Inc.’s TASER Energy Weapon Agreement Page 3 of 15 Department: Legal
Version: 1.0
Release Date: 3/2/2023
Agreement or violation of applicable law by Agency or an Agency end user; (c) a dispute between Agency and a third-party over Agency’s use of Axon Devices; (d) to ensure Axon Devices are destroyed and disposed of securely and sustainably at Agency’s cost; and (e) any regulatory violations or fines, as a result of improper destruction or disposal of Axon Devices.

13. Termination.

13.1. For Breach. A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 30 days. If Agency terminates this Agreement due to Axon’s uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination.

13.2. By Agency. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Agency may terminate this Agreement. Agency will deliver notice of termination under this section as soon as reasonably practicable.

13.3. Effect of Termination. Upon termination of this Agreement, Agency rights immediately terminate.

Agency remains responsible for all fees incurred before the effective date of termination. If Agency purchases Axon Devices for less tha n the manufacturer’s suggested retail price (“ MSRP”) and this Agreement terminates before the end of the Term, Axon will invoice Agency the difference between the MSRP for Axon Devices received, including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non -appropriation, Agency may return Axon Devices to Axon within 30 days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual components.

14. General.

14.1. Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party’s reasonable control.

14.2. Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

14.3. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

14.4. Non-Discrimination. Neither Party nor its employees will discriminate against any person based on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law.

14.5. Export Compliance. Each Party will comply with all import and export control laws and regulations.

14.6. Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right.

14.7. Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect.

14.8. Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, and Agency Responsibilities.

14.9. Governing Law. The laws of the state where Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

14.10. Notices. All notices must be in English. Notices posted on Agency’s Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Notices to Agency shall be provided to the address on file with Axon. Notices to Axon shall be provided to Axon Enterprise, Inc. Attn: Legal, 17800 North 85th Street, Scottsdale, Arizona 85255 with a copy to [email protected].

18.12 Entire Agreement. This Agreement, including the Appendices and any SOW(s), represents the entire

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agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agree ment. This Agreement may only be modified or amended in a writing signed by the Parties.

Each representative identified below declares they have been expressly authorized to execute this Agreement as of the date of signature.

Axon Enterprise, Inc. Agency

Signature:

Name: Name:

Title:

Date:

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TASER Energy Weapon Axon Evidence Terms of Use Appendix

1 Definitions.
“Agency Content” is data uploaded into, ingested by, or created in Axon Evidence within Agency’s tenant, including media or multimedia uploaded into Axon Evidence by Agency. Agency Content includes Evidence but excludes Non-Content Data.

“Evidence” is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency.

Evidence is a subset of Agency Content.

“Non-Content Data” is data, configuration, and usage information about Agency’s Axon Evidence tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non-Content Data includes data about users captured during account management and customer support activities. Non-Content Data does not include Agency Content.

2 Subscription Term. The TASER 7 or TASER 10 Axon Evidence Subscription Term begins on the Start Date.

3 Access Rights . Upon Axon granting Agency a TASER 7 or TASER 10 Axon Evidence subscription, Agency may access and use Axon Evidence for the storage and management of data from TASER 7 or TASER 10 CEW devices during the TASER 7 or TASER 10 Axon Evidence Subscription Term. Agency may not upload any non-TASER 7 or TASER 10 data or any other files to Axon Evidence. Agency may not exceed the number of end-users than the Quote specifies.

4 Agency Owns Agency Content. Agency controls and owns all right, title, and interest in Agency Content. Except as outlined herein, Axon obtains no interest in Agency Content, and Agency Content is not Axon’s business records. Agency is solely responsible for uploading, sharing, managing, and deleting Agency Content. Axon will only have access to Agency Content for the limited purposes set forth herei n. Agency agrees to allow Axon access to Agency Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products.

5 Security. Axon will implement commercially reasonable and appropriate measures to secure Agency Content against accidental or unlawful loss, access, or disclosure. Axon will maintain a comprehensive information security program to protect Axon Evidence and Agency Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation C riminal Justice Information Services Security Addendum.

6 Agency Responsibilities. Agency is responsible for (a) ensuring Agency users comply with this Agreement; (b) ensuring Agency owns Agency Content and no Agency Content or Agency end user’s use of Agen cy Content or Axon Evidence violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Axon Evidence.

If Agency becomes aware of any violation of this Agreement by an end-user, Agency wi ll immediately terminate that end user’s access to Axon Evidence.

Agency is also responsible for maintaining the security of end-user names and passwords and taking steps to maintain appropriate security and access by end-users to Agency Content. Login credentials are for Agency internal use only and Agency may not sell, transfer, or sublicense them to any other entity or person. Agency may download the audit log at any time. Agency shall contact Axon immediately if an unauthorized third party may be using Agency’s account or Agency Content or if account information is lost or stolen.

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7 Privacy. Your use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current version of which is available at https://www.axon.com/legal/cloud-services-privacy-policy.

Agency agrees to allow Axon access to Non -Content Data from Agency to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c) enforce this Agre ement or policies governing the use of Axon products.

8 Storage. Axon may place Agency Content that Agency has not viewed or accessed for 6 months into archival storage. Agency Content in archival storage will not have immediate availability and may take up to 24 hours to access.

9 Location of Data Storage . Axon may transfer Agency Content to third party subcontractors for storage. Axon will determine the locations of data centers where Agency Content will be stored.

Axon will ensure all Agency Content stored in Axon Evidence remains within the country the Agency is located. Ownership of Agency Content remains with Agency.

10 Suspension. Axon may suspend Agency access or any end-user’s right to access or use any portion or of Axon Evidence immediately upon notice, if:

10.1. The Termination provisions of the TASER 7 or TASER 10 Terms and Conditions apply;

10.2. Agency or an end-user’s use of or registration for Axon Evidence (i) poses a security risk to Axon Evidence or any third party, (ii) may adversely impact Axon Evidence or th e systems or content of any other customer, (iii) may subject Axon, Axon’s affiliates, or any third party to liability, or (iv) may be fraudulent;

Agency remains responsible for all fees incurred through the date of suspension without any credits for any period of suspension. Axon will not delete any of Agency Content on Axon Evidence due to suspension, except as specified elsewhere in this Agreement.

11 Axon Evidence Warranty. Axon warrants that Axon Evidence will not infringe or misappropriate any pate nt, copyright, trademark, or trade secret rights of any third party. Axon disclaims any warranties or responsibility for data corruption or errors before the data is uploaded to Axon Evidence.

12 Axon Evidence Restrictions. All Axon Evidence subscriptions will immediately terminate if Agency does not comply with any term of this Agreement. Agency and Agency end-users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to:

12.1. copy, modify, tamper with, repair, or create derivative works of any part of Axon Evidence;

12.2. reverse engineer, disassemble, or decompile Axon Evidence or apply any other process to derive any source code included in Axon Evidence, or allow any others to do the same;

12.3. access or use Axon Evidence with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas;

12.4. use trade secret information contained in Axon Evidence, except as expressly permitted in this Agreement;

12.5. access Axon Evidenc e to build a competitive product or service or copy any features, functions, or graphics of Axon Evidence;

12.6. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon’s or Axon’s licensors on or within Axon Evidence; or

12.7. use Axon Evidence to store or transmit infringing, libelous, or otherwise unlawful or tortious material, to store or transmit material in violation of third-party privacy rights, or to store or transmit malicious code.

13 After Termination. Axon will not delete Agency Content for 90 days following termination. During

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these 90 days, Agency may retrieve Agency Content only if all amounts due have been paid. There will be no application functionality of Axon Evidence during these 90 days other than the ability to retrieve Agency Content. Agency will not incur any additional fees if Agency Content is downloaded from Axon Evidence during these 90 days . Axon has no obligation to maintain or provide any Agency Content after these 90 days and will thereafter, unless legally prohibited delete all of Agency Content stored in Axon Evidence. Upon request, Axon will provide written proof that all Agency Content has been successfully deleted and fully removed from Axon Evidence.

14 Post-Termination Assistance . Axon will provide Agency with the same post -termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Agency Content, including requests for Axon’s Data Egress Services, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system.

15 U.S. Government Rights . If Agency is a U.S. Federal department or using Axon Evidence on behalf of U.S. Federal department, Axon Evidence is provided as a “commercial item,” “commercial computer software,” “commercial computer software documentation,” and “technical data ,” as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Agency is using Axon Evidence on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Agency will immediately discontinue the use of Axon Evidence.

16 Survival. Upon any termination of this Agreement, the following sections will survive: Agency Owns Agency Content, Storage, Axon Evidence Warranty, and Axon Evidence Restrictions.

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Axon Customer Experience Improvement Program Appendix

1 Axon Customer Experience Improvement Program (ACEIP) . The ACEIP is designed to accelerate Axon’s development of technology, such as building and supporting automated features, to ultimately increase safety within communities and drive efficiency in public safety. To this end, subject to the limitations on Axon as described below, Axon, where allowed by law, may make limited use of Agency Content from all of its customers, to provide, develop, improve, and support current and future Axon products (collectively, “ ACEIP Purposes”). However, at all times, Axon will comply with its obligations pursuant to the Axon Cloud Services Terms of Use Appendix to maintain a comprehensive data sec urity program (including compliance with the CJIS Security Policy for Criminal Justice Information), privacy program, and data governance policy, including high industry standards of de -identifying Personal Data, to enforce its security and privacy obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier 1 and Tier 2. By default, Agency will be a participant in ACEIP Tier 1. If Agency does not want to participate in ACEIP Tier 1, Agency can revoke its consent at any time. If Agency wants to parti cipate in Tier 2, as detailed below, Agency can check the ACEIP Tier 2 box below. If Agency does not want to participate in ACEIP Tier 2, Agency should leave box unchecked. At any time, Agency may revoke its consent to ACEIP Tier 1, Tier 2, or both Tiers.

1.1 ACEIP Tier 1.

1.1.1. When Axon uses Agency Content for the ACEIP Purposes, Axon will extract from Agency Content and may store separately copies of certain segments or elements of the Agency Content (collectively, “ ACEIP Content ”). When extracting ACEIP Content, Axon will use commercially reasonable efforts to aggregate, transform or de -identify Agency Content so that the extracted ACEIP Content is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a part icular individual (“Privacy Preserving Technique(s) ”). For illustrative purposes, some examples are described in footnote 1 1. For clarity, ACEIP Content will still be linked indirectly, with an attribution, to the Agency from which it was extracted.

This attribution will be stored separately from the data itself, but is necessary for and will be solely used to enable Axon to id entify and delete all ACEIP Content upon Agency request. Once de-identified, ACEIP Content may then be further modified, analyzed, and used to create derivative works. At any time, Agency may revoke the consent granted herein to Axon to access and use Agency Content for ACEIP Purposes. Within 30 days of receiving the Agency’s request, Axon will no longer access or use Agency Content for ACEIP Purposes and will delete any and all ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Agency. In addition, if Axon uses Agency Content for the ACEIP Purposes, upon request, Axon will make available to Agency a list of the specific type of Agency Con tent being used to generate ACEIP Content, the purpose of such use, and the retention, privacy preserving extraction technique, and relevant data protection practices applicable to the Agency Content or ACEIP Content (“Use Case”). From time

1 For example; (a) when extracting specific text to improve automated transcription capabilities, text that could be used to directly identify a particular individual would not be extracted, and extracted text would be disassociated from identifying metadata of any speakers, and the extract ed text would be split into individual words and aggregated with other data sources (including publicly available data) to remove any reasonable ability to link any specific text directly or indirectly back to a particular individual; (b) when extracting l icense plate data to improve Automated License Plate Recognition (ALPR) capabilities, individual license plate characters would be extracted and disassociated from each other so a complete plate could not be reconstituted, and all association to other elem ents of the source video, such as the vehicle, location, time, and the surrounding environment would also be removed; (c) when extracting audio of potential acoustic events (such as glass breaking or gun shots), very short segments (<1 second) of audio tha t only contains the likely acoustic events would be extracted and all human utterances would be removed.

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to time, Axon may develop and deploy new Use Cases. At least 30 days prior to authorizing the deployment of any new Use Case, Axon will provide Agency notice (by updating the list of Use Case at https://www.axon.com/aceip and providing Agency with a mechanism to obtain notice of that update or another commercially reasonable method to Agency designated contact) (“ New Use Case”).

1.1.2. Expiration of ACEIP Tier 1. Agency consent granted herein, will expi re upon termination of the Agreement. In accordance with section 1.1.1, within 30 days of receiving the Agency’s request, Axon will no longer access or use Agency Content for ACEIP Purposes and will delete ACEIP Content. Axon will also delete any derivativ e works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Agency.

1.2 ACEIP Tier 2. In addition to ACEIP Tier 1, if Agency wants to help further improve Axon’s services, Agency may choose to participate in Tier 2 of the ACEIP. ACEIP Tier 2, grants Axon certain additional rights to use Agency Content, in addition to those set forth in Ti er 1 above, without the guaranteed deployment of a Privacy Preserving Technique to enable product development, improvement, and support that cannot be accomplished with aggregated, transformed or de-identified data.

☐ Check this box if Agency wants to help further improve Axon’s services by participating in ACEIP Tier 2 in addition to Tier 1. By checking this box, Agency hereby agrees to the Axon Customer Experience Improvement Program Tier 2 Terms of Service, available at https://www.axon.com/sales-terms-and-conditions and incorporated herein by reference.

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Energy Weapon Agreement

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Professional Services Appendix

1 Utilization of Services. Agency must use pre-paid professional services as outlined in the Quote and this Appendix within 6 months of the Effective Date.

2 CEW Services Packages. CEW Services Packages are detailed below:

System set up and configuration
• Configure Axon Evidence categories & custom roles based on Agency need. • Troubleshoot IT issues with Axon Evidence.
• Register users and assign roles in Axon Evidence.
• For the CEW Full Service Package: On-site assistance included • For the CEW Starter Package: Virtual assistance included Dedicated Project Manager
Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager).

Ideally, Project Manager will be assigned to Agency 4–6 weeks before rollout Best practice implementation planning session to:
• Provide considerations for the establishment of CEW policy and system operations best practices based on Axon’s observations with other agencies • Discuss the importance of entering metadata and best practices for digital data management • Provide referrals to other agencies using TASER CEWs and Axon Evidence • For the CEW Full Service Package: On-site assistance included • For the CEW Starter Package: Virtual assistance included System Admin and troubleshooting training sessions
On-site sessions providing a step-by-step explanation and assistance for Agency’s configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon Evidence Instructor training
• Provide training on the Axon Evidence to educate instructors who can support Agency’s subsequent Axon Evidence training needs.
• For the CEW Full Service Package: Training for up to 3 individuals at Agency • For the CEW Starter Package: Training for up to 1 individual at Agency TASER CEW inspection and device assignment
Axon’s on-site professional services team will perform functions check on all new TASER CEW Smart weapons and assign them to a user on Axon Evidence.

Post go-live review
For the CEW Full Service Package: On-site assistance included.

For the CEW Starter Package: Virtual assistance included.

3 Smart Weapon Transition Service. The Smart Weapon Transition Service includes:

Archival of CEW Firing Logs
Axon’s on-site professional services team will upload CEW firing logs to Axon Evidence from all TASER CEW Smart Weapons that Agency is replacing with newer Smart Weapon models.

Return of Old Weapons
Axon’s on-site professional service team will ship all old weapons back to Axon’s headquarters.

Axon will provide Agency with a Certificate of Destruction *Note: CEW Full Service packages for TASER 7 or TASER 10 include Smart Weapon Transition Service instead of 1-Day Device Specific Instructor Course.

4 Out of Scope Services. Axon is only responsible to perform the professional services described in the Quote and this Appendix. Any additional professional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule.

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5 Delivery of Services. Axon personnel will work Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays. Axon will perform all on -site tasks over a consecutive timeframe. Axon will not charge Agency travel time by Axon personnel to Agency premises as work hours.

6 Access Computer Systems to Perform Services . Agency authorizes Axon to access relevant Agency computers and networks, solely for performing the Services. Axon will work to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial itemized l ist to Agency. Agency is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency.

7 Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for the Devices (“User Documentation”). User Documentation will include all required environmental specifications for the professional Services and Devices to operate per the Device User Documentation. Before installation of Devices (whether performed by Agency or Axon), Agency must prepare the location(s) where Devices are to be installed (“ Installation Site ”) per the environmental specifications in the Device User Documentati on. Following installation, Agency must maintain the Installation Site per the environmental specifications. If Axon modifies Device User Documentation for any Devices under this Agreement, Axon will provide the update to Agency when Axon generally releases it.

8 Acceptance. When Axon completes professional Services, Axon will present an acceptance form (“Acceptance Form ”) to Agency. Agency will sign the Acceptance Form acknowledging completion. If Agency reasonably believes Axon did not complete the professional Services in substantial conformance with this Agreement, Agency must notify Axon in writing of the specific reasons for rejection within 7 calendar days from delivery of the Acceptance Form. Axon will address the issues and re-present the Acceptance Form for signature. If Axon does not receive the signed Acceptance Form or written notification of reasons for rejection within 7 calendar days of delivery of the Acceptance Form, Axon will deem Agency to have accepted the profe ssional Services.

9 Agency Network. For work performed by Axon transiting or making use of Agency’s network, Agency is solely responsible for maintenance and functionality of the network. In no event will Axon be liable for loss, damage, or corruption of Agency’s network from any cause.

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Version: 1.0
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TASER 7 Appendix
This TASER 7 Appendix applies to Agency’s TASER 7, OSP 7, or OSP 7 Plus purchase from Axon, if applicable.

1. Duty Cartridge Replenishment Plan. If the Quote includes “Duty Cartridge Replenishment Plan”, Agency must purchase the plan for each CEW user. A CEW user includes officers that use a CEW in the line of duty and those that only use a CEW for training. Agency may not resell cartridges received. Axon will only replace cartridges used in the line of duty.

2. Training. If the Quote includes a training voucher, Agency must use the voucher within 1 year of issuance, or the voucher will be void. Axon will issue Agency a voucher annually beginning on the start of the TASER Subscription Term. The voucher has no cash value. Agency cannot exchange it for another device or service.

Unless stated in the Quote, the voucher does not include travel expenses and will be Agency’s responsibility.

If the Quote includes Axon Online Training or Virtual Reality Content Empathy Development for Autism/Schizophrenia (collectively, “ Training Content”), Agency may access Training Content. Axon will deliver all Training Content electronically.

3. TASER Upgrade. If Agency purchases Axon’s 10 -year certification program for Axon’s latest version of its TASER energy weapon (“Certification Program”) and has no outstanding payment obligations as of the beginning of the 6th year of the Certification Program, Agency will qualify for an upgrade to any subsequent version of the Certification Program (“CEW Upgrade”). Agency will receive the CEW Upgrade at no additional cost, only to the extent such subsequent version of the Certification Program includes the same products or features as the Certification Program purchased by Agency. If Agency wants to upgrade to a Certification Program that includes additional products or features, Agency will pay the additional cost associated with such products and features. For the avoidance of doubt, Agency is not required to upgrade to any subsequent version of the Certification Program. Axon may ship the CEW Upgrade as scheduled in the Quote without prior confirmation from agency unless the Parties agree in writing otherwise at least 90 days in advance. If necessary to maintain compatibility among Axon Devices, within 30 days of receiving the CEW Upgrade, Agency must, if requested by Axon, return all hardware and related accessories received in connection with the Certification Program to Axon. In such event, Agency must ship batteries via ground shipping or in accordance with federal regulations in place at the time of the return. Axon will pay shipping costs for the return if Agency uses Axon’s RMA process.

4. Extended Warranty. If the Quote includes an extended warranty, the extended warranty coverage period warranty will be for a 5 -year term, which includes the hardware manufacturer’s warranty plus the 4 -year extended term.

5. Trade-in. If the Quote contains a discount on CEW -related line items, including items related to OSP, then that discount may only be applied as a trade -in credit, and Agency must return used hardware and accessories associated with the discount (“Trade-In Units”) to Axon. Agency must ship batteries via ground shipping. Axon will pay shipping costs of the return. If Axon does not rece ive Trade-In Units within the timeframe below, Axon will invoice Agency the value of the trade-in credit. Agency may not destroy Trade-In Units and receive a trade-in credit.

Agency Size Days to Return from Start Date of TASER 7 Subscription Less than 100 officers 30 days
100 to 499 officers 90 days
500+ officers 180 days

6. TASER 7 Subscription Term. The TASER 7 Subscription Term for a standalone TASER 7 purchase begins on shipment of the TASER 7 hardware. The TASER 7 Subscription Term for OSP 7 begins on the OSP 7 Start date.

7. Access Rights . Upon Axon granting Agency a TASER 7 Axon Evidence subscription, Agency may access and use Axon Evidence for the storage and management of data from TASER 7 CEW devices during the TASER 7 Subscription Term. Agency may not exceed the number of end users than the Quote specifies.

8. Privacy. Axon will not disclose Agency Content or any information about Agency except as compelled

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by a court or administrative body or required by any law or regulation. Axon will give notice if any disclosure request is received for Agency Content, so Agency may file an objection with the court or administrative body.

9. Termination. If payment for TASER 7 is more than 30 days past due, Axon may terminate Agency’s TASER 7 plan by notifying Agency. Upon termination for any reason, then as of the date of termination:

9.1. TASER 7 extended warranties and access to Training Content will terminate. No refunds will be given.

9.2. Axon will invoice Agency the remaining MSRP for TASER 7 products received before termination. If terminating for non -appropriations, Axon will not invoice Agenc y if Agency returns the CEW, rechargeable battery, holster, dock, core, training suits, and unused cartridges to Axon within 30 days of the date of termination.

9.3. Agency will be responsible for payment of any missed payments due to the termination before bei ng allowed to purchase any future TASER 7 plan.

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Version: 1.0
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TASER 10 Appendix
This TASER 10 Appendix applies to Agency’s TASER 10, OSP 10, OSP Plus, or OSP 10 Plus Premium purchase from Axon, if applicable.

2. Training. If the Quote includes a training voucher, Agency must use the voucher within 1 year of issuance, or the voucher will be void. Axon will issue Agency a voucher annually beginning on the start of th e TASER Subscription Term. The voucher has no cash value. Agency cannot exchange it for another device or service.

Unless stated in the Quote, the voucher does not include travel expenses and will be Agency’s responsibility.

If the Quote includes Axon Onli ne Training or Virtual Reality Content Empathy Development for Autism/Schizophrenia (collectively, “ Training Content”), Agency may access Training Content. Axon will deliver all Training Content electronically.

3. Extended Warranty. If the Quote includes an extended warranty, the extended warranty coverage period warranty will be for a 5 -year term, which includes the hardware manufacturer’s warranty plus the 4 -year extended term.

4. Trade-in. If the Quote contains a discount on CEW -related line items, including items related to OSP, then that discount may only be applied as a trade -in credit, and Agency must return used hardware and accessories associated with the discount (“Trade-In Units”) to Axon. Agency must ship batteries via ground shipping. Axon will pay s hipping costs of the return. If Axon does not receive Trade -In Units within the timeframe below, Axon will invoice Agency the value of the trade-in credit. Agency may not destroy Trade-In Units and receive a trade-in credit.

Agency Size Days to Return from Start Date of TASER 10 Subscription Less than 100 officers 60 days
100 to 499 officers 90 days
500+ officers 180 days

5. TASER 10 Subscription Term. The TASER 10 Subscription Term for a standalone TASER 10 purchase begins on shipment of the TASER 10 hardware. The TASER 10 Subscription Term for OSP 10 begins on the OSP 10 Start date.

6. Access Rights. Upon Axon granting Agency a TASER 10 Axon Evidence subscription, Agency may access and use Axon Evidence for the storage and management of data from TASER 10 CEW devices during the TASER 10 Subscription Term. Agency may not exceed the number of end users than the Quote specifies.

7. Agency Warranty. Agency warrants and acknowledges that TASER 10 is classified as a firearm and is being acquired for official Agency use pursuant to a law enforcement agency transfer under the Gun Control Act of 1968.

8. Purchase Order. To comply with applicable laws and regulations, Customer must provide a purchase order to Axon prior to shipment of TASER 10.

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Version: 1.0
Release Date: 3/2/2023

Axon Virtual Reality Content Terms of Use Appendix

1 Term. The Quote will detail the duration of the Virtual Reality Content license.

2 Headsets. Agency may purchase additional virtual reality headsets from Axon. In the event Agency decides to purchase additional virtual reality headsets for use with Axon’s Virtual Reality Content, Agency must purchase those headsets from Axon.

3 License Restrictions. All licenses will immediately terminate if Agency does not comply with any term of this Agreement. If Agency utilizes more users than stated in this Agreement, Agency must purchase additional Virtual Reality Content licenses from Axon. Agency may not use Virtual Reality Content for any purpose other than as expressly permitted by this Agreement. Agency may not:

3.1 modify, tamper with, repair, or otherwise create derivative works of Virtual Reality Content;

3.2 reverse engineer, disassemble, or decompile Virtual Reality Content or apply any process to derive the source code of Virtual Reality Content, or allow others to do the same;

3.3 copy Virtual Reality Content in whole or part, except as expressly permitted in this Agreement;

3.4 use trade secret information contained in Virtual Reality Content;

3.5 resell, rent, loan or sublicense Virtual Reality Content;

3.6 access Virtual Reality Content to build a competitive device or service or copy any features, functions, or graphics of Virtual Reality Content; or

3.7 remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Ax on or Axon’s licensors on or within Virtual Reality Content or any copies of Virtual Reality Content.

4 Termination. Axon may terminate Agency’s license immediately for Agency’s failure to comply with any of the terms in this Agreement.

Attachment 3
Axon Solution Purchases

Axon Solution/
Product
Amount Product Description Contract
Term
In-Car Cameras
(ICCs)
$3,000,000 ICCs are used to investigate complaints; aid the investigative process; and provide evidence used to determine guilt or innocence in a variety of cases. The technology streamlines the law enforcement process, all while providing transparency to safeguard public trust. This solution integrates with the other Axon solutions already in place (body-worn-camera system, interview rooms, etc.).
5 Years
Automated
License Plate
Readers
(ALPRs)
$1,100,000 ALPR is an optional add-on to the ICC solution. It is used by law enforcement to help identify and locate vehicles that have been stolen and those associated with suspects, witnesses, and victims to develop information to focus investigative resources. 5 years
Axon Investigate $30,000 This software solution allows SPD to review footage provided in third-party proprietary video formats, such as .DAV, .IRF, .EXE, .SSF, etc., and provides immediate
access to original metadata including date, time, image numbers, etc. It allows for managing and organizing
hundreds of video sources into one project, track activity, tag relevant events, extract available video and create court-ready deliverables. This evidence will be stored in the Axon cloud already in use.
5 years
Fūsus* $400,000 Fūsus is a Real-Time Crime Center platform that integrates and enhances all public safety and investigations assets. It can integrate with any data source; pull in public and private video feeds; enable video sources with artificial intelligence; and integrate ALPR, bodycam, drone, and aircraft feeds by utilizing and unifying existing equipment. It enables law enforcement and public safety personnel to function more efficiently and with improved operational intelligence, creating a common operating picture that emphasizes community and officer safety
35 months
Point of View
(POV) Cameras*
$15,000 This solution provides point-of-view video and plugs into body- worn cameras and attaches to helmets worn mostly by motors and SWAT personnel
35 months
Additional Axon
solution
purchases
$1,455,000 SPD currently uses other Axon solutions that may require contract amendments to authorize additional purchases. This includes: Interview Rooms, Body-Worn Cameras, POV
cameras, Conducted Energy Devices (tasers), Axon Cloud
storage, software, licenses, training, and warranties for the purchased/implemented solutions
Various
Total $6,000,000
*Items are part of the Officer Safety Plan (Agreement 2021-0629, as amended), which expires on September 30, 2026.

Sacramento City CouncilDecember 12, 2023

Sacramento City Council
December 12, 2023