MM^' TIPS/TAPS PROPOSAL FOR PROFESSIONAL SERVICES

2.0 Special Terms and Conditions

V E N D O R C O N T R A C l

Between Sdens LLC and (Lis! Vendor or Company Name)

T H E I N T E R L O C A L P U R C H A S I N G S Y S T E M (TIPS/TAPS) For

P R O F E S S I O N A L S E R V I C E S The following pages will constiWlc the contract between the successful vcndors(s) and TIPS TAPS. Riddcm shall state, in a separate writing, and include with their proposal response, any required exceptions or deviations from these tertns, conditions, and specifications. I f agreed to by TIPSA"APS, they wi l l be incorporated into the final contract. NOTE: The award of this contract to vendor is made following all requirements to meet the Competitively Bid Procurement f j w s .

The Vendor Contract ("Contract") made and entered into by and between The Interlocal Purchasing System (hereinafter referred to as "HPS/TAPS" respectfully) a government cooperative purchasing program authorized by the Region V I I I Education Service Center, having its principal place o f residence at 4845 North US Hwy 271, Pittsburg, Texas 75686. This contract consists of the provisions set forth below, including provisions o f all Attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any Attachment, the provisions set forth shall control.

1 . General Terms and Conditions 1.1. Freight

A l l deliveries shall be freight prepaid, F.O.B. destination and shall be included in all pricing offered unless otherwise clearly stated in writing.

1.2. Warranty conditions A l l supplies equipment and services shall include manufacturer's minimum standard warranty unless otherwise agreed to in writitig. Vendor shall be an authorized dealer, distributor or manufacturer for all products. A l l eqttipment proposed shall be new unless clearly stated in writing. (Or for commodity category appropriate for refurbished equipment, products may be "refurbished" but must be clearly represented as refurbished.)

1.3. Customer support The Vendor shall provide timely and accurate technical advice and sales support to TIPS/TAPS staff and TIPS/TAPS participants. The Vendor shall respond to such requests within one (1) working day after receipt of the request. The Vendor shall provide free training to TIPS/TAPS staff regarding products and services supplied by the Vendor unless otherwise clearly stated in writing. (Unless training is a line item sold or packaged and must be ptirchased with product.)

1.4. Contracts A l l contracts and agreements between \'endors and TtPS T.APS Members shall strictly adhere to the statutes that arc set forth in the I 'nilbrm Commercial Code as most recently revised. Contracts for purchase wi l l normally be put into ellecl by means o f a purchase order(s) executed by authorized agents o f the participating government entities. Davis Bacon Act requirements w i l l be met w hen Federal Funds arc used f or construction and or repair o f buildings.

1.5.Tax exempt status

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The Vendor agrees to promptly lower the cost o f any product purchased through TIPS/TAPS following a reduction i n the manufacturer or pubhsher's direct cost to the Vendor. Price increases w i l l be honored. However, the Vendor shall honor previous prices for thirty (30) days after written notification to TIPS/TAPS of an increase.

A l l pricing submitted to TIPS/TAPS shall include the Two Percent (2%) participation fee to be remitted to TIPS/TAPS by the Vendor. Vendor w i l l not show adding the 2% to the invoice presented to customer.

1.13. Participation Fees Vendor or vendor assigned dealer contracts to pay 2% of all sales to TIPS/TAPS on a bi-monthly scheduled report. (Vendor may submit sales monthly on their own. TIPS/TAPS w i l l email a Bi-Monthly Submission Report to each vendor on November, January, March, May, July and September. The Vendor or vendor assigned dealer is responsible for keeping record o f all sales that go through the TIPS/TAPS contract. Report may be sent to TIPS/TAPS electronically while check for 2% is mailed. Failure to pay 2% participation fee w i l l result in termination of contract.

1.14. Indemnity

Indemnity for Personality Contracts. Vendor agrees to indemnity and hold harmless and defend TIPS/TAPS, its member(s), officers and employees, from and against all claiitis and suits for damages, injuries to persons (including death), property damages, losses, and expenses includitig court costs and attorney's fees, arising out of, or resulting from. Vendor's performance o f this contract, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the part of the Vendor, its officers, employees, agents, subcontractors, licensees, invitees, whether or not such claims are based in whole or in part upon the negligent acts or omissions o f the TIPS/TAPS, member(s), officers, employees, or agents.

Indemnity for Performance Contracts. The Vendor agrees to indetnnity and hold harmless and defend TIPS/TAPS, its member(s), officers and employees from and against all claims and suits for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and attorney's fees, arising out of, or resulting from. Vendor's work imder this contract, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the part of the Vendor, its officers, employees, agents, subcontractors, licensees, or invitees. Vendor further agrees to indemnify and hold harmless and defend TIPS/TAPS, its memher(s), officers and employees, from and against all claims and suits for injuries (including death) to an officer, employee, agent, subcontractor, supplier or equipment lessee of the Vendor, arising out of, or resulting from. Vendor's work under this contract whether or not such claims are based i n whole or in part upon the negligent acts or omissions o f the TIPS/TAPS, its memher(s), officers, employees, or agents.

Attorney's Fees-Texas Local Government Code § 271.159 is expressly referenced. Pursuant to §271,159, TEXAS LOC. GOV'T CODE, in the event that any one o f the Parties is required to obtain the services of an attorney to enforce this Agreement, the prevailing party, in addition to other remedies available, shall he entitled to recover reasonable attorney's fees and costs of court.

1.15. Mult ip le Vendor Awards TIPS/TAPS reserves the right to award multiple vendor contracts for commodity categories when deemed in the best interest of the membership. Bidders scoring 80 % or above w i l l he considered for an award. Commodity categories are established at the disci etion o f T IPS 1 .\PS.

1.16. State of Texas Franchise Tax By signature hereon, the bidder hereby certifies that he/she is not cuiTcntly delinquent in the payment o f any fianchise taxes owed the State of Texas under Chapter 171. l a x Code,

1.17. Miscellaneous

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TIPS/TAPS PROPOSAL FOR PROFESSIONAL SERVICES

Special Terms and Conditions It is the intent o f T IPS T APS to contract with a relialilc. high petfomiance vendor to supply conunodities to goveriunent and educational agencies, I I is the experience of TIPS TAPS thai the following procedures provide TIPS TAPS, the V endor, and the patlicipaling agency the ncccssarv support lo facilitalc a mutually beneficial relationship, fhc specific procedures wi l l be negotiated with the successful vendor.

• C o n t r a c t s : All vendoi purcliase orders must go to the HPS I .APS-Region \T1I t S C office at 484.5 North US Hwy 271. Pittsburg. Texas 75686 or fax 866.8.39.8472. Should an agency send an order direct to vendor, it is the vendor's responsibility to forward the oidcr to HPS T .APS at the addrcss'fax above within 24 business hours and confirm its receipt with HPS T.APS.

• P r o i i i o l i o n o f C o n t r a c t : It is agreed that Vendor wi l l encourage all eligible entities lo purcha.se from the T IPS T.VPS Program. Hncouraging entities to purchase directly from the Vendor and not througli TIPS TAPS contract is not acceptable to the terms and conditions o f this contract and wi l l result in removal o f Vendor from Program. Vendor is expected to use marketing funds for the marketing and promotion of this contract.

• Daily O r d e r Confirmation: A l l contract purchase orders w i l l he faxed twice daily fi-om TIPS/TAPS to vendor. The vendor must confirm receipt o f orders to the member (customer) within 24 business hours.

• Vendor custom website for T I P S / T A P S : I f Vendor is hosting a custom TIPS/TAPS web site, then updated pricing must he posted by T ' of each month.

• B a c k Ordered Products: I f product is not expected to ship within 3 business days, customer is to be notified within 24 hours and appropriate action taken based on customer request. See also Section 1.10.

• Monthly Sales Report: Vendor or vendor assigned dealer must submit a monthly or bimonthly sales report of all TIPS/TAPS participant purchases in the following format.

ISD/Entity name PO#, and PO Total Sales Amount. Example: X Y Z I S D PO#ABC123 Sxxx.xx (order total)

Any other Special Terms and Conditions that Bidder/Vendor requests should be listed in detail for consideration by TIPS/TAPS:

None

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3.0 Vendor Profile

Vendor Profile 1.1. M i n o r i t j A V omen Business Enterprise (Required b\e pail icipalit^ governmental entities)

Vendor certilies that his l i rm is a M WBE Q Yes [3 No

1.2. Certincation of Residency (Required by the State of Texas) Company submitting bid is a resident bidder. S Yes Q No

Vendor's principal place of business is in the city of Fairview State of I exas

1.3. Felony Conviction .Notice (Required by the .Slate o f Texas) M y t irm is, as outlined in the Instructions to Bidders: I I A publicly held corporation; therefore, this reporting requirement is not applicable. IXj Is not owned or operated by anyone who has been convicted of a felony. i~l Is owned or operated by the following individual(s) who has/have been convicted o f a felony: I f the 3"* box is checked, a detailed explanation o f the names and convictions must he attached.

1.4. Pricing Information 1.4.1. In addition to the typical unit pricing furnished herein, the Vendor agrees to tiimish all current and future products

at prices that are proportionate to Dealer Pricing. |xl Yes O No I f answer is no, attach a statement detailing how pricing for HPS/TAPS participants would be calculated.

1.4.2. Pricing submitted includes the 2% TIPS/TAPS participation fee. S Yes • No 1.4.3. Vendor agrees to remit to TIPS/TAPS the required 2% participation fee. [xl Yes O No 1.4.4. Additional discounts to TIPS/TAPS members for hulk quantities? Yes • No

1.5. Company bill ing address where the invoice for the 2 % participation fee w i l l be sent by TIPS/TAI*S: Contact person: Stephen Gousie Company: Sciens L L C Address: 746 Pearl Street

Ci ty , State, Z i p Reading. M A 01867

Phone: IMzSAl-mOA. Fax: (781) 989-9495 Emai l : sgousie(5)sciens.com

1.6. Vendor Service 1.6.1. Average shipping time after receipt of customer order is N / A working days. 1.6.2. Vendor currently has a govemment-to-business e-commerce site [3 Yes Q No 1.6.3. Which description best describes your company's position in the distribution channel? 1.6.4.

I~l Manufacturer direct [ [ ] Certified education'govemment reseller

I I .Authorized distributor Q Manufacturer marketit^ thru reseller • \d reseller Q Other _

1.6.5. Company experience in this commodity/calegory. 25 Years

1.6.6. The Vendor can supply all areas o f the following states currently served TIPS/TAPS:

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TIPS/TAPS PROPOSAL FOR PROFESSIONAL SERVICES

Dealer Name Tel

Address Fax

Primarv Contact Emai l

Dealer Name 1 el

Address Fax

Primary Contact Emai l

Dealer Name Tel

Address Fax

Primarv Contact Emai l

Dealer Name Tel

Address Fax

Primarv Contact Emai l

Dealer Name Tel

Address Fax _

Primarv Contact Emai l

Dealer Name Te l

Address Fax .

Primarv Contact Emai l

Dealer Name _ _ _ _ _ ^ Tel _

Address Fax

Primarv Contact Emai l

(Page may be duplicated i f necessary .) Each .Aw arded Vendor w i l l have 2 contacts listed on tlie Vendor Profile page o f the TIPS T.APS website. Tliese 2 contacLs w i l l answer al l sales and general information calls f r om TIPS /T APS members and direct them to the

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1.0 Signature Form

C O N T R A C T Signature Form Ihc undei-signed lieiebv proposes .ind agrees lo funiish goods and or seiv ices in strict compliance vvilli the terms, specilicalions and conditions at the prices quoted unless noted in writing The undersigned further certilies that he or she is an authorized agent of the company and has authority to negotiate and contract for the company named below .

l i addenda to this KFP are released, indicate the receipt ol addenda by entering the number of addenda here:

Company name

Mailing Address

City/State/Zip

Telephone No.

Fax No.

E-mail address

Authorized signature

Printed name

Position with compatiy

Sciens L L C

202 Newchester Drive

Fairview, Texas 75069

469-854-2218

866-858-0898

epages@scierwXDm

Ernest Pages

Partner

Web site URL www.saens.com

Accepted by The Interlocal Purchasing System:

Term of contract April 25,2013 through April 23, 2014

Unless otherwise stated, all contiacts are for a peiiod of one year with an option to tenew annually for an additional nvo years i f agreed to by ITPS 1 .Al'S and the awarded Vendor. Vendois shall honor the 1 wo Percent (2''o) pailicipaticm fee for any sales made based on a TIPS.TAP.S contract whether the Vendor is awarded a renewal or not.

H P S .APS .Authorized SignaUtre > Date

.Approveyiy Region \T1I E S C » Date

Sample TIP&TAPS Membersliip List

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