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Highway 271 North, Pittsburg, Texas 75686March 5, 2013

Intuitive Technology Group1650 W 82nd St, Ste 650Bloomington, MN 55431

RE: TIPS/TAPS VENDOR CONTRACT AWARD

Commodity Category - MANAGEMENT SOFTWARE AND SERVICES-NEWContract Number - 3022813

Dear Awarded Vendor,

Congratulations! The Interlocal Purchasing System (TIPS/TAPS) Board of Directors of Region VIII EducationService Center has awarded a contract for MANAGEMENT SOFTWARE AND SERVICES-NEW under ContractNumber 3022813 to Intuitive Technology Group. This contract will be in effect from 2/28/13 through2/28/14. Contracts are renewable annually, if both parties agree, for up to 2 years before awards are rebidwith the RFP process. (With the exception of the Commodity Category of Trades, Temporary Labor andMaterials which will only have a 12 month contract with no renewals. This commodity category is rebid each12 months.)

Please Note: Only items submitted on the original proposal can be sold through this contract. If you need tochange pricing or add products this can be done through an Addendum to your Awarded Contract. You canonly add items that are in the same commodity category. Email the request to add products or change pricingto kthompson@reg8.net.

Awarded Vendor will receive a TIPS/TAPS Sales Submission Report bi-monthly that will need to be completedand returned to TIPS/TAPS with the 2% of sales from TIPS/TAPS Members. We prefer to have a spreadsheetor excel file with the following information: date of purchase, member name, product name, amount,quantity, total amount of sale and 2% due. IT IS A REQUIREMENT THAT WE HAVE BACK UP INFORMATIONSUBMITTED WITH THE SUBMISSION CHECK THAT IDENTIFIES THE MEMBER NAME, STATE, SALE AMOUNT, ANDthe 2% AMOUNT.

Awarded Vendor representatives MUST direct TIPS/TAPS members to FAX their PO'stoTlPS @866-839-8472.TIPS/TAPS administration office will validate purchase orders and forward by FAX within 2 hours to theappropriate vendor. Should you receive a faxed purchase order direct from a member, please fax a copy tothe TIPS/TAPS office to complete the validation process.

Go to www.tips-usa.com Click on Members then Commodity/Contracts. Take a moment to review theinformation posted for your company. Notify the TIPS office at 866-839-8477 of any necessary changes.

Individual Awarded Vendors must set up their own TIPS/TAPS Login and Password. Here are the instructions:1. Go to www.tips-usa.com/admin/teamlogin.cfm2. Click on TIPS ADMINISTRATIVE TEAM LOGIN.

3. Click on FORGOT YOUR PASSWORD?4. Choose your company's name. Enter your name -name must match the Primary Contact's Name on theAwarded Vendor's Contract which is listed on the TIPS/TAPS Website at www.tips-usa.com {Click on Members.Click on Commodities/Contracts. Click on "All CONTRACTS". Scroll down alphabetically until you find yourvendor name then click on it. There you will find listed the Primary Contact's Name and Email Address).5. Enter Primary Contact's Email Address (must match Primary Contact's email address).6. An email will be automatically sent to the Vendor Primary Contact's Email Address with a temporarypassword. After the password is received, Login to: www.tips-usa.com/admin/teamlogin.cfm Enter:Username: This is the email addressPassword: Use the new password that was emailed to the primary contact.7. After you have successfully logged in the first time, you can change your password. Instructions:Click on MY ACCOUNT - CHANGE PASSWORD. Then enter the Temporary Password - Enter the New Password- Then Verify the New Password - click on CHANGE IT.

Not all information can be changed by the vendor. If you are not able to update some information, notify theTIPS/TAPS Office at tips@reg8.net and request a vendor contract change. Some changes may require BoardAction through an Addendum to the Vendors Contract, (i.e. name change, product changes, pricing, etc...)

You can also set up additional account users for your company. These users will not have the ability to makechanges to the vendor profile. But they will be able to access TIPS/TAPS Membership Information which willassist them in identifying new members for sales transactions. To SET-UP ADDITIONAL USERS:Click on Authorized Users - Click on Add Users. Fill in the required fields of information then click ADD.NOTE: the only person who can set up additional users is the Primary Contact for the Vendor Contract.

TIPS/TAPS relies on Awarded Vendors to assist in getting new TIPS/TAPS members. New Members bring inNew Sales for all TIPS/TAPS Awarded Vendors. Membership forms (Interlocal Agreement and BoardResolution) are available at the TIPS/TAPS website. Click on Members then Click on Membership and scrolldown to the appropriate state.

VENDOR ACTION REQUIREDOn February 28, 2013, the Board of Directors governing TIPS/TAPS approved an addendum to all TIPS/TAPSawarded vendor contracts. A copy of the addendum has been included in this packet. As an Awarded Vendor,you are required to sign the Acknowledgement of Addendum Form dated February 28, 2013 and return to theTIPS/TAPS office as soon as possible either by email to tips(5)reg8.net or by fax to 866-839-8472. Only oneAcknowledgement Form is required per vendor, so if you have multiple contract awards, it is only necessary tosign and fax one copy. Should you have any questions please notify the TIPS/TAPS office,

Again, we congratulate and welcome you to TIPS/TAPS. We look forward to promoting you as a TIPS/TAPSAwarded Vendor, if you have any questions, you may reach me at 866-839-8477 or by email atTIPSfS)reg8.net.

Sincerely,

*K£iH> "JAomjbto*TIPS/TAPS Cooperative Coordinator

— I , —, ,

\TAPS1-*'""..- ;•-

RECOGNIZESIntuitive Technology Group

As an Awarded Vendor ForMANAGEMENT SOFTWARE AND SERVICES-NEW

Contract #3022813

Effective Date through 2/28/13-2/28/14Renewal Option Year 1 dates:2/28/14-2/28/15Renewal Option Year 2 dates:2/28/15-2/28/16

Contract due to Publicly Rebid - December of 2015

(The annual renewal of vendor contract for consecutive years will be based on sales and service during the contract period)

Executive DirectorRegion VIII ESC

Visit www.tips-usa.com for details on this Awarded Vendor

PURCHASES SYSTEMS

Intuitive Technology Group1650 W 82nd St, Ste 650Bloomington, MN 55431

Addendum Acknowledgement FormContract Addendum - February 2013

, as primary contact for the above listed awarded vendor for

TIPS/TAPS, have read the Contract Addendum approved by the Board of Directors for Region 8 Education

Service Center and will comply with all revised TERMS AND CONDITIONS as listed.

Printed Name Date

Authorized Signature Emai! Address

To continue with your TIPS/TAPS awarded contract this

FORM MUST BE COMPLETED AND FAXED TO

866-839-8472

VENDOR ACTION REQUIREDOn February 28, 2013, the Board of Directors governing TIPS/TAPS approved an addendum to all TIPS/TAPSawarded vendor contracts. A copy of the addendum has been included in this packet. As an Awarded Vendor,you are required to sign the Acknowledgement of Addendum Form dated February 28, 2013 and return to theTIPS/TAPS office as soon as possible either by email to tips@reg8.net or by fax to 866-839-8472. Only oneAcknowledgement Form is required per vendor, so if you have multiple contract awards, it is only necessary tosign and fax one copy. Should you have any questions please notify the TIPS/TAPS office.

General Terms and Conditions - TIPS/TAPS AWARDED CONTRACTS ADDENDUM February 2013

2.1 Cancellation for non-performance or contract deficiencyTIPS/TAPS may terminate any contract if Members have not used the contract, or if purchase volume is determined to be"low volume" in any 12-month period. TIPS/TAPS reserves the right to cancel the whole or any part of this contract dueto failure by contractor to carry out any obligation, term or condition of the contract. TIPS/TAPS may issue a writtendeficiency notice to contractor for acting or failing to act in any of the following:

• Providing material that does not meet the specifications of the contract;

• Providing work and/or material that was not awarded under the contract;

• Failing to adequately perform the services set forth in the scope of work and specifications;

• Failing to complete required work or furnish required materials within a reasonable amount of time;

• Failing to make progress in performance of the contract and/or giving TrPS/TAPS reason to believe thatcontractor will not or cannot perform the requirements of the contract; and/or

• Performing work or providing services under the contract prior to receiving a TIPS/TAPS reviewed purchaseorder for such work.

Upon receipt of the written deficiency, contractor shall have ten (10) days to provide a satisfactory response toTIPS/TAPS. Failure to adequately address all issues of concern may result in contract cancellation. Upon cancellationunder this paragraph, all goods, materials, work, documents, data and reports prepared by contractor under this contractshall become the property of the Member on demand.

2.2 Purchasing Procedures

• Purchase orders are issued by participating governmental agencies to the awarded vendor indicating on the PO"Per TIPS/TAPS Contract". Copy of the PO is faxed to TIPS/TAPS at (866) 839-8472.

• Awarded vendor delivers goods/services directly to the participating agency.

• Awarded vendor invoices the participating agency directly.

• Awarded vendor receives payment directly from the participating agency.

• Awarded vendor reports sales monthly to TIPS/TAPS.

2.3 Form of ContractForm of contract: The form of contract for this solicitation shall be the Request for Proposal, the awarded proposal(s) andbest and final offer(s), and properly issued and reviewed purchase orders referencing the requirements of the Request forProposals. If a vendor submitting an offer requires TIPS/TAPS and/or Member to sign an additional agreement, a copy ofthe proposed agreement must be included with the proposal.Vendor contract documents: TIPS/TAPS will review proposed vendor contract documents. Vendor's contract documentshall not become part of TIPS/TAPS's contract with vendor unless and until an authorized representative of TIPS/TAPSreviews and approves it.

2.4 LicensesContractor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operationof the business conducted by contractor. Contractor shall remain fully informed of and in compliance with all ordinancesand regulations pertaining to the lawful provision of services under the contract. TIPS/TAPS reserves the right to stopwork and/or cancel contract of any contractor whose license(s) expire, lapse, are suspended or terminated.

2.5 NovationIf contractor sells or transfers all assets or the entire portion of the assets used to perform this contract, a successor ininterest must guarantee to perform all obligations under this contract. TIPS/TAPS reserves the right to accept or reject anynew party. A simple change of name agreement will not change the contractual obligations of contractor.

2.6 Site Requirements

Cleanup; Contractor shall clean up and remove all debris and rubbish resulting from their work as required or directed byMember. Upon completion of work, the premises shall be left in good repair and an orderly, neat, clean and unobstructedcondition.

Preparation: Contractor shall not begin a project for which Member has not prepared the site, unless contractor does thepreparation work at no cost, or until Member includes the cost of site preparation in a purchase order. Site preparationincludes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre-installationrequirements.

Registered sex offender restrictions: For work to be performed at schools, contractor agrees that no employee of asubcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students areor reasonably expected to be present. Contractor agrees that a violation of this condition shall be considered a materialbreach and may result in the cancellation of the purchase order at the Member's discretion. Conn-actor must identify anyadditional costs associated with compliance of this term. If no costs are specified, compliance with this term will beprovided at no additional charge.

Safety measures: Contractor shall take all reasonable precautions for the safety of employees on the worksite, and shallerect and properly maintain all necessary safeguards for protection of workers and the public. Contractor shall postwarning signs against all hazards created by the operation and work in progress. Proper precautions shall be takenpursuant to state law and standard practices to protect workers, general public and existing structures from injury ordamage.

2.7 Smoking

Persons working under the contract shall adhere to local smoking policies. Smoking will only be permitted in posted areasor off premises.

2.8 InvoicesThe awarded vendor'shall submit invoices to the participating entity clearly stating "Per TIPS/TAPS Contract". Theshipment tracking number or pertinent information for verification shall be made available upon request.

2.9 MarketingAwarded vendor agrees to allow TIPS/TAPS to use their name and logo within website, marketing materials andadvertisement. Any use of TIPS/TAPS name and logo or any form of publicity, inclusive of press release, regarding thiscontract by awarded vendor must have prior approval from TIPS/TAPS.

2.10 Supplemental agreementsThe entity participating in the TIPS/TAPS contract and awarded vendor may enter into a separate supplemental agreementto further define the level of service requirements over and above the minimum defined in this contract i.e. invoicerequirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of thiscontract is exclusively between the participating entity and awarded vendor. TIPS/TAPS, its agents, members andemployees shall not be made party to any claim for breach of such agreement.

2.11 Legal obligationsIt is the Respondent's responsibility to be aware of and comply with all local, state and federal laws governing the sale ofproducts/services identified in this RFP and any awarded contract and shall comply with all while fulfilling the RFP.Applicable laws and regulation must be followed even if not specifically identified herein.

2.12 Audit rightsSupplier shall, at Supplier's sole expense, maintain appropriate due diligence of all purchases made by Region 8 ESC andany entity that utilizes this Agreement. TIPS/TAPS and Region 8 ESC each reserve the right to audit the accounting for aperiod of three (3) years from the time such purchases are made. This audit right shall survive termination of thisAgreement for a period of one (1) year from the effective date of termination. TIPS/TAPS shall have authority to conductrandom audits of Supplier's pricing that is offered to eligible entities at TIPS/TAPS's sole cost and expense.

Notwithstanding the foregoing, in the event that TIPS/TAPS is made aware of any pricing being offered to eligibleagencies that is materially inconsistent with the pricing under this agreement, TIPS/TAPS shall have the ability to conductthe audit internally or may engage a third-party auditing firm. In the event of an audit, the requested materials shall beprovided in the format and at the location designated by Region 8 ESC or TIPS/TAPS.

2.13 Force Majeure

If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligationsunder this Agreement then such party shall give notice and fiilly particulars of Force Majeure in writing to the other partywithin a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving suchnotice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability thenclaimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcomesuch inability with all reasonable dispatch.

SERVICES

Performance bonds will be required on all jobs over $100,000 and payment bonds on all jobs over $25,000 or meeting theclient member's local and state requirements. A letter from a surety company that is licensed to do business in the state ofTexas, or client member state, attesting to its willingness to bond your company for $5 million dollars must be submitted.Contractors may need to provide additional capacity as jobs increase. Bonds will not require that a fee be paid toTIPS/TAPS. The actual cost of the bond will be a pass through to the client member and added to the purchase order.

SCOPE OF SERVICES

The specific scope of work for each job shall be determined in advance and in writing between TIPS/TAPS ClientMember and Contractor.

It is okay if the client member provides a general scope, but the contractor should provide a written scope of work to theclient member as part of the proposal. Once the scope of the job is agreed to, the client member will issue a PO with theestimate referenced as an attachment along with bond and any other special provisions agreed to for the client member. Ifspecial terms and conditions other than those covered within this solicitation and awarded contracts are required, they willbe attached to the PO and shall take precedence over those in the base contract.

CONTRACT AND DOCUMENTSThe contract shall include the contract, the terms and conditions, special terms and conditions, any agreed uponamendments, as well as all of the sections of the solicitation and the contractor's proposal. Once signed, if the contractor'sproposal varies or is unclear in any way from the TIPS/TAPS contract, TIPS/TAPS, at its sole discretion, will decidewhich provision will prevail.

Other documents to be included are the contractor's proposals, task orders, purchase orders and any adjustments whichhave been issued.

PROJECT DELIVERY ORDER PROCEDURESThe client member having approved and signed inter-local agreement may make a request of the contractor under thiscontract when the member has services that need to be undertaken. Notification may occur via phone, the web, email, fax,or in person.

Upon notification of a pending request, the contractor shall make contact with the client as soon as possible, but mustmake contact with the client member within two working days. Contractor shall visit the member's site and conduct awalk-through/project scoping with the member's representative to define the scope.

SCHEDULING OF PROJECTS

Scheduling of projects will be accomplished when the client member issues a purchase order that will serve as "the noticeto proceed". The construction performance period for the delivery order will include the mobilization, materials purchase,installation and delivery, design, weather, and site cleanup and inspection. No additional claims may be made for delaysas a result of these items. When the tasks have been completed the contractor shall notify the client and have the clientmember inspect the work for acceptance under the scope and terms in the PO. The client will issue in writing anycorrective actions that are required. Upon completion of these items the client will issue a completion notice and finalpayment will be issued.

SUPPORT REQUIREMENTS

If there is a dispute between the contractor and client, TIPS/TAPS or its representatives will assist in conflict resolution orthird party (mandatory mediation), if requested by either party.

TIPS/TAPS, or its representatives, reserves the right to inspect any project and audit the contractors TIPS/TAPS projectfiles, documentation and correspondence.