Common use of Solicitation Exceptions/Deviations Explanation Clause in Contracts

Solicitation Exceptions/Deviations Explanation. If the bidder intends to deviate from the General Conditions Standard Terms and Conditions or Item Specifications listed in this proposal invitation, all such deviations must be listed on this attribute, with complete and detailed conditions and information included or attached. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any bid based upon any deviations indicated below or in any attachments or inclusions. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Standard Terms and Conditions, Item Specifications, and all other information contained in this Solicitation. Maximum 4000 characters allowed 79 Agreement Deviation/Compliance Does the vendor agree with the language in the Vendor Agreement? Yes, I agree * 80 Agreement Exceptions/Deviations Explanation If the proposing Vendor desires to deviate form the Vendor Agreement language, all such deviations must be listed on this attribute, with complete and detailed conditions and information included. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any proposal based upon any deviations indicated below. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Vendor Agreement. Maximum 4000 characters allowed 81 Felony Conviction Notice Texas Education Code, Section 44.034, Notification of Criminal History, Subsection (a), states “a person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony.” Subsection (b) states “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 B. Firm not owned nor operated by felon; per above *

Solicitation Exceptions/Deviations Explanation. If the bidder intends to deviate from the General Conditions Standard Terms and Conditions or Item Specifications listed in this proposal invitation, all such deviations must be listed on this attribute, with complete and detailed conditions and information included or attached. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any bid based upon any deviations indicated below or in any attachments or inclusions. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Standard Terms and Conditions, Item Specifications, and all other information contained in this Solicitation. Maximum 4000 characters allowed 79 Agreement Deviation/Compliance Does ▇▇▇▇▇’▇ Proposal is based on the vendor agree with delivery of the language requested software and services according to ▇▇▇▇▇’▇ standard implementation methodology and ▇▇▇▇▇’▇ standard contract(s). That methodology, and that contract(s), have been refined and enhanced over ▇▇▇▇▇’▇ many years of operation in the public sector information technology market. ▇▇▇▇▇’▇ submission of its Proposal does not constitute a waiver of ▇▇▇▇▇’▇ right to negotiate any and all terms to the mutual satisfaction of the parties. ▇▇▇▇▇ shall be obligated to provide products and services only upon execution, and under and according to the terms and conditions, of the mutually negotiated contract between ▇▇▇▇▇ and the participating client. Calculation of Vendor Agreement? YesFees (p 2): ▇▇▇▇▇ agrees TIPS program fee is based on project sales fees paid by ▇▇▇▇▇ client to ▇▇▇▇▇. Specifically excluded from the TIPS program fee are future sales including, I agree * 80 without limitation, SaaS, or maintenance renewals. Conditions of Agreement Exceptions/Deviations Explanation If the proposing Vendor desires to deviate form the (#8, p 18; TIPS Vendor Agreement language(hereafter, all such deviations must be listed on this attribute“TVA”), with complete p 9): To the extent you request to incorporate your bid documents and detailed conditions and information included. TIPS our proposal documents into a client contract package, we will consider any deviations in its proposal award decisions, and TIPS reserves agree to do so as long as the right to accept or reject any proposal based upon any deviations indicated below. In the absence order of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Vendor Agreement. Maximum 4000 characters allowed 81 Felony Conviction Notice Texas Education Code, Section 44.034, Notification of Criminal History, Subsection priority is (a)) the final, states “a person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony.” Subsection negotiated contract; (b) states “a school district our proposal documentation; and (c) your bid documentation. Limitation of Liability (#11, p 18): ▇▇▇▇▇ does not waive claims it may terminate a contract with a person have related to TIPS administration of proposals or business entity if the district determines that the person or business entity failed to give notice as B. Firm not owned nor operated by felon; per above *contracts resulting from this procurement.

Solicitation Exceptions/Deviations Explanation. If the bidder intends to deviate from the General Conditions Standard Terms and Conditions or Item Specifications listed in this proposal invitation, all such deviations must be listed on this attribute, with complete and detailed conditions and information included or attached. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any bid based upon any deviations indicated below or in any attachments or inclusions. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Standard Terms and Conditions, Item Specifications, and all other information contained in this Solicitation. Maximum 4000 characters allowed 79 Agreement Deviation/Compliance Please know that, as it relates to scope, our commitment to this opportunity is specific to education (▇▇▇▇▇ Education) related positions. We do not intend to encompass non- education opportunities in the scope of this response. ▇▇▇▇▇ Education furnishes all labor, materials, tools, etc. for the provision of staffing services. For the sentence: “The Vendor shall furnish all necessary labor, materials, tools, supplies, equipment, transportation, supervision, management and shall perform all operations necessary and required for services.”, insert the word “staffing” before the word “supervision”. Many states increase statutory unemployment taxes and minimum wage from time to time. To account for the possibility of this unanticipated burden, and to maintain the pricing margins of this contract (the bargain struck with the Customer), in the event of a government-mandated cost increase ▇▇▇▇▇ will adjust its pricing. After this sentence: “ALL PRICING SHALL BE FIRM AND CALCULABLE AT THE TIME OF SALE DURING THE LIFE OF THE CONTRACT AND MUST CONFORM AND COMPLY WITH THE VENDOR’S PROPOSED PRICING MODEL IN RESPONSE TO THE ORIGINAL SOLICITATION.”, add: “Upon thirty (30) days prior written notice, TIPS agrees that pricing will be adjusted by Vendor annually and, additionally, to reflect increases in wage and/or related tax, benefit and other costs as the result of any legislative change, agency guidance or determination, order or action by or under any applicable governmental authority, insurance, or benefit program (including, but not limited to, increases in costs for Vendor to comply with the provisions of recent laws or related guidance). Adjustments will be applied as of the effective date of the increased tax, benefit, or cost. Vendor will also adjust pricing for changes in sales, use, or gross receipts taxes.” Does the vendor agree with the language in the Vendor Agreement? Yes, I agree * 80 Agreement Exceptions/Deviations Explanation If the proposing Vendor desires to deviate form the Vendor Agreement language, all such deviations must be listed on this attribute, with complete and detailed conditions and information included. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any proposal based upon any deviations indicated below. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Vendor Agreement. Maximum 4000 characters allowed 81 Felony Conviction Notice Texas Education Code, Section 44.034, Notification of Criminal History, Subsection (a), states “a person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony.” Subsection (b) states “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 B. Firm not owned nor operated by felon; per above *?

Solicitation Exceptions/Deviations Explanation. If the bidder intends to deviate from the General Conditions Standard Terms and Conditions or Item Specifications listed in this proposal invitation, all such deviations must be listed on this attribute, with complete and detailed conditions and information included or attached. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any bid based upon any deviations indicated below or in any attachments or inclusions. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Standard Terms and Conditions, Item Specifications, and all other information contained in this Solicitation. Maximum 4000 characters allowed 79 TIPS VENDOR AGREEMENT, Freight – Stricken in its entirety. Replace with the following: Freight and shipping charges will be reflected on all quotes, orders, and invoices as prepaid and added, FOB Origin, unless otherwise indicated. Additional fees may be incurred for any special services including, but not limited to, the following: liftgate services, white glove services, 24 hour advance notifications, delivery area surcharges, hazardous material surcharges, residential deliveries, Saturday charge deliveries, inside delivery (threshold only). ?TIPS VENDOR AGREEMENT, Warranty – Append to end of clause: All warranties from the original manufacturers are hereby irrevocably assigned to TIPS members and all documents evidencing the same will be included with the items. Global Industrial will assist TIPS members in maintaining continuity of such warranties, and shall take all reasonable steps to assist TIPS members in asserting and processing warranty claims directly with the manufacturers. ?TIPS VENDOR AGREEMENT, Shipments – Strike last sentence. Replace with the following: Orders containing items deemed non-cancellable or non-returnable shall not be cancellable. ?TIPS VENDOR AGREEMENT, Payments – Strike “after receiving invoice and in compliance with applicable payment statute(s), whichever is the greater time or as otherwise provided by an agreement of the parties.” Replace with the following: “shall pay Net 30 days from date of invoice (subject to member being approved for open terms).” ?TIPS VENDOR AGREEMENT, Indemnity – Stricken in its entirety. Replace with the following: The Vendor agrees to indemnify and hold harmless and defend TIPS, TIPS Member(s), officers and employees from and against all claims and suits by third parties for injuries to persons (including death), property damages, losses, and expenses including court costs and reasonable attorney’s fees, arising out of, or resulting from, Vendor’s performance under this Agreement, 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. Parties found liable shall pay their proportionate share as agreed to by the parties or as ordered by a court of competent jurisdiction over the case. Per Texas Education Code §44.032(f), and pursuant to its requirements only, reasonable attorney’s fees are recoverable by the prevailing party in any dispute resulting in litigation. Notwithstanding the foregoing, the indemnification provided hereunder shall not exceed the aggregate amount paid by TIPS or its Members to Contractor for its products under this Agreement. This indemnity shall expire on the second anniversary of the date of sale of the goods for which indemnity is being claimed and shall not apply to any consequential, indirect, incidental, special, punitive, loss of profit or lost opportunity damages. ?TIPS VENDOR AGREEMENT, Termination for Convenience of TIPS Agreement Deviation/Compliance Only – Strike “The vendor will be paid for goods and services delivered prior to the termination provided that the goods and services were delivered in accordance with the terms and conditions of the terminated agreement.” Replace with the following: TIPS members will be responsible for payment of invoices for goods shipped, dated up to and including the date of termination. ?Special Terms and Conditions, Orders – Strike “3 business days” and replace with the following: “a reasonable time.” ?Certification by Corporate Offeror - Due to the current COVID-19 pandemic, our corporate offices are closed and our corporate seal could not be embossed for this submittal. Upon request Global Industrial will provide a copy of this Certification with seal provided our offices have reopened. ?Global Industrial does not use Manufacturer’s Suggested Retail Price, but instead offers a discount off our already reduce Does the vendor agree with the language in the Vendor Agreement? Yes, I agree * 80 Agreement Exceptions/Deviations Explanation If the proposing Vendor desires to deviate form the Vendor Agreement language, all such deviations must be listed on this attribute, with complete and detailed conditions and information included. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any proposal based upon any deviations indicated below. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Vendor Agreement. Maximum 4000 characters allowed 81 Felony Conviction Notice Texas Education Code, Section 44.034, Notification of Criminal History, Subsection (a), states “a person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony.” Subsection (b) states “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 B. Firm not owned nor operated by felon; per above *?

Solicitation Exceptions/Deviations Explanation. If the bidder intends to deviate from the General DLT takes exception to the Conditions Standard Terms and Conditions or Item following term: Specifications listed in this proposal invitation, all such deviations must be listed on this attribute, with complete LIMITATION OF LIABILITY – and detailed conditions and information included or Waiver: BY SUBMITTING A attached. PROPOSAL, OFFERER TIPS will consider any deviations in its proposal award EXPRESSLY AGREES TO WAIVE decisions, and TIPS reserves the right to accept or reject ANY CLAIM IT HAS OR MAY HAVE any bid based upon any deviations indicated below or in AGAINST BOTH THE any attachments or inclusions. INTERLOCAL PURCHASING In the absence of any deviation entry on this attribute, the SYSTEM REGION 8 EDUCATION proposer assures TIPS of their full compliance with the SERVICE CENTER, ITS Standard Terms and Conditions, Item Specifications, and DIRECTORS, OFFICERS, ITS all other information contained in this Solicitation. Maximum 4000 characters allowed TRUSTEES, OR AGENTS ARISING OUT OF OR IN CONNECTION WITH (1) THE ADMINISTRATION, EVALUATION, RECOMMENDATION OF ANY PROPOSAL; (2) ANY REQUIREMENTS UNDER THE SOLICITATION, PROPOSAL PACKAGE, OR RELATED DOCUMENTS; (3) THE REJECTION OF ANY PROPOSAL OR ANY PART OF ANY PROPOSAL; AND/OR (4) THE AWARD OF AN AGREEMENT, IF ANY. NEITHER REGION 8 ESC NOR TIPS SHALL BE RESPONSIBLE OR LIABLE FOR ANY COSTS INCURRED BY PROPOSERS OR THE SELECTED CONTRACTOR IN CONNECTION WITH RESPONDING TO THE SOLICITATION, PREPARING FOR ORAL PRESENTATIONS, PREPARING AND SUBMITTING A PROPOSAL, ENTERING OR NEGOTIATING THE TERMS OF AN AGREEMENT, OR ANY OTHER EXPENSES INCURRED BY A PROPOSER. THE PROPOSER OR SELECTED CONTRACTOR IS WHOLLY RESPONSIBLE FOR ANY SUCH COSTS AND EXPENSES AND SHALL NOT BE REIMBURSED IN ANY MANNER BY REGION 8 ESC OR TIPS. 79 Agreement Deviation/Compliance Does the vendor agree with the language in the Vendor No Agreement? Yes, I agree * 80 Agreement Exceptions/Deviations Explanation If the proposing Vendor desires to deviate form the Vendor Agreement language, all such deviations must be listed on this attribute, with complete and detailed conditions and information included. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any proposal based upon any deviations indicated below. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Vendor Agreement. Maximum 4000 characters allowed 81 Felony Conviction Notice Texas Education Code, Section 44.034, Notification of Criminal History, Subsection (a), states “a person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony.” Subsection (b) states “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 B. Firm not owned nor operated by felon; per above *?

Solicitation Exceptions/Deviations Explanation. If the bidder intends to deviate from the General Conditions Standard Terms and Conditions or Item Specifications listed li sted in this proposal invitation, all such deviations must be listed on this attribute, with complete and detailed conditions conditi ons and information included or attached. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any bid based upon any deviations indicated below or in any attachments or inclusions. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Standard St andard Terms and Conditions, Item Specifications, and all other information contained in this Solicitation. Maximum 4000 characters allowed 79 TIPS VENDOR AGREEMENT, Freight – Stricken in its entirety. Replace with the following: Freight and shipping cha rges will be reflected on all quotes, orders, and invoices as prepaid and added, FOB Origin, unless otherwise indic ated. Additional fees may be incurred for any special services including, but not limited to, the following: liftgate ser vices, white glove services, 24 hour advance notifications, delivery area surcharges, hazardous material surcharg es, residential deliveries, Saturday charge deliveries, inside delivery (threshold only). TIPS VENDOR AGREEMENT, Warranty – Append to end of clause: All warranties from the original manufacturers a re hereby irrevocably assigned to TIPS members and all documents evidencing the same will be included with the i tems. Global Industrial will assist TIPS members in maintaining continuity of such warranties, and shall take all reas onable steps to assist TIPS members in asserting and processing warranty claims directly with the manufacturers. TIPS VENDOR AGREEMENT, Shipments – Strike last sentence. Replace with the following: Orders containing item s deemed non-cancellable or non-returnable shall not be cancellable. TIPS VENDOR AGREEMENT, Payments – Strike “the vendor assigned dealer or as agreed by the Vendor and the TIPS Member after receiving invoice and in compliance with applicable payment statute(s), whichever is the greate r time or as otherwise provided by an agreement of the parties.” Replace with the following: net 30 days from date of invoice (subject to member being approved for open terms). TIPS VENDOR AGREEMENT, Indemnity – Stricken in its entirety. Replace with the following: The Vendor agrees to indemnify and hold harmless and defend TIPS, TIPS Member(s), officers and employees from and against all claim s and suits by third parties for injuries to persons (including death), property damages, losses, and expenses inclu ding court costs and reasonable attorney’s fees, arising out of, or resulting from, Vendor’s performance under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in w hole or in part, upon allegations of negligent or intentional acts on the part of the Vendor, its officers, employees, a gents, subcontractors, licensees, or invitees. Parties found liable shall pay their proportionate share as agreed by the parties or as ordered by a court of competent jurisdiction over the case. Per Texas Education Code §44.032(f), and pursuant to its requirements only, reasonable Attorney’s fees are recoverable by the prevailing party in any ▇▇ ▇▇▇▇▇ resulting in litigation. Notwithstanding the foregoing, the indemnification provided hereunder shall not exceed the aggregate amount paid by TIPS or its Members to Contractor for its products under this Agreement. This inde mnity shall expire on the second anniversary of the date of sale of the goods for which indemnity is being claimed. The indemnity provided hereunder shall not apply to any consequential, indirect, incidental, special, punitive, loss of profit or lost opportunity damages. TIPS VENDOR AGREEMENT, Termination for Convenience of TIPS Agreement Deviation/Compliance Only – Strike “The vendor will be p aid for goods and services delivered prior to the termination provided that the goods and services were delivered i n accordance with the terms and conditions of the terminated agreement.” Replace with the following: TIPS membe rs will be responsible for payment of invoices for goods shipped, dated up to and including the date of termination. Special Terms and Conditions, Orders – Strike “3 business days” and replace with the following: “a reasonable ▇▇▇ e”. Global Industrial does not use Manufacturer’s Suggested Retail Price, but instead offers a discount off our already reduced list price. “List price” shall be defined as that price which is indicated on our website, www.globalindustrial. com, on the date of purchase. Please see full exceptions letter! Does the vendor agree with the language in the Vendor Agreement? Yes, I agree * 80 Agreement Exceptions/Deviations Explanation If the proposing Vendor desires to deviate form the Vendor Agreement language, all such deviations must be listed on this attribute, with complete and detailed conditions and information included. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any proposal based upon any deviations indicated below. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Vendor Agreement. Maximum 4000 characters allowed 81 Felony Conviction Notice Texas Education Code, Section 44.034, Notification of Criminal History, Subsection (a), states “a person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony.” Subsection (b) states “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 B. Firm not owned nor operated by felon; per above *?