KORG U.S.A., Inc., (dba SoundTree) TIPS Agreement

                                TIPS VENDOR AGREEMENT
                          <KZ'h͘^͕͘͘/ŶĐ͘;ĚďĂͬ^ŽƵŶĚdƌĞĞͿ
         Between_____________                                                                          and
                                                  (Company Name)

                        THE INTERLOCAL PURCHASING SYSTEM (TIPS),
                  a Department of Texas Education Service Center Region 8 for
                  TIPS RFP 210302 Music Instruments, Sheet Music and Repair Services


  General Information

  The Vendor Agreement (“Agreement”) made and entered into by and between The Interlocal Purchasing
  System (hereinafter “TIPS”) a government cooperative purchasing program authorized by the Region 8
  Education Service Center, having its principal place of business at 4845 US Hwy 271 North, Pittsburg, Texas
  75686 and the TIPS Vendor. This Agreement consists of the provisions set forth below, including provisions
  of 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 unless otherwise agreed by the
  parties in writing and by signature and date on the attachment.
  A Purchase Order (“PO”), Agreement or Contract is the TIPS Member’s approval providing the authority to
  proceed with the negotiated delivery order under the Agreement. Special terms and conditions as agreed
  between the Vendor and TIPS Member should be added as addendums to the Purchase Order, Agreement
  or Contract. Items such as certificate of insurance, bonding requirements, small or disadvantaged business
  goals are some, but not all, of the possible addendums.


                                    Terms and Conditions
  Freight
  All quotes to Members shall provide a line item for cost for freight or shipping regardless if there is a charge
  or not. If no charge for freight or shipping, indicate by stating “No Charge”, “$0”, “included in price” or other
  similar indication. Otherwise, all shipping, freight or delivery changes shall be passed through to the TIPS
  Member at cost with no markup and said charges shall be agreed by the TIPS Member unless alternative
  shipping terms are agreed by TIPS as a result of the proposal award.

  Warranty Conditions
  All new supplies equipment and services shall include manufacturer's minimum standard warranty unless
  otherwise agreed to in writing. Vendor shall be legally permitted to sell all products offered for sale to TIPS
  Members if the offering is included in the Request for Proposal (“RFP”) category. All goods proposed and
  sold shall be new unless clearly stated in writing.

  Customer Support
  The Vendor shall provide timely and accurate customer support for orders to TIPS Members as agreed by
  the Parties. Vendors shall respond to such requests within a commercially reasonable time after receipt of
  the request. If support and/or training is a line item sold or packaged with a sale, support shall be as agreed
  with the TIPS Member.


TIPS Vendor Agreement 06022020_sr                                                                      Page 1
  Agreements
  Agreements for purchase will normally be put into effect by means of a purchase order(s) executed by
  authorized agents of the TIPS Member participating government entities, but other means of placing an
  order may be used at the Member’s discretion.

  Tax exempt status
  Most TIPS Members are tax exempt and the related laws and/or regulations of the controlling jurisdiction(s)
  of the TIPS Member shall apply.

  Assignments of Agreements
  No assignment of this Agreement may be made without the prior notification of TIPS. Written approval of
  TIPS shall not be unreasonably withheld. Payment for delivered goods and services can only be made to the
  awarded Vendor, Vendor designated reseller or vendor assigned company.

  Disclosures
    x   Vendor and TIPS affirm that he/she, or any authorized employees or agents, has not given, offered to
        give, nor intends to give at any time hereafter any economic opportunity, future employment, gift,
        loan, gratuity, special discount, trip, favor or service to a public servant in connection with this
        Agreement.

    x   Vendor shall attach, in writing, a complete description of any and all relationships that might be
        considered a conflict of interest in doing business with the TIPS program.

    x   The Vendor affirms that, to the best of his/her knowledge, the offer has been arrived at
        independently, and is submitted without collusion with anyone to obtain information or gain any
        favoritism that would in any way limit competition or give an unfair advantage over other vendors in
        the award of this Agreement.

Term of Agreement and Renewals
The Agreement with TIPS is for approximately three (3) years with an option for renewal for an additional one
(1) consecutive year. If TIPS offers the renewal extension year, the Vendor will be notified by email to the primary
contact of the awarded Vendor and shall be deemed accepted by the Vendor unless the awarded Vendor notifies
TIPS of its objection to the additional term. TIPS may or may not exercise the available extension(s) provided in
the original solicitation beyond the base three-year term. Whether or not to offer the extension is at the sole
discretion of TIPS.

“Start Date” for Term Calculation Purposes Only: Regardless of actual award/effective date of Contract, for
Agreement “term” calculation purposes only, the Agreement “start date” is the last day of the month that Award
Notifications are anticipated as published in the Solicitation
Example: If the anticipated award date published in the Solicitation is May 22, 2020 but extended negotiations
delay award until June 27, 2020 The end date of the resulting initial “three-year” term Agreement, (which is
subject to an extension(s)) will still be May 31, 2023.

“Termination Date”: The scheduled Agreement “termination date” shall be the last day of the month of the
month of the Original Solicitation’s Anticipated Award Date plus three years.
Example: If the original term is approximately three years, and the solicitation provides an anticipated award
date of May 22, 2020, the expiration date of the original three-year term shall be May 31, 2023.



TIPS Vendor Agreement 06022020_sr                                                                    Page 2
Extensions: Any extensions of the original term shall begin on the next day after the day the original term
expires.
Example Following the Previous Example: If TIPS offers a one-year extension, the expiration of the extended term
shall be May 31, 2024.

TIPS may offer to extend Vendor Agreements to the fullest extent the original Solicitation permits.

  Automatic Renewal Clauses Incorporated in Awarded Vendor Agreements with TIPS Members Resulting from the
  Solicitation and with the Vendor Named in this Agreement.
  No Agreement for goods or services with a TIPS Member by the awarded vendor named in this Agreement
  that results from the solicitation award named in this Agreement, may incorporate an automatic renewal
  clause that exceeds month to month terms with which the TIPS Member must comply. All renewal terms
  incorporated in an Agreement by the vendor with the TIPS Member shall only be valid and enforceable when
  the vendor receives written confirmation by purchase order, executed Agreement or other written
  instruction issued by the TIPS Member for any renewal period. The purpose of this clause is to avoid a TIPS
  Member inadvertently renewing an Agreement during a period in which the governing body of the TIPS
  Member has not properly appropriated and budgeted the funds to satisfy the Agreement renewal. This term
  is not negotiable and any Agreement between a TIPS Member and a TIPS awarded vendor with an automatic
  renewal clause that conflicts with these terms is rendered void and unenforceable.

  Shipments
  The Vendor shall ship, deliver or provide ordered products or services within a commercially reasonable time
  after the receipt of the order from the TIPS Member. If a delay in said delivery is anticipated, the Vendor
  shall notify TIPS Member as to why delivery is delayed and shall provide an estimated time for completion
  of the order. TIPS or the requesting entity may cancel the order if estimated delivery time is not acceptable
  or not as agreed by the parties.

  Invoices
  Each invoice or pay request shall include the TIPS Member’s purchase order number or other identifying
  designation as provided in the order by the TIPS Member. If applicable, the shipment tracking number or
  pertinent information for verification of TIPS Member receipt shall be made available upon request.

  Payments
  The TIPS Member will make payments directly to the Vendor, 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 greater time or as otherwise provided by an agreement of the parties.

  Pricing
  Price increases will be honored according to the terms of the solicitation. All pricing submitted to TIPS shall
  include the participation fee, as provided in the solicitation, to be remitted to TIPS by the Vendor. Vendor
  will not show adding the fee to the invoice presented to TIPS Member customer.

  Participation Fees and Reporting of Sales to TIPS by Vendor
  The Participation Fee that was published as part of the Solicitation and the fee published is the legally effective
  fee, along with any fee conditions stated in the Solicitation. Collection of the fees by TIPS is required under
  Texas Government Code §791.011 Et seq. Fees are due on all TIPS purchases reported by either Vendor or
  Member. Fees are due to TIPS upon payment by the Member to the Vendor, Reseller or Vendor Assigned


TIPS Vendor Agreement 06022020_sr                                                                      Page 3
  Dealer. Vendor, Reseller or Vendor Assigned Dealer agrees that the participation fee is due to TIPS for all
  Agreement sales immediately upon receipt of payment including partial payment, from the Member Entity
  and must be paid to TIPS at least on a monthly basis, specifically within 31 calendar days of receipt of payment,
  if not more frequently, or as otherwise agreed by TIPS in writing and signed by an authorized signatory of TIPS.
  Thus, when an awarded Vendor, Reseller or Vendor Assigned Dealer receives any amount of payment, even
  partial payment, for a TIPS sale, the legally effective fee for that amount is immediately due to TIPS from the
  Vendor and fees due to TIPS should be paid at least on a monthly basis, specifically within 31 calendar days of
  receipt of payment, if not more frequently.

  Reporting of Sales to TIPS by Vendor
  Vendor is required to report all sales under the TIPS contract to TIPS. When a public entity initiates a purchase
  with a TIPS Awarded Vendor, if the Member inquires verbally or in writing whether the Vendor holds a TIPS
  Contract, it is the duty of the Vendor to verify whether or not the Member is seeking a TIPS purchase. Once
  verified, the Vendor must include the TIPS Contract number on any communications and related sales
  documents exchanged with the TIPS Member entity. To report sales, the Vendor must login to the TIPS Vendor
  Portal online at https://www.tips-usa.com/vendors_form.cfm and click on the PO’s and Payments tab. Pages
  3-7 of the Vendor Portal User Guide will walk you through the process of reporting sales to TIPS. Please refer
  to the TIPS Accounting FAQ’s for more information about reporting sales and if you have further questions,
  contact the Accounting Team at accounting@tips-usa.com. The Vendor or vendor assigned dealers are
  responsible for keeping record of all sales that go through the TIPS Agreement and submitting same to TIPS.
  Failure to render the participation fee to TIPS shall constitute a breach of this agreement with our parent
  governmental entity, Texas Education Service Center Region 8, as established by the Texas legislature and shall
  be grounds for termination of this agreement and any other agreement held with TIPS and possible legal
  action. Any overpayment of participation fees to TIPS by a Vendor will be refunded to the Vendor within ninety
  (90) days of receipt of notification if TIPS receives written notification of the overpayment not later than the
  expiration of six (6) months from the date of overpayment and TIPS determines that the amount was not
  legally due to TIPS pursuant to this agreement and applicable law. It is the Vendor’s responsibility to identify
  which sales are TIPS Agreement sales and pay the correct participation fee due for TIPS Agreement sales. Any
  notification of overpayment received by TIPS after the expiration of six (6) months from the date of
  overpayment will be non-refundable. Region 8 ESC and TIPS reserve the right to extend the six (6) month
  deadline to notify if approved by the Region 8 ESC Board of Directors. TIPS reserves all rights under the law to
  collect the fees due. Please contact TIPS at tips@tips-usa.com or call (866) 839-8477 if you have questions
  about paying fees.

  Indemnity
  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 damages, 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 of damages as agreed by the parties or as
  ordered by a court of competent jurisdiction over the case. NO LIMITATION OF LIABILITY FOR DAMAGES
  FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED BY TIPS/ESC REGION 8. 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.

  State of Texas Franchise Tax


TIPS Vendor Agreement 06022020_sr                                                                    Page 4
  By signature hereon, the Vendor hereby certifies that he/she is not currently delinquent in the payment of
  any franchise taxes owed the State of Texas under Chapter 171, Tax Code.

  Miscellaneous
  The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion
  and that any Vendor may be removed from the participation in the Program at any time with or without
  cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be
  construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the
  right to request additional proposals for items or services already on Agreement at any time.

  Purchase Order Pricing/Product Deviation
  If a deviation of pricing/product on a Purchase Order or contract modification occurs between the Vendor
  and the TIPS Member, TIPS must be notified within five (5) business days of receipt of change order.

  Termination for Convenience of TIPS Agreement Only
  TIPS reserves the right to terminate this agreement for cause or no cause for convenience with a thirty (30)
  days prior written notice. Termination for convenience is conditionally required under Federal Regulations 2
  CFR part 200 if the customer is using federal funds for the procurement. All purchase orders presented to
  the Vendor, but not fulfilled by the Vendor, by a TIPS Member prior to the actual termination of this
  agreement shall be honored at the option of the TIPS Member. The awarded Vendor may terminate the
  agreement with ninety (90) days prior written notice to TIPS 4845 US Hwy North, Pittsburg, Texas 75686.
  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.
  This termination clause does not affect the sales agreements executed by the Vendor and the TIPS Member
  customer pursuant to this agreement. TIPS Members may negotiate a termination for convenience clause
  that meets the needs of the transaction based on applicable factors, such as funding sources or other
  needs.

  TIPS Member Purchasing Procedures
  Usually, purchase orders or their equal are issued by participating TIPS Member to the awarded vendor and
  should indicate on the order that the purchase is per the applicable TIPS Agreement Number. Orders are
  typically emailed to TIPS at tipspo@tips-usa.com.
     • Awarded Vendor delivers goods/services directly to the participating member.
     • Awarded Vendor invoices the participating TIPS Member directly.
     • Awarded Vendor receives payment directly from the participating member.
  •     Fees are due to TIPS upon payment by the Member to the Vendor. Vendor agrees to pay the
  participation fee to TIPS for all Agreement sales upon receipt of payment including partial payment, from
  the Member Entity or as otherwise agreed by TIPS in writing and signed by an authorized signatory of TIPS.

  Licenses
  Awarded Vendor shall maintain, in current status, all federal, state and local licenses, bonds and permits
  required for the operation of the business conducted by awarded Vendor. Awarded Vendor shall remain
  reasonably fully informed of and in compliance with all ordinances and regulations pertaining to the lawful
  provision of goods or services under the Agreement. TIPS and TIPS Members reserves the right to stop work
  and/or cancel an order or terminate this or any other sales Agreement of any awarded Vendor whose license(s)
  required for performance under this Agreement have expired, lapsed, are suspended or terminated subject
  to a 30-day cure period unless prohibited by applicable statue or regulation.



TIPS Vendor Agreement 06022020_sr                                                                  Page 5
  Novation
  If awarded Vendor sells or transfers all assets, rights or the entire portion of the assets or rights required to
  perform this Agreement, a successor in interest must guarantee to perform all obligations under this
  Agreement. A simple change of name agreement will not change the Agreement obligations of awarded
  vendor. TIPS will consider Contract Assignments on a case by case basis. TIPS must be notified within five
  (5) business days of the transfer of assets or rights.

  Site Requirements (only when applicable to service or job)
     Cleanup: When performing work on site at a TIPS Member’s property, awarded Vendor shall clean up and
     remove all debris and rubbish resulting from their work as required or directed by TIPS Member or as
     agreed by the parties. Upon completion of work, the premises shall be left in good repair and an orderly,
     neat, clean and unobstructed condition.
     Preparation: Awarded Vendor shall not begin a project for which TIPS Member has not prepared the site,
     unless awarded Vendor does the preparation work at no cost, or until TIPS Member includes the cost of
     site preparation in a purchase order. Site preparation includes, but is not limited to: moving furniture,
     installing wiring for networks or power, and similar pre-installation requirements.
     Registered sex offender restrictions: For work to be performed at schools, awarded Vendor agrees that
     no employee of a subcontractor who has been adjudicated to be a registered sex offender will perform
     work at any time when students are, or reasonably expected to be, present unless otherwise agreed by
     the TIPS Member. Awarded Vendor agrees that a violation of this condition shall be considered a material
     breach and may result in the cancellation of the purchase order at the TIPS Member’s discretion. Awarded
     Vendor must identify any additional costs associated with compliance of this term. If no costs are
     specified, compliance with this term will be provided at no additional charge. Safety measures: Awarded
     Vendor shall take all reasonable precautions for the safety of employees on the worksite, and shall erect
     and properly maintain all necessary safeguards for protection of workers and the public. Awarded Vendor
     shall post warning signs against all hazards created by the operation and work in progress. Proper
     precautions shall be taken pursuant to state law and standard practices to protect workers, general public
     and existing structures from injury or damage.

  Safety Measures
  Awarded Vendor shall take all reasonable precautions for the safety of employees on the worksite, and shall
  erect and properly maintain all necessary safeguards for protection of workers and the public. Awarded
  vendor shall post warning signs against all hazards created by the operation and work in progress. Proper
  precautions shall be taken pursuant to state law and standard practices to protect workers, general public
  and existing structures from injury or damage.

  Smoking
  Persons working under Agreement shall adhere to the TIPS Member’s or local smoking statutes, codes or
  policies.

  Marketing
  Awarded Vendor agrees to allow TIPS to use their name and logo within TIPS website, marketing materials
  and advertisement subject to any reasonable restrictions provided to TIPS in the Proposal to the
  Solicitation. The Vendor may submit an acceptable use directive for Vendor’s names and logos with which
  TIPS agrees to comply. Any use of TIPS name and logo or any form of publicity, inclusive of press release,
  regarding this Agreement by awarded vendor must have prior approval from TIPS which will not be
  unreasonably withheld. Request may be made by email to TIPS@TIPS-USA.COM.



TIPS Vendor Agreement 06022020_sr                                                                      Page 6
  Supplemental Agreements
  The TIPS Member entity participating in the TIPS Agreement and awarded Vendor may enter into a separate
  Supplemental Agreement or contract to further define the level of service requirements over and above
  the minimum defined in this Agreement such as but not limited to, invoice requirements, ordering
  requirements, specialized delivery, etc. Any Supplemental Agreement or contract developed as a result of
  this Agreement is exclusively between the TIPS Member entity customer and the Vendor. TIPS, its agents,
  TIPS Members and employees not a party to the Supplemental Agreement with the TIPS Member customer,
  shall not be made party to any claim for breach of such agreement unless named and agreed by the Party
  in question in writing in the agreement. If a Vendor submitting a Proposal requires TIPS and/or TIPS
  Member to sign an additional agreement, those agreements shall comply with the award made by TIPS to
  the Vendor. Supplemental Vendor’s Agreement documents may not become part of TIPS’ Agreement with
  Vendor unless and until an authorized representative of TIPS reviews and approves it. TIPS review and
  approval may be at any time during the life of this Vendor Agreement. TIPS permits TIPS Members to
  negotiate additional terms and conditions with the Vendor for the provision of goods or services under the
  Vendor’s TIPS Agreement so long as they do not materially conflict with this Agreement.

  Survival Clause
  All applicable sales, leases, Supplemental Agreements, contracts, software license agreements, warranties or
  service agreements that were entered into between Vendor and TIPS or the TIPS Member Customer under
  the terms and conditions of this Agreement shall survive the expiration or termination of this Agreement. All
  Orders, Purchase Orders issued or contracts executed by TIPS or a TIPS Member and accepted by the Vendor
  prior to the expiration or termination of this agreement, shall survive expiration or termination of the
  Agreement, subject to previously agreed terms and conditions agreed by the parties or as otherwise
  specified herein relating to termination of this agreement.

  Legal obligations
  It is the responding Vendor’s responsibility to be aware of and comply with all local, state and federal laws
  governing the sale of products/services identified in the applicable Solicitation that resulted in this Vendor
  Agreement and any awarded Agreement thereof. Applicable laws and regulations must be followed even if
  not specifically identified herein.

  Audit rights
  Due to transparency statutes and public accountability requirements of TIPS and TIPS Members’, the
  awarded Vendor shall, at their sole expense, maintain appropriate due diligence of all purchases made by
  TIPS Member that utilizes this Agreement. TIPS and Region 8 ESC each reserve the right to audit the
  accounting of TIPS related purchases for a period of three (3) years from the time such purchases are made.
  This audit right shall survive termination of this Agreement for a period of one (1) year from the effective
  date of termination. In order to ensure and confirm compliance with this agreement, TIPS shall have
  authority to conduct audits of Awarded Vendor’s pricing or TIPS transaction documentation with TIPS
  Members with 30 days’ notice unless the audit is ordered by a Court Order or by a Government Agency with
  authority to do so without notice. Notwithstanding the foregoing, in the event that TIPS is made aware of
  any pricing being offered to eligible entities that is materially inconsistent with the pricing under this
  agreement, TIPS shall have the ability to conduct the audit internally or may engage a third- party auditing
  firm to investigate any possible non- compliant conduct or may terminate the Agreement according to the
  terms of this Agreement. In the event of an audit, the requested materials shall be reasonably provided in
  the time, format and at the location acceptable to Region 8 ESC or TIPS. TIPS agrees not to perform a random
  audit the TIPS transaction documentation more than once per calendar year, but reserves the right to audit
  for just cause or as required by any governmental agency or court with regulatory authority over TIPS or the


TIPS Vendor Agreement 06022020_sr                                                                   Page 7
  TIPS Member.

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

  Choice of Law
  The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting
  from this procurement process, however described, shall be governed by, construed and enforced in
  accordance with the laws of the State of Texas, regardless of any conflict of laws principles.

  Venue, Jurisdiction and Service of Process
  Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting
  from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County,
  Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such
  proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees
  that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees
  not to bring any proceeding arising out of or relating to this procurement process or any contract resulting
  from or any contemplated transaction in any other court. The parties agree that either or both of them may
  file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely
  bargained for agreement between the parties irrevocably to waive any objections to venue or to
  convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be
  served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation,
  between TIPS and the Vendor shall be located in Camp or Titus County, Texas.

  Project Delivery Order Procedures
  The TIPS Member having approved and signed an interlocal agreement, or other TIPS Membership
  document, may make a request of the awarded Vendor under this Agreement when the TIPS Member desires
  goods or services awarded to the Vendor. Notification may occur via phone, the web, courier, email, fax, or
  in person. Upon notification of a pending request, the awarded Vendor shall acknowledge the TIPS
  Member’s request as soon as possible, but must make contact with the TIPS Member within two working
  days.

  Status of TIPS Members as Related to This Agreement
  TIPS Members stand in the place of TIPS as related to this agreement and have the same access to the
  proposal information and all related documents. TIPS Members have all the same rights under the awarded
  Agreement as TIPS.

  Vendor’s Resellers as Related to This Agreement
  Vendor’s Named Resellers (“Resellers”) under this Agreement shall comply with all terms and conditions of
  this agreement and all addenda or incorporated documents. All actions related to sales by Authorized
  Vendor’s Resellers under this Agreement are the responsibility of the awarded Vendor. If Resellers fail to
  report sales to TIPS under your Agreement, the awarded Vendor is responsible for their contractual failures


TIPS Vendor Agreement 06022020_sr                                                                   Page 8
  and shall be billed for the fees. The awarded Vendor may then recover the fees from their named reseller.

  Support Requirements
  If there is a dispute between the awarded Vendor and TIPS Member, TIPS or its representatives may, at TIPS
  sole discretion, assist in conflict resolution if requested by either party. TIPS, or its representatives, reserves
  the right to inspect any project and audit the awarded Vendor’s TIPS project files, documentation and
  correspondence related to the requesting TIPS Member’s order. If there are confidentiality requirements by
  either party, TIPS shall comply to the extent permitted by law.

  Incorporation of Solicitation
  The TIPS Solicitation which resulted in this Vendor Agreement, whether a Request for Proposals, the Request
  for Competitive Sealed Proposals or Request for Qualifications solicitation, or other, the Vendor’s response
  to same and all associated documents and forms made part of the solicitation process, including any
  addenda, are hereby incorporated by reference into this Agreement as if copied verbatim.

  SECTION HEADERS OR TITLES
  THE SECTON HEADERS OR TITLES WITHIN THIS DOCUMENT ARE MERELY GUIDES FOR CONVENIENCE AND
  ARE NOT FOR CLASSIFICATION OR LIMITING OF THE RESPONSIBILITES OF THE PARTIES TO THIS DOCUMENT.

  STATUTORY REQUIREMENTS
  Texas governmental entities are prohibited from doing business with companies that fail to certify to this
  condition as required by Texas Government Code Sec. 2270.


  By executing this agreement, you certify that you are authorized to bind the undersigned Vendor and that
  your company (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement.

  You certify that your company is not listed on and does not and will not do business with companies that are
  on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas
  Gov't Code 2270.0153 found at https://comptroller.texas.gov/purchasing/docs/foreign-terrorist.pdf

  You certify that if the certified statements above become untrue at any time during the life of this Agreement
  that the Vendor will notify TIPS within three (3) business day of the change by a letter on Vendor’s letterhead
  from and signed by an authorized representative of the Vendor stating the non-compliance decision and the
  TIPS Agreement number and description at:

  Attention: General Counsel
  ESC Region 8/The Interlocal Purchasing System (TIPS)
  4845 Highway 271 North
  Pittsburg, TX,75686
  And by an email sent to bids@tips-usa.com

  Insurance Requirements
  The undersigned Vendor agrees to maintain the below minimum insurance requirements for TIPS Contract
  Holders:

  General Liability                                       $1,000,000 each Occurrence/ Aggregate



TIPS Vendor Agreement 06022020_sr                                                                        Page 9
  Automobile Liability                                  $300,000 Includes owned, hired & non-owned
  Workers' Compensation                                 Statutory limits for the jurisdiction in which
                                                        the Vendor performs under this Agreement.
  Umbrella Liability                                    $1,000,000

  When the Vendor or its subcontractors are liable for any damages or claims, the Vendor’s policy, when the
  Vendor is responsible for the claim, must be primary over any other valid and collectible insurance carried
  by the Member. Any immunity available to TIPS or TIPS Members shall not be used as a defense by the
  contractor's insurance policy. The coverages and limits are to be considered minimum requirements and in
  no way limit the liability of the Vendor(s). Insurance shall be written by a carrier with an A-; VII or better
  rating in accordance with current A.M. Best Key Rating Guide. Only deductibles applicable to property
  damage are acceptable, unless proof of retention funds to cover said deductibles is provided. "Claims made"
  policies will not be accepted. Vendor’s required minimum coverage shall not be suspended, voided,
  cancelled, non-renewed or reduced in coverage or in limits unless replaced by a policy that provides the
  minimum required coverage except after thirty (30) days prior written notice by certified mail, return receipt
  requested has been given to TIPS or the TIPS Member if a project or pending delivery of an order is ongoing.
  Upon request, certified copies of all insurance policies shall be furnished to the TIPS or the TIPS Member.


                           Special Terms and Conditions
      • Orders: All Vendor orders received from TIPS Members must be emailed to TIPS at tipspo@tips-
        usa.com. Should a TIPS Member send an order directly to the Vendor, it is the Vendor’s responsibility
        to forward a copy of the order to TIPS at the email above within 3 business days and confirm its
        receipt with TIPS.
      • Vendor Encouraging Members to bypass TIPS agreement: Encouraging TIPS Members to purchase
        directly from the Vendor or through another agreement, when the Member has requested using the
        TIPS cooperative Agreement or price, and thereby bypassing the TIPS Agreement is a violation of the
        terms and conditions of this Agreement and will result in removal of the Vendor from the TIPS
        Program.
      • Order Confirmation: All TIPS Member Agreement orders are approved daily by TIPS and sent to the
        Vendor. The Vendor should confirm receipt of orders to the TIPS Member (customer) within 3
        business days.
      • Vendor custom website for TIPS: If Vendor is hosting a custom TIPS website, updated pricing when
        effective. TIPS shall be notified when prices change in accordance with the award.
      • Back Ordered Products: If product is not expected to ship within the time provided to the TIPS
        Member by the Vendor, the Member is to be notified within 3 business days and appropriate action
        taken based on customer request.

                  The TIPS Vendor Agreement Signature Page is inserted here.




TIPS Vendor Agreement 06022020_sr                                                                  Page 10
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Company Name     KORG U.S.A., Inc. (dba/SoundTree)
Address   316 South Service Rd.
City    Melville                                      State   NY Zip         11747
Phone   (631) 390-6574                        Fax   (631) 390-8548
Email of Authorized Representative   chrisk@soundtree.com
Name of Authorized Representative    Chris Kearney
Title   Education Technology Specialist
Signature of Authorized Representative

Date        3/4/21

TIPS Authorized Representative Name        Meredith Barton

Title     CHief Operating Officer

TIPS Authorized Representative Signature

Approved by ESC Region 8

Date     5-13-2021