Common use of Scope of Services Clause in Contracts

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order in the absence of a fully executed amendment of Purchase Order. 2.4 Pricing for items in Appendix A represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order in the absence of a fully n executed amendment of Purchase Order. 2.4 Pricing for items in Appendix A Attachment 1 represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order in the absence of a fully executed amendment of Purchase Order. 2.4 Pricing for items in Appendix A represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 3.1 The Contractor will provide CONSULTANT shall perform the following professional services: Traffic and Transportation Engineering and Planning Services as more specifically described in a written Purchase Order issued by NCTCOG or a TXShare Participating Entity. Any such Purchase Order is hereby Exhibit “A,” Scope of Services, attached hereto and incorporated by reference and made a part of this Agreement herein, and shall include, but not be subject limited to, services as applicable and authorized by individual Task Orders for the individual projects in accordance with Article 6 herein. CONSULTANT shall provide all services set forth in Exhibit “A” including all necessary, incidental and related activities and services required by the Scope of Services and contemplated in CONSULTANT’s level of effort. CONSULTANT will perform the Services in accordance with standard industry practices, with the care, knowledge and skill expected of similar engineering firms. No other warranties, express or implied are made or intended. 3.2 CITY and CONSULTANT acknowledge that the Scope of Services does not delineate every detail and minor work tasks required to be performed by CONSULTANT to complete the terms and conditions Project. If, during the course of the performance of the services included in this Agreement. In , CONSULTANT determines that work should be performed to complete the event Project which is in CONSULTANT’s opinion, outside the level of a conflict between any term effort originally anticipated, whether or provision in this Agreement not the Scope of Services identifies the work items, CONSULTANT shall notify Contract Administrator and any term or provision obtain written approval by the CITY in a Purchase Order, timely manner before proceeding with the term work. Notice to Contract Administrator does not constitute authorization or provision in this Agreement approval by CITY to perform the work. The CITY shall control unless the conflicting term or provision in this Agreement not pay for any work that is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed approved by the Contractor: i) Contract Administrator in writing. If CONSULTANT proceeds with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policiessaid work without notifying the Contract Administrator, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order said work shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changesdeemed to be within the original level of effort, or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order whether specifically addressed in the absence Scope of a fully executed amendment Services. Notice to Contract Administrator does not constitute authorization or approval by CITY to perform the work. Performance of Purchase Orderwork by CONSULTANT outside the originally anticipated level of effort without prior written CITY approval is at CONSULTANT’s sole risk. 2.4 Pricing for items in Appendix A represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order in the absence of a fully executed amendment of Purchase Order. 2.4 Pricing for items in Appendix A Attachment 1 represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order in the absence of a fully executed amendment of Purchase Order. 2.4 Pricing for items in Appendix A represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a any written Purchase Order Request for Services issued by NCTCOG or a TXShare Participating EntityEntities. Any such Purchase Order Request for Services is hereby incorporated by reference and made a part of this Agreement Agreement, and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase OrderRequest for Services, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase OrderRequest for Services. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ ' standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order Request for Services shall be set forth in a subsequent Purchase Order amendmentServices Order. Contractor will not implement any changes, changes or any new Services until a Purchase Services Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Services Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order Request for Services in the absence of a fully executed amendment of Purchase or Services Order. 2.4 Pricing for items in Appendix A found on the Pricing Sheet (Attachment I) represent the maximum cost for each item offered by the Contractor. Contractor and Pricing may be further negotiated by the Participating Entity may mutually agree and the Contractor, but is not to a lower cost for any item covered under this agreementexceed the cap established in the Pricing Sheet (Attachment 1).

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order in the absence of a fully executed amendment of Purchase Order. 2.4 Pricing for items in Appendix A Attachment #1 represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 (i) The Contractor will Parties hereby agree that ServiceCo shall assist with the evaluation and selection of Client’s investment advisors and monitor the performance, compliance and risk profile of the Client’s investment portfolio. (ii) At any time and from time to time, the Client may request from ServiceCo, and ServiceCo may elect to provide Services described in to the Client, certain additional investment advisory services, on a written Purchase Order issued by NCTCOG or a TXShare Participating Entityconsulting and/or administrative support basis. Any such Purchase Order is hereby incorporated by reference All services set forth above (the “Services”) and made a part of this Agreement and provided hereunder shall be governed by and subject to the terms such guidelines, procedures, objectives and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement limitations as may be established and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not approved from time to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed time by the Contractor: iBoard of Directors (the “Board”) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policiesof the Client (the “Guidelines”), a copy of which Guidelines, effective as of May 1, 2000, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entitiesis attached as Exhibit A hereto. 2.3 Any agreed1.2 The Services may be changed from time to time by an amendment, that has been approved, in writing, by the parties to this Agreement, provided such amendment is in accordance with the Guidelines. 1.3 The Client and ServiceCo hereby acknowledge that all employees rendering Services to the Client pursuant to this Agreement (each an “Employee”) shall remain at all times an employee of ServiceCo. In the performance of Services, the Employee shall report to and be under the sole control of ServiceCo, which shall have full authority to direct his or her activities in the performance of the Services provided hereunder. Client shall exercise no control over the Employee in the performance of his or her activities or of the Services. Subject to the Guidelines and the ultimate authority of the Board, ServiceCo will retain final decision-upon changes to a Purchase Order making authority in all matters in respect of which ServiceCo provides Services under this Agreement. 1.4 ServiceCo shall perform the Services as an independent contractor. Nothing contained herein shall be set forth in a subsequent Purchase Order amendmentconstrued to create the relation of partner, employer or employee or of principal and agent between the Client and ServiceCo. Contractor will not implement any changes, ServiceCo shall have no authority to negotiate or any new Services until a Purchase Order has been duly executed by Participating Entity. For transact business on behalf of Client without the avoidance express written consent of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order in the absence of a fully executed amendment of Purchase OrderClient. 2.4 Pricing for items 1.5 ServiceCo represents that it possesses and will maintain the appropriate licenses and authority to perform any Services required and requested hereunder. ServiceCo shall discharge its duties hereunder at all times in Appendix A represent the maximum cost for each item offered by the Contractor. Contractor good faith and Participating Entity may mutually agree to with that degree of prudence, diligence, care and skill which a lower cost for any item covered prudent person rendering services as an institutional investment adviser would exercise under this agreementsimilar circumstances.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order in the absence of a fully executed amendment of Purchase Order.. DocuSign Envelope ID: 7967CB13-CFD4-4A66-9C25-24650E545132 DocuSign Envelope ID: 8F279755-29D8-42DD-AEDC-36474A9CE08C 2.4 Pricing for items in Appendix A Attachment 1 represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a any written Purchase Order Request for Services issued by NCTCOG or a TXShare Participating EntityEntities. Any such Purchase Order Request for Services is hereby incorporated by reference and made a part of this Agreement Agreement, and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase OrderRequest for Services, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase OrderRequest for Services. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order Request for Services shall be set forth in a subsequent Purchase Order amendmentServices Order. Contractor will not implement any changes, changes or any new Services until a Purchase Services Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Services Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order Request for Services in the absence of a fully executed amendment of Purchase or Services Order. 2.4 Pricing for items in Appendix A found on the Pricing Sheet (Attachment 1) represent the maximum cost for each item offered by the Contractor. Contractor and Pricing may be further negotiated by the Participating Entity may mutually agree and the Contractor, but is not to a lower cost for any item covered under this agreementexceed the cap established in the Pricing Sheet (Attachment 1).

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order in the absence of a fully executed amendment of Purchase Order. 2.4 Pricing for items in Appendix A represent represents the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not n DocuSign Envelope ID: 3740A276-EB38-4F10-894C-4E4A3F4C5BD2 executed amendment of Purchase Order. ot included in a Purchase Order in the absence of a fully executed amendment of Purchase Order.fully 2.4 Pricing for items in Appendix A represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not n DocuSign Envelope ID: E7B71683-9687-4F44-888E-8E0E70006633 executed amendment of Purchase Order. ot included in a Purchase Order in the absence of a fully executed amendment of Purchase Order.fully 2.4 Pricing for items in Appendix A Attachment 1 represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not no DocuSign Envelope ID: D4757727-FB5B-4EBF-B579-5F939A8CF9C2 executed amendment of Purchase Order. t included in a Purchase Order in the absence of a fully executed amendment of Purchase Order.fully 2.4 Pricing for items in Appendix A represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not n DocuSign Envelope ID: 3F3B89D3-0178-4DC8-9F47-20AC66949169 executed amendment of Purchase Order. ot included in a Purchase Order in the absence of a fully executed amendment of Purchase Order.fully 2.4 Pricing for items in Appendix A A.1 represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes During the term of this Agreement, either party may request in writing a change to a Purchase the SOW (“Change Order”). A Change Order signed and dated by authorized representatives of each party will modify the SOW. It is mutually acknowledged and agreed that any such Change Order may affect the fees or charges payable to RapidDeploy and/or the project schedule. Neither party shall be set forth in a subsequent Purchase have any obligation respecting any change until an appropriate Change Order amendment. Contractor will not implement any changes, or any new Services until a Purchase Order has been duly amendment is executed and delivered by Participating Entityboth parties. For the avoidance of doubt, Contractor may from time to time (i) change the Contractor acknowledges that Services, or (ii) elect to cease providing any features or functionalities of the Services. NCTCOG or Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not Entity’s continued use of the Services after the effective date of any change will be liable for any amounts not included in a Purchase Order in deemed acceptance of the absence of a fully executed amendment of Purchase Ordermodified Services. 2.4 Pricing for items in Appendix A Attachment 1 represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not n DocuSign Envelope ID: 4D7475A4-9344-4DF4-A126-210D3ADE8464 DocuSign Envelope ID: 71A055B8-7F97-4A59-874B-5EC3332ABFA4 executed amendment of Purchase Order. ot included in a Purchase Order in the absence of a fully executed amendment of Purchase Order.fully 2.4 Pricing for items in Appendix A Attachment 1 represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order in the absence of a fully n executed amendment of Purchase Order. 2.4 Pricing for items in Appendix A represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a any written Purchase Order Request for Services issued by NCTCOG or a TXShare Participating EntityEntities. Any such Purchase Order Request for Services is hereby incorporated by reference and made a part of this Agreement Agreement, and shall be subject to the terms and conditions in this Agreement. In the event of a ofa conflict between any term or provision in this Agreement and any term or provision in a Purchase OrderRequest for Services, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase OrderRequest for Services. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ ' standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order Request for Services shall be set forth in a subsequent Purchase Order amendmentServices Order. Contractor will not implement any changes, changes or any new Services until a Purchase Services Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Services Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order Request for Services in the absence of a fully executed amendment of Purchase or Services Order. 2.4 Pricing for items in Appendix A found on the Pricing Sheet (Attachment 1) represent the maximum cost for each item offered by the Contractor. Contractor and Pricing may be further negotiated by the Participating Entity may mutually agree and the Contractor, but is not to a lower cost for any item covered under this agreementexceed the cap established in the Pricing Sheet (Attachment 1).

Scope of Services. 2.1 The Contractor will provide Services described 1.1 In consideration of the mutual covenants contained herein, CONSULTANT shall perform the Professional Consultant services (hereinafter referred to as the “Services”) for the Project as set forth in a written Purchase Order issued by NCTCOG or a TXShare Participating Entity. Any such Purchase Order Exhibit “A” (the “Scope of Services”), which is hereby incorporated by reference attached and made a part hereof, in accordance with the terms of this Agreement. 1.2 CONSULTANT will commence the Services upon receipt of an executed copy of this Agreement signed by an authorized representative of OWNER and by an authorized representative of CONSULTANT. 1.3 CONSULTANT shall not be responsible for any OWNER’s directive or substitution made without CONSULTANT’s agreement which shall not be unreasonably withheld. 1.4 OWNER, without invalidating this Agreement, may request changes within the general scope of the Services required by this Agreement by altering or adding to the Services to be performed, and any such changes in the Services shall be performed subject to the terms and conditions in this Agreement. In Upon receiving OWNER’s request, CONSULTANT shall return to OWNER a written change proposal (hereinafter referred to as “Supplemental Agreement”) setting forth an adjustment to the event Services, schedule and/or cost estimated by CONSULTANT to represent the value of a conflict between any term or provision the requested changes. Following OWNER’s review of CONSULTANT’s change proposal, OWNER shall execute said written Supplemental Agreement authorizing CONSULTANT to perform the changes in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase OrderServices. 2.2 1.5 The Parties acknowledge and agree that any and all opinions and cost estimates provided by CONSULTANT represent a professional opinion consistent with the normal and customary Standard of Care pursuant to Article 14. 1.6 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policiesdesigns, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructionsdrawings, specifications, guidelinesdocuments, and other work products of CONSULTANT, whether in hard copy or in electronic form, are Instruments of Service for this Project, whether the Project is completed or not. Xxxxx, change, or requirements provided alteration by NCTCOG and/or Participating EntitiesOWNER or by others acting through or on behalf of OWNER of any such Instruments of Service without the written permission of CONSULTANT will be at OWNER's sole risk. CONSULTANT shall own the final designs, drawings, specifications, and documents. 2.3 Any agreed-upon changes 1.7 Upon execution of this Agreement, CONSULTANT grants to OWNER a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will nonexclusive license to use CONSULTANT’s Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering, and adding to the Project, provided OWNER substantially performs its obligations, including, but not implement any changeslimited to, or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance prompt payment of doubtall sums when due, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order in the absence of a fully executed amendment of Purchase Order. 2.4 Pricing for items in Appendix A represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreementAgreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order in the absence of a fully executed amendment of Purchase Order. 2.4 Pricing for items in Appendix A represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not n DocuSign Envelope ID: B51EFE55-7ED2-400C-8200-798F5580A614 executed amendment of Purchase Order. ot included in a Purchase Order in the absence of a fully executed amendment of Purchase Order.fully 2.4 Pricing for items in Appendix A represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order in the absence of a fully executed amendment of Purchase Order.. DocuSign Envelope ID: 4BCE68CD-8B7B-4D39-A612-93A85813304D 2.4 Pricing for items in Appendix A Attachment 1 represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a any written Purchase Order Request for Services issued by NCTCOG or a TXShare Participating EntityEntities. Any such Purchase Order Request for Services is hereby incorporated by reference and made a part of this Agreement Agreement, and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase OrderRequest for Services, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase OrderRequest for Services. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ ' standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order Request for Services shall be set forth in a subsequent Purchase Order amendmentServices Order. Contractor will not implement any changes, changes or any new Services until a Purchase Services Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Services Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order Request for Services in the absence of a fully executed amendment of Purchase or Services Order. 2.4 Pricing for items in Appendix A found on the Pricing Sheet (Attachment 1) represent the maximum cost for each item offered by the Contractor. Contractor and Pricing may be further negotiated by the Participating Entity may mutually agree and the Contractor, but is not to a lower cost for any item covered under this agreementexceed the cap established in the Pricing Sheet (Attachment 1).

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not n DocuSign Envelope ID: 276888E7-DF69-47F2-A5F6-B743E991D6EE executed amendment of Purchase Order. ot included in a Purchase Order in the absence of a fully executed amendment of Purchase Order.fully 2.4 Pricing for items in Appendix A Attachment 1 represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not n DocuSign Envelope ID: C48ABFD2-23F2-47E7-8D07-AD844DF6D694 executed amendment of Purchase Order. ot included in a Purchase Order in the absence of a fully executed amendment of Purchase Order.fully 2.4 Pricing for items in Appendix A Attachment 1 represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms tenns and conditions in this Agreement. In the event of a conflict between any term tenn or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the ContractorContrador: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ ' standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order in the absence of a fully executed amendment of Purchase Order. 2.4 Pricing for items in Appendix A Attachment 1 represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not n DocuSign Envelope ID: F2366429-570F-4A9E-8017-D1E9C66140A0 executed amendment of Purchase Order. ot included in a Purchase Order in the absence of a fully executed amendment of Purchase Order.fully 2.4 Pricing for items in Appendix A A.1 represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable DocuSign Envelope ID: 5A4C267D-C06D-4BA7-911C-B5208DEE47CB laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order in the absence of a fully executed amendment of Purchase Order. 2.4 Pricing for items in Appendix A represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes During the term of this Agreement, either party may request in writing a change to a Purchase the SOW (“Change Order”). A Change Order signed and dated by authorized representatives of each party will modify the SOW. It is mutually acknowledged and agreed that any such Change Order may affect the fees or charges payable to RapidDeploy and/or the project schedule. Neither party shall be set forth in a subsequent Purchase have any obligation respecting any change until an appropriate Change Order amendment. Contractor will not implement any changes, or any new Services until a Purchase Order has been duly amendment is executed and delivered by Participating Entityboth parties. For the avoidance of doubt, upon written consent of the NCTCOG, Contractor acknowledges that may from time to time (i) change the Services, or (ii) elect to cease providing any features or functionalities of the Services. NCTCOG or Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not Entity’s continued use of the Services after the effective date of any change will be liable for any amounts not included in a Purchase Order in deemed acceptance of the absence of a fully executed amendment of Purchase Ordermodified Services. 2.4 Pricing for items in Appendix A Attachment 1 represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not n DocuSign Envelope ID: AF301672-7ECB-4680-A972-3C55E863A04A executed amendment of Purchase Order. ot included in a Purchase Order in the absence of a fully executed amendment of Purchase Order.fully 2.4 Pricing for items in Appendix A Attachment 1 represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not n DocuSign Envelope ID: 0BC1D945-6F8B-4B26-9C77-61F7D3CBC206 executed amendment of Purchase Order. ot included in a Purchase Order in the absence of a fully executed amendment of Purchase Order.fully 2.4 Pricing for items in Appendix A A.1 represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 (i) The Contractor will Parties hereby agree that ServiceCo shall assist with the evaluation and selection of Client’s investment advisors and monitor the performance, compliance and risk profile of the Client’s investment portfolio. (ii) At any time and from time to time, the Client may request from ServiceCo, and ServiceCo may elect to provide Services described in to the Client, certain additional investment advisory services, on a written Purchase Order issued by NCTCOG or a TXShare Participating Entityconsulting and/or administrative support basis. Any such Purchase Order is hereby incorporated by reference All services set forth above (the “Services”) and made a part of this Agreement and provided hereunder shall be governed by and subject to the terms such guidelines, procedures, objectives and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement limitations as may be established and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not approved from time to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed time by the Contractor: iBoard of Directors (the “Board”) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policiesof the Client (the “Guidelines”), a copy of which Guidelines, effective as of February 17, 2000, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entitiesis attached as Exhibit A hereto. 2.3 Any agreed1.2 The Services may be changed from time to time by an amendment that has been approved, in writing, by the parties to this Agreement, provided such amendment is in accordance with the Guidelines. 1.3 The Client and ServiceCo hereby acknowledge that all employees rendering Services to the Client pursuant to this Agreement (each an “Employee”) shall remain at all times an employee of ServiceCo. In the performance of Services, the Employee shall report to and be under the sole control of ServiceCo, which shall have full authority to direct his or her activities in the performance of the Services provided hereunder. Client shall exercise no control over the Employee in the performance of his or her activities or of the Services. Subject to the Guidelines and the ultimate authority of the Board, ServiceCo will retain final decision-upon changes to a Purchase Order making authority in all matters in respect of which ServiceCo provides Services under this Agreement. 1.4 ServiceCo shall perform the Services as an independent contractor. Nothing contained herein shall be set forth in a subsequent Purchase Order amendmentconstrued to create the relation of partner, employer or employee or of principal and agent between the Client and ServiceCo. Contractor will not implement any changes, ServiceCo shall have no authority to negotiate or any new Services until a Purchase Order has been duly executed by Participating Entity. For transact business on behalf of Client without the avoidance express written consent of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order in the absence of a fully executed amendment of Purchase OrderClient. 2.4 Pricing for items 1.5 ServiceCo represents that it possesses and will maintain the appropriate licenses and authority to perform any Services required and requested hereunder. ServiceCo shall discharge its duties hereunder at all times in Appendix A represent the maximum cost for each item offered by the Contractor. Contractor good faith and Participating Entity may mutually agree to with that degree of prudence, diligence, care and skill which a lower cost for any item covered prudent person rendering services as an institutional investment adviser would exercise under this agreementsimilar circumstances.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not n DocuSign Envelope ID: 32B08B82-C992-47DC-A7D9-D7D3D5B74E2E executed amendment of Purchase Order. ot included in a Purchase Order in the absence of a fully executed amendment of Purchase Order.fully 2.4 Pricing for items in Appendix A Attachment 1 represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare TxShare Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not n DocuSign Envelope ID: 676F1C3D-B83E-47FB-B525-25EEC4EA5F62 executed amendment of Purchase Order. ot included in a Purchase Order in the absence of a fully executed amendment of Purchase Order.fully 2.4 Pricing for items in Appendix A represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described A. Subject to the terms and conditions set forth herein, the scope of work to be performed by Consultant shall be in a accordance with written Purchase Order issued Work Order(s) delivered to Consultant by NCTCOG or a TXShare Participating EntityIE and countersigned by consultant. Any All such Purchase Order is hereby Work Order(s) shall be incorporated by reference into and made a part of this Agreement Agreement. Consultant shall not be compensated for any additional services rendered above and beyond those described in IE’s Work Order(s) unless such additional services are authorized in advance and in writing by IE. Consultant shall be subject compensated for any such additional services in amounts and in the manner agreed to in writing by the terms IE and conditions in such additional services shall be identified and incorporated into this Agreement B. This Contract, its Exhibits and each accepted Work Order(s) shall be known as the “Contract Documents” or “Contract”. Terms set forth in any Contract Document shall be deemed to be incorporated in all Contract Documents as if set forth in full therein. In the event of a any conflict between Exhibit hereto and the terms of any term or provision in this Agreement and any term or provision in a Purchase Work Order, the term or provision Exhibits shall control. In the event of conflict between terms contained in these Contract Documents, the provisions contained in this Agreement Contract shall control unless the govern over conflicting term provisions contained in any other Contract Documents. C. Consultant enters into this Contract as an independent contractor and not as an employee of IE. The Consultant shall have no power or provision authority by this Contract to bind IE in any respect. Nothing in this Agreement is referencedContract shall be construed to be inconsistent with this relationship or status. All employees, and expressly stated not to applyagents, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed contractors or subcontractors hired or retained by the Contractor: i) with due care; ii) Consultant are employees, agents, contractors or subcontractors of the Consultant and not of IE. IE shall not be obligated in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policiesany way to pay any wage claims or other claims made against Consultant by any such employees, as may be amended from time to time; and iv) in compliance with all applicable lawsagents, government regulatory requirements, and any other written instructions, specifications, guidelines, contractors or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changessubcontractors, or any new Services until a Purchase Order other person resulting from performance of this Contract. D. The Consultant agrees it has been duly executed satisfied itself by Participating Entity. For its own investigation and research regarding the avoidance of doubtconditions affecting the work to be done and labor and materials needed to conduct the work contemplated hereunder, the Contractor acknowledges and that Participating Entity is under no obligation its decision to execute a Purchase Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order in this Contract is based on such independent investigation and research and its determination that it is qualified to undertake the absence of a fully executed amendment of Purchase Orderperformance contemplated hereunder. 2.4 Pricing for items in Appendix A represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ ' standard operating procedures and applicable policies, as may be amended from time to time; · and iv) in compliance with all applicable laws, government regulatory requirements, requirements and any other written instructions, specifications, guidelines, guidelines or requirements provided by NCTCOG and/or Participating Entities.. DocuSign Envelope ID: 599A8E37-21CF-4D89-9D45-F293DB7457D8 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order in the absence of a fully executed amendment of Purchase Order. 2.4 Pricing for items in Appendix A Attachment I represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities.; 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order in the absence of a fully n executed amendment of Purchase Order. 2.4 Pricing for items in Appendix A Attachment 1 represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not n DocuSign Envelope ID: A69E4FA4-A855-4440-9BBC-25562A239BBB executed amendment of Purchase Order. ot included in a Purchase Order in the absence of a fully executed amendment of Purchase Order.fully 2.4 Pricing for items in Appendix A represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a madea part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of eventof a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not n DocuSign Envelope ID: F7439C98-2E8E-457F-AB48-B8F2A503E973 executed amendment of Purchase Order. ot included in a Purchase Order in the absence of a fully executed amendment of Purchase Order.fully 2.4 Pricing for items in Appendix A represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not n DocuSign Envelope ID: 4BAB06D0-AAED-4A7E-8E23-4BEE09A94B9E executed amendment of Purchase Order. ot included in a Purchase Order in the absence of a fully executed amendment of Purchase Order.fully 2.4 Pricing for items in Appendix A represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not n DocuSign Envelope ID: 42973FE4-DA03-4832-83FD-A0998EC75D3C executed amendment of Purchase Order. ot included in a Purchase Order in the absence of a fully executed amendment of Purchase Order.fully 2.4 Pricing for items in Appendix A represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not n DocuSign Envelope ID: 55F34362-8BE4-4C1A-8434-0DE26F04DCBD executed amendment of Purchase Order. ot included in a Purchase Order in the absence of a fully executed amendment of Purchase Order.fully 2.4 Pricing for items in Appendix A Attachment 1 represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not n DocuSign Envelope ID: 3DA68D2B-4591-4BAD-86C0-1894C26230F3 executed amendment of Purchase Order. ot included in a Purchase Order in the absence of a fully executed amendment of Purchase Order.fully 2.4 Pricing for items in Appendix A represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities. 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order in the absence of a fully executed amendment of Purchase Order. 2.4 Pricing for items in Appendix A represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.

Scope of Services. 2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a TXShare SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event of a conflict between any term or provision in this Agreement and any term or provision in a Purchase Order, the term or provision in this Agreement shall control unless the conflicting term or provision in this Agreement is referenced, and expressly stated not to apply, in such Purchase Order. 2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii) in accordance with generally prevailing industry standards; iii) in accordance with Participating Entities’ standard operating procedures and applicable policies, as may be amended from time to time; and iv) in compliance with all applicable laws, government regulatory requirements, and any other written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or Participating Entities.. DocuSign Envelope ID: 66152CA7-9744-43AF-8D51-F2484D0D8E3A 2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order amendment. Contractor will not implement any changes, changes or any new Services until a Purchase Order has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating Entity shall not be liable for any amounts not included in a Purchase Order in the absence of a fully executed amendment of Purchase Order. 2.4 Pricing for items in Appendix A Attachment 1 represent the maximum cost for each item offered by the Contractor. Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this agreement.