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Home My WebLink AboutRes 2023-12-1576 Purchase Order- G2 Fire Station Alerting System for Fire Station 2CITY OF ANNA, TEXAS RESOLUTION NO. q0 �2 3 — 12 — A RESOLUTION OF THE CITY OF ANNA, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A PURCHASE ORDER FOR THE PURCHASE OF A FIRE STATION ALERTING SYSTEM AS SHOWN IN EXHIBIT "A" ATTACHED HERETO, IN THE AMOUNT NOT TO EXCEED NINETY-FIVE THOUSAND DOLLARS ($95,000); AND PROVIDING FOT AN EFFECTIVE DATE. WHEREAS, the City of Anna is responsible for protecting the health, safety, and welfare of the community; and WHEREAS, in order to provide for the welfare and safety of the community, the City's Fire Department is seeking to purchase equipment required for the safety and efficient operation of firefighter activities and operation at Fire Station Number 2; and WHEREAS, the specified equipment is a non-standard building construction item that is outside of the scope of the construction of Fire Station #2 and not included in the construction budget; and, WHEREAS, the quote of said G2 Fire Station Alerting System (shown in exhibit "A") is under HGAC contract EC07-23 NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Authorization of Payment and Funding. That the City Council of the City of Anna hereby authorizes the City Manager to execute a purchase order for the G2 Fire Station Alerting System, in an amount not to exceed $95,000 for the City of Anna, Texas That funding for the project shall come from the Capital Non -bond fund and shall not exceed $2,203,468.18. PASSED AND APPROVED by the City Council of the City of Anna, Texas on this d" ` day of December 2023. City Secretary Quotation to: City of Anna, TX Anna Fire Department Project: G2 Fire Station Alerting System One (1) Station System - Station 2 Proposal number: TX_ANNA001 Revision # 2 HGAC Contract # EC07-23 Quote Date: 09-Nov-2023 Quote Expires: 7-Feb-2024 INSTALLATION BY: Installation by Mobile Communications America Steve LePrell By: Jeff King Regional Territory Manager US Digital Designs, Inc. 1835 E Sixth St #27 Tempe, AZ 85281 602-687-1730 direct 513-667-7770 mobile jeff.king@honeywell.com [This Proposal is subject to corrections due to Errors or Omissions] PROPRIETARY and CONFIDENTIAL TITLE Page 1 of 12 US DIGITAL DESIGNS QUOTE 1835 E. Sixth St. Suite #27 Tempe, Arizona 85281 877-551-8733 tel 480-290-7892 fax DATE:11/9/2023 Expires:2/7/2024 Quote SUBMITTED TO: City of Anna, TX Anna Fire Department REF PROPOSAL Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SL1 Ea USDD 1 G2 VOICEALERT - Single Station License. VA $ 1,102.50 $ 992.25 $ 992.25 SL2 Ea/Yr USDD 24 G2 MOBILE FSAS APP - Single Device License. Up to 24 Licenses-Per-ATX are offered at $0.00 cost each as long as system is currently under warranty or elected recurring annual support coverage. See 'Mobile' Section for more detail. G2-APP-DLI $ 124.50 $ 112.05 N/A - Included Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SC1 Kit USDD 1 G2 ATX STATION CONTROLLER - Power/Signal/Control up to 8 peripheral Remote Options. 4 Unique Amps/Zones available. ATX $ 23,272.50 $ 20,945.25 $ 20,945.25 SC2 Kit USDD 0 G2 EXPANSION KIT - Allows ability to Power/Signal/Control up to 12 more peripheral Remote options per EXP. EXP $ 7,838.00 $ 7,054.20 $ - SC3a Kit USDD 1 Rack Mount Ears for ATX or EXP ATX-E $ 74.00 $ 66.60 $ 66.60 SC3b Kit USDD 0 Base Plate for ATX or EXP ATX-P $ 74.00 $ 66.60 $ - SC4a Ea TBD 0 ATX UPS, Standard - Customer Supplied UPS-STD $ 988.00 $ 889.20 $ - SC4b Ea TBD 0 Shelf/Bracket, Wall-Mount for UPS UPS-WMB $ 75.00 $ 67.50 $ - Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SP1a Ea TBD 1 Audio Amplifier, External, Standard AMP $ 1,135.50 $ 1,021.95 $ 1,021.95 SP1b Ea TBD 0 Shelf, Under Table or Wall Mount, for 1U 1/2 Rack AMP-S $ 91.20 $ 82.08 $ - SP2 Ea USDD 0 G2 COLOR INDICATOR REMOTE Module - Up to 8 unique colors CIR $ 949.00 $ 854.10 $ - SP3a Ea USDD 4 G2 HDTV REMOTE Module (TV & Electrical Outlet by Others; C.E.C. control subject to TV ability)TVR $ 1,121.50 $ 1,009.35 $ 4,037.40 SP3b Ea TBD 0 Flat Panel Monitor / Smart HDTV 40-43" (Electrical Outlet/Provision By Others; C.E.C. control subject to TV ability) FP-43 $ 1,265.00 $ 1,138.50 $ - SP3c Ea TBD 0 Flat Panel/TV Mount - Universal 23"-46" Tilt FPM-U $ 138.00 $ 124.20 $ - SP4 Ea USDD 0 G2 I/O REMOTE Module w/ 8 In & 8 Out IOR $ 1,581.50 $ 1,423.35 $ - SP5 Ea USDD 1 Push Button, Standard (Black)PB-B $ 126.50 $ 113.85 $ 113.85 SP6 Ea USDD 2 Push Button, Emergency (Red)PB-R $ 126.50 $ 113.85 $ 227.70 SP7 Ea USDD 3 G2 MESSAGE REMOTE 2 Module MR2 $ 1,525.00 $ 1,372.50 $ 4,117.50 STATION SYSTEM PERIPHERAL COMPONENTS TX_ANNA001 v2 STATION-LEVEL STATION 02 Based from USDD G2 Fire Station Alerting System Design Drawing # USDD.TX_ANNA.FS02.FSA.pdf STATION SYSTEM LICENSES STATION SYSTEM CONTROLLER PROPRIETARY and CONFIDENTIAL STATION 02 SYSTEM Page 2 of 12 SP8a Ea USDD 0 G2 MESSAGE SIGN (Digital LED) MINI GammaSign / 12" Active Screen Width / Turn Out Timing ONLY MS-G-M $ 1,006.50 $ 905.85 $ - SP8b Ea USDD 6 G2 MESSAGE SIGN (Digital LED) STANDARD GammaSign / 24" Active Screen Width MS-G-S $ 1,260.00 $ 1,134.00 $ 6,804.00 SP8c Ea USDD 0 G2 MESSAGE SIGN (Digital LED) EXTENDED GammaSign / 36" Active Screen Width MS-G-E $ 1,881.25 $ 1,693.13 $ - SP9a Ea USDD 0 MS-G Adapter Plate, SINGLE. VESA 100, joins (1) MS- G-S (or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-S $ 63.50 $ 57.15 $ - SP9b Ea USDD 2 MS-G Adapter Plate, DOUBLE, VESA 100, joins (2) MS- G -S(or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-D $ 75.00 $ 67.50 $ 135.00 SP9c Ea USDD 0 MS-G Hanger Kit. Hangs single or double (back-to-back) Message Signs (Gamma Version) from Ceiling. Includes both suspended ceiling T-Bar Scissor Clips and Hard-Pan Flange Mounts. MS-HK $ 87.60 $ 78.84 $ - SP9d Ea TBD 2 MS Mount - Articulating, Long reach MS-MNT-ART-L $ 390.00 $ 351.00 $ 702.00 SP10a Ea USDD 0 G2 ROOM REMOTE 2 Module RR2 $ 2,167.00 $ 1,950.30 $ - SP10b Ea USDD 0 RR2 Adpater Plate, for Retrofit in RR1 Wall Cavity RR2-AP $ 86.50 $ 77.85 $ - SP10c Ea USDD 0 RR2 Surface Mount Box, for SURFACE MOUNT (hard wall) installation. Three (3) 3/4" conduit knock-outs. RR2-SMB $ 201.25 $ 181.13 $ - SP11a Ea USDD 15 G2 SPEAKER - LED Illuminated - FLUSH Mount, 70v SPK-LED-FM $ 374.00 $ 336.60 $ 5,049.00 SP11b Ea USDD 0 G2 SPEAKER - LED Illuminated - SURFACE Mount (Metal Box), 70v SPK-LED-SM $ 374.00 $ 336.60 $ - SP12a Ea USDD 3 G2 SPEAKER - OmniAlertStrobe - Omnidirectional Alerting Speaker, optimized for high Vocal Intelligibility in large open indoor areas and with High-Intensity LED Strobe Light Arrays - includes Cable Hanging Kit (requires MR2 for power/signal/control) SPK-OAS $ 1,050.00 $ 945.00 $ 2,835.00 SP12b Ea USDD 0 SPK-OAS/OmniStrobe Mounting Bracket / BEAM FLANGE CLIP- for mounting directly onto an exposed (1/8-14") I-Beam SPK-OAS-BFC $ 23.00 $ 20.70 $ - SP12c Ea USDD 0 SPK-OAS/OmniStrobe Mounting Bracket /DROP CEILING BRACKET- for mounting directly to T-Bar in Suspended Ceiling SPK-OAS-DCB $ 63.50 $ 57.15 $ - SP12d Ea USDD 0 SPK-OAS/OmniStrobe Mounting Bracket / SURFACE MOUNT - for mounting directly to hard ceiling SPK-OAS-SMB $ 63.50 $ 57.15 $ - SP13a Ea USDD 15 SPEAKER - STANDARD, FLUSH Mount, 70v SPK-STD-FM $ 121.00 $ 108.90 $ 1,633.50 SP13b Ea USDD 2 SPEAKER - STANDARD, SURFACE Mount (Metal Box), 70v SPK-STD-SM $ 126.00 $ 113.40 $ 226.80 SP14 Ea USDD 6 SPEAKER - APP BAY/OUTDOOR - Weatherized, Surface Mount, 70v SPK-W-SM $ 373.75 $ 336.38 $ 2,018.25 SP15 Ea USDD 1 G2 Strobe Light / Red LED STR $ 661.50 $ 595.35 $ 595.35 SP16 Ea USDD 0 Transformer, 8ohm to 70V, External XFMR $ 74.20 $ 66.78 $ - SP17 Ea USDD 0 VIDEO DOOR STATION - Doorbell & Camera that ties into G2 FSAS (HDTV Remote) - Includes Power Injector VDS $ 2,040.00 $ 1,836.00 $ - PROPRIETARY and CONFIDENTIAL STATION 02 SYSTEM Page 3 of 12 Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SS1 Ea USDD 1 Station Installation (Installation by Mobile Communications America)ST-INST $ 35,663.33 $ 32,097.00 $ 32,097.00 SS2 Ea USDD 0 Station Remediation (Removal and Disposal of Legacy Equipment Not currently Assumed or Included, nor is any related Remediation to Paint, Drywall, etc.) ST-INST $ - $ - $ - SS3 Ea USDD 1 Station Configuration & Start-Up ST-SU $ 4,007.22 $ 3,606.50 $ 3,606.50 SS4 Ea USDD 1 Station Project Management ST-PM $ 1,717.38 $ 1,545.64 $ 1,545.64 SS5 Ea USDD 1 Station Engineering / Design Services ST-ES $ 858.69 $ 772.82 $ 772.82 SS6 Ea USDD 1 Station Documentation ST-DM $ 85.87 $ 77.28 $ 77.28 SS7a Ea USDD 0 Station Training - Configuration and Equipment. On-Site @ Station. 4 Hours, 1 Visit. (for Technical Services Staff) TRA-UT-O $ 4,425.00 $ 3,982.50 $ - SS7b Ea USDD 0 Station Training - User/Technician / Remote Refresh (2 Hours)TRA-UT-R $ 650.00 $ 585.00 $ - SS8a Ea USDD 0 Training - Installation Contractor - On-Site / USDD G2 Certification / 8 Hours (TBD - only needed if requied to use non-certified contractor) TRA-IC-O $ 7,043.75 $ 6,339.38 $ - SS8b Ea USDD 0 Training - Installation Contractor - At Arizona Training Center / USDD G2 Certification / 8 Hours (TBD - only needed if required to use non-certified contractor) TRA-IC-AZ $ 3,993.06 $ 3,593.75 $ - SS9 Ea USDD 0 Miscellaneous/TBD MISC $ - $ - $ - Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SW1 YR USDD 1.5 [STANDARD] 1st YEAR WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) PLEASE NOTE: An additional 6 months (for total of 18 months/1.5 years) of initial warranty has been offered by USDD for no additional cost so all stations can be installed and enjoy same warranty/support start/stop dates) RS-1YR-STD $ 5,724.60 $ 5,152.14 7728.21 but No Charge For Initial Warranty Period / Not Included in Subtotals SW2 YR USDD 0.0 [STANDARD] EACH ADDITIONAL YEAR (12- Months) WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) IF QUANTITY '0' THEN NO ADDITIONAL SUPPORT IS ASSUMED OR AUTHORIZED BEYOND INITIAL WARRANTY PERIOD RS-AYR-STD $ 5,724.60 $ 5,152.14 $ - 89,620.64$ 1,386.00$ -$ -$ 91,006.64$ This quote does not include or assume any amounts for sales or use tax. Customer needs to contact its procurement department to determine if sales or use tax is payable, and if so, to make the determination of the amount to be paid. Per our contracts, Customer is responsible for the payment of any sales or use taxes owed from any purchase from USDD. STATION SYSTEM SERVICES STATION SYSTEM WARRANTY & OPTIONAL RECURRING ANNUAL SUPPORT STATION 02 System: Shipping: Warranty & Support: STATION SUBTOTAL: Miscellaneous (if applicable) PROPRIETARY and CONFIDENTIAL STATION 02 SYSTEM Page 4 of 12 12 - All electrical power, including (but not limited to) raceway,conduit, backboxes, service panels, high-voltage wiring and fixtures by others. 13 - All communications pathway infrastructure (network, radio, etc.) by others unless specifically detailed in this proposal. 14 - USDD cannot warrant nor support any owner-furbished (3rd-Party) system or component we are required to integrate with. USDD cannot warrant nor support any system or component it has not proofed engineering for and has not specifically authorized for use within public safety environments. 15 - Any misuse, unauthorized modification, improper installation, excessive shock, attempted repair, accident, or improper or negligent use, storage, transportation, or handling by any party other than USDD shall render this limited warranty null, void and of no further effect 11 - If applicable, Gas Control Shutoff Valve Addendum (to USDD and installation contractor) must be signed prior to installation. 06 - Unless specifically detailed in this proposal, no permit fees or material charges have been included. 07 - Unless specifically detailed in this proposal, no removal or remediation has been assumed or included. 08 - Unless specifically detailed in this proposal, no bonds of any type (performance, bid) have been assumed,included or budgeted for in this proposal. 09 - USDD FSAS Equipment to be made available by owner to Installation Contractor prior to on-site arrival. Station System Installation Notes: 01 - Unless specifically detailed in this proposal, no installation by USDD or it's subcontractors is assumed or provided. 02 - Because these are mission-critical systems, USDD can only warrant and support systems installed by G2 Trained and Certified Contractors. 03 - USDD can source, qualify, train and certify Local Licensed Regional Subcontrators where needed. 04 - Installation warranted by installation contractor - G2 FSAS warranted, serviced and supported by USDD. 10 - Structural backing for system devices and other millwork (not specifically detailed) by others. Customer must elect to choose any coverage they require beyond initial warranty period, or USDD will not be authorized to provide any service or support. Mobile Smart Phone Alerting App and Mapping Services only available to customer while under warranty or elected recurring annual support. Support Agreements subject to change if system design is modified. For additional details, please review current USDD Warranty Statement and Service Agreement. USDD cannot warrant nor support any system configuration that deviates from this specific proposal's documented station system design file number. USDD cannot warrant nor support any system not using USDD-approved UPS Battery Backup. USDD cannot warrant nor support any system not installed by G2 Trained & Certified Installation technician (installer). If customer intends to tie this system into any 3rd-party system or devices, USDD will be unable to warrant or support the sytem until we've had a chance to review documented engineering assumptions and approve system integrity, performance and reliability expectations. For FSAaaS Program: The cost of service and support beyond initial warranty period is included in the FSASaaS Program for a total of 5 years. The service and support includes Mobile Smart Phone Alerting App and Mapping Services. Please see the FSASaaS Subscription Agreement for more information concerning the service and support provided by USDD. USDD cannot warrant nor support any system not using USDD-approved UPS Battery Backup. USDD cannnot warrant nor support any system not installed by G2 Trained & Certified Installation technician (installer). If customer intends to tie this system into any 3rd-party system or devices, USDD will be unable to warrant or support the sytem until we've had a chance to review documented engineering assumptions and approve system integrity, performance and reliability expectations. Warranty & Support Notes: 05 - Unless specifically detailed in this proposal, installation to be performed during normal working hours. PROPRIETARY and CONFIDENTIAL STATION 02 SYSTEM Page 5 of 12 US DIGITAL DESIGNS QUOTE 1835 E. Sixth St. Suite #27 Tempe, Arizona 85281 877-551-8733 tel 480-290-7892 fax DATE:###### Expires:###### Quote SUBMITTED TO: City of Anna, TX Anna Fire Department REF PROPOSAL - Notes: 91,006.64 91,006.64 - - Notes: 91,006.64$ (TBD By Customer) Customer must elect to choose any coverage they require beyond initial warranty period, or USDD will not be authorized to provide any service or support. Mobile Smart Phone Alerting App and Mapping Services only available to customer while under warranty or elected recurring annual support. Support Agreements subject to change if system design is modified. For additional details, please review current USDD Warranty Statement and Service Agreement US Digital Designs System Total: This quote does not include or assume any amounts for sales or use tax. Customer needs to contact its procurement department to determine if sales or use tax is payable, and if so, to make the determination of the amount to be paid. Per our contracts, Customer is responsible for the payment of any sales or use taxes owed from any purchase from USDD. One (1) Station System currently included in this proposal, with installation by Mobile Communications America. Section Totals PRIMARY-DISPATCH-LEVEL SUBTOTAL STATION-LEVEL SUBTOTAL TX_ANNA001 v2 SECTION TOTALS [UNLESS OTHERWISE NOTED, ALL PRICES ARE $US] No (0) Dispatch Center System currently proposed/included. No backup/disaster- recovery dispatch systems have been requested or assumed/included in this proposal. STATION 02 SYSTEM: STATION 02 WARRANTY & SUPPORT: STATION 02 MISC.: Includes: PROPRIETARY and CONFIDENTIAL SECTION TOTALS Page 6 of 12 TERMS AND CONDITIONS OF USDD PRODUCT SALES These U.S.Digital Designs,Inc. terms and conditions of sale (“Terms and Conditions”) are effective March 1, 2022 (the “Terms and Conditions Effective Date”),and supersede all prior versions covering the sale of products and related services (collectively,“Products”,as defined more specifically below) by U.S.Digital Designs,Inc.(“USDD”).References to “Customer”,“you”,or “your”all pertain to the purchaser of Products. These Terms and Conditions, together with any separate agreement you may have with USDD that specifically references these Terms and Conditions (collectively,the “Agreement”)set forth the entire agreement between the parties relating to your purchase of USDD Products. The Agreement may only be modified by an authorized representative of each party in a signed writing. ORDERS. Orders (including any revised and follow-on orders) (each, an “Order”)for USDD Products are non-cancelable, except as expressly set forth herein, and will be governed by the terms of the Agreement.All Orders are subject to acceptance by USDD and shall include the following information: purchase order number;customer’s legal name and billing address; Customer’s shipping address; and a list of the Products and quantities for each different type of Product Customer wishes to order.USDD’s acknowledgment of its receipt of an Order shall not constitute acceptance of such Order. An Order is deemed to be accepted upon the earlier of (i)USDD’s written acceptance or (ii)shipment of the Products specified in the Order. Any conflicting, additional, and/or different terms or conditions on Customer’s Order or any other similar instrument are deemed to be material alterations and are rejected and not binding upon USDD. USDD’s acceptance of Customer’s Order is expressly conditioned upon Customer’s assent to the terms and conditions contained herein in their entirety. Customer’s acceptance of delivery from USDD constitutes Customer’s acceptance of these terms and conditions in their entirety. REMITTANCES. All invoices shall be due and payable upon receipt in United States currency, free of exchange or any other charges, or as otherwise agreed in writing by USDD. QUOTE PRICING.This proposal expires 30 days after its date.Prices are subject to correction for error. Prices,terms,conditions, and Product or Service specifications are subject to change without notice.Pricing is subject to immediate change upon announcement of Product discontinuance. PAYMENT. 4.1.Invoicing &Payment.USDD reserves the right to invoice Customer monthly for all materials delivered. Invoices are due thirty (30) days from the date of the invoice, unless prepayment is required in the quote.If the Customer becomes overdue in any progress payment,USDD shall be entitled to suspend further shipments, shall be entitled to interest at the annual rate of 18%, or the maximum amount allowed by law,and shall also be entitled to avail itself of any other legal or equitable remedies. Customer agrees that it will pay and/or reimburse USDD for any and all reasonable attorneys’ fees and costs which are incurred by USDD in the collection of amounts due and payable hereunder. 4.2.Payment Disputes.Any disputes must be provided to USDD as soon as possible and must be accompanied by detailed supporting information. Disputes as to invoices are deemed waived fifteen (15) days following the invoice date.In the event that any portion of an invoice is undisputed, such undisputed amount must be paid by no later than the invoice due date. 4.3.No Set Off.Neither Customer nor any related entities (or representatives or agents thereof) shall attempt to set off or recoup any invoiced amounts or any portion thereof against other amounts that are due or may become due from USDD,its parent,affiliates,subsidiaries or other legal entities, business divisions, or units. 4.4.Credit Card Payments. All USDD quotes are developed for the Customer with the understanding the eventualany purchase of the Products listed thereon willwould be facilitated usingsubject to USDD’s standard Purchase Order and Invoice process.If Ccustomer would rather seek to use a Credit Card for purchase, then said order would be subject to a 4% credit card surcharge. SURCHARGES. 5.1.In addition to any Product repricing under Section 8.2,USDD may,from time-to-time and in its sole discretion,issue surcharges on new and existing Orders in order to mitigate and/or recover increased operating costs arising out of or related to, without limitation:(a) foreign currency exchange variation, (b) increased cost of third-party content, labor and materials,(c)impact of government tariffs or other actions, and (d) any conditions that increase USDD’s costs,including without limitation increased labor, freight, material or supply costs,or increased costs due to inflation (collectively, “Surcharges”).Such Surcharges will not be considered a “price increase” as contemplated hereunder and will be effective upon notice to Customer.For avoidance of doubt,Orders placed prior to the Terms and Conditions Effective Date which have not been delivered, including those on backlog or which requested delivery more than twelve (12) months from the date of Order,are subject to Surcharges. PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 7 of 12 5.2.USDD will invoice Customer,and Buyer agrees to pay for any Surcharges pursuant to the standard payment terms in these Terms and Conditions.If a dispute arises with respect to Surcharges and that dispute remains open for more than fifteen (15)days,USDD may,in its sole discretion,withhold performance or future shipments,or combine any other rights and remedies under this Agreement or permitted by law,until the dispute is resolved.The terms of this Section shall prevail in the event of inconsistency with any other terms in these Terms and Conditions. Any Surcharges,as well as the timing,effectiveness,and method of determination thereof,will be separate from and in addition to any changes to pricing that are affected by any other provisions in these Terms and Conditions. CANCELLATION AND SUSPENSION. Any Order resulting from this proposal is subject to cancellation or instructions to suspend work by the Customer only upon agreement to pay USDD for all work in progress, all inventoried or ordered project parts and materials, and all other costs incurred by USDD related to the Order. TAXES. USDD’s pricing excludes all taxes (including but not limited to sales, use, excise, value-added, and other similar taxes), tariffs and duties (including, but not limited to, amounts imposed upon the Product(s) or bill of material thereof under any Trade Act, including, but not limited to, the Trade Expansion Act, section 232 and the Trade Act of 1974, section 301) and charges (collectively “Taxes”). All Taxes of any kind levied by any federal, state, municipal or other governmental authority, which tax USDD is required to collect or pay with respect to the production, sale, or delivery of products sold to Customer, shall be the responsibility of and be invoiced to Customer, unless, at the time of Order placement, Customer furnishes USDD with a valid exemption certificate or other documentation sufficient to verify exemption from Taxes, including, but not limited to, a direct pay permit. Customer agrees to pay all such Taxes and further agrees to reimburse USDD for any such payments made by USDD. SHIPPING/DELIVERY/RISK OF LOSS. 8.1.Delivery Liability. Delivery and shipment dates for Products are estimates only. Deliveries may be made in partial shipments. USDD and its affiliated entities are not liable, either directly or indirectly, for delays of carriers or delays in connection with any Force Majeure Event (as defined in Section 17 below), and the estimated delivery date shall be extended accordingly. 8.2.Future Delivery and Repricing. USDD will schedule delivery in accordance with its standard lead times unless the Order states a later delivery date or the parties otherwise agree in writing. USDD will accept Orders with a future ship date of up to eighteen (18) months from the date of the entry of the Order. Customer agrees that in the event an Order is scheduled to be delivered more than six (6) months from the date of the entry of the Order, USDD may, in its sole determination and at each six (6) month anniversary of the date of the entry of the Order, adjust the pricing of the Order to conform to the then-current prices of the USDD Products included in the Order. USDD will include any repricing in its final invoice related to the Order. 8.3.Storage Fees. If delivery takes place more than six (6) months from the date of the entry of the Order, Customer agrees to pay USDD a storage fee (the “Storage Fee”), as set forth in the quote, for each month after six (6) months from the date of the entry of the Order Customer has not taken delivery of the Products in the Order. USDD will separately invoice any storage fees owed under this Section at the end of each month for which the storage fees are owed. 8.4.Title & Risk of Loss. Unless otherwise specifically detailed in this quote, delivery terms for Products (excluding software and services) are (i) EX Works (EXW Incoterms 2020) USDD’s point of shipment (“USDD Dock”) for all shipments (except that USDD is responsible for obtaining any export license), and (ii) F.O.B. USDD Dock for all domestic shipments. For shipments from a USDD Dock to a Buyer location within the same country, the import/export provisions of the INCOTERMS do not apply. USDD shall be responsible for obtaining insurance on each shipment to Customer for the full value of the shipment. Shipment shall be to a single point of delivery. LIMITED WARRANTY. CUSTOMER’S EXCLUSIVE REMEDIES AND USDD’S SOLE LIABILITY AS TO ANY WARRANTY CLAIM ON ANY PRODUCT SOLD IN CONNECTION WITH THIS QUOTE IS AS SET FORTH IN THIS SECTION. SUCH REMEDIES ARE IN LIEU OF ANY OTHER LIABILITY OR OBLIGATION OF USDD, INCLUDING WITHOUT LIMITATION ANY LIABILITY OR OBLIGATION FOR DAMAGE, LOSS, OR INJURY (WHETHER DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL) ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE PRODUCTS. CREDIT, REPAIR OR REPLACEMENT (AT USDD’S OPTION) IS THE SOLE REMEDY PROVIDED HEREUNDER. NO EXTENSION OF THIS WARRANTY WILL BE BINDING UPON USDD UNLESS SET FORTH IN WRITING AND SIGNED BY A USDD AUTHORIZED REPRESENTATIVE. 9.1.Product Warranty Terms. Subject to the terms, conditions and limitations contained herein, and unless USDD has otherwise provided an alternative written warranty (in which case the terms of such warranty will control), USDD warrants and guarantees its products will be free from defects in workmanship and materials (collectively, “Defects”) for 12 months from the date of shipment to Customer (“Warranty Period”). This limited warranty does not cover defects caused by normal wear and tear or maintenance. PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 8 of 12 9.2.Product Defects. If a Defect with a Product arises and a valid claim is made within the Warranty Period, Customer shall initiate the RMA process as described below. Upon approval, USDD, at its option, will either (1) repair the Product defect at no charge, using new parts or parts equivalent to new in performance and reliability or (2) exchange the Product with a Product that is new or equivalent to new in performance and reliability and is at least functionally equivalent to the original Product. Any replacement Product or part, including a user-installable part that has been installed in accordance with instructions provided by USDD, shall remain under warranty during the Warranty Period or for ninety (90) days from the date of repair, whichever is longer. When a Product or part is exchanged, any replacement item becomes the Customer’s property and the replaced item becomes the property of USDD. Parts provided by USDD in fulfillment of its warranty obligation must be used in the same USDD Fire Station Alerting System for which the warranty claim is made. 9.3.Procedure for Warranty Claims. 9.3.1.Prior to making a Warranty claim,Customer is encouraged to review USDD’s online help resources.Thereafter,to make a valid claim hereunder,Customer must contact USDD technical support and describe the problem or defect with specificity.The first such contact must occur during the Warranty Period.USDD’s technical support contact information can be found on USDD’s web site at http://stationalerting.com/home/about-usdd/contact-usdd/.Customer must use its best efforts to assist in diagnosing defects,follow USDD’s technical instructions, and fully cooperate in the diagnostic process. Failure to do so shall relieve USDD of any further obligation hereunder. 9.3.2.Customer shall be responsible for appropriately packing and shipping Products,to USDD for repair,and shall bear all risks and costs associated withof,shipping any Product to USDD for repairthe same.USDD shall be responsible for,and bear all risks and costs of,returning any Product to Customer after repair or replacement,but Customer will be responsible for paying any customs or import duties payable upon receipt of any repaired or replacement Products.A replacement Product will be returned to Customer configured as it was when the Product was originally purchased, subject to applicable updates. 9.4.Return Material Authorization Process.If a Customer makes a warranty claim for a Product during the Warranty Period,the Customer shall provide USDD with the Product model and serial number and failure information to initiate the RMA process.Upon USDD’s issuance of the RMA,USDD will send the replacement Product,shipped postage paid ground shipping,to the address provided by Customer.RMA requests approved between 12:00 a.m.and 2:00 p.m.Mountain Standard Time are shipped on the same business day.After 2:00 p.m.Mountain Standard Time,the replacement Product is shipped on the next business day.All RMA requests are processed on the business day on which the request was received,excluding holidays.Included with the shipped package will be return shipment instructions and a pre-paid return shipping label for the Product that the Customer is returning.The original Product must be returned in the shipping box provided by USDD.No goods will be accepted for exchange or return without a pre-approved RMA number or which have not been properly packaged in USDD’s shipping box to ensure that goods are not damaged due to improper packing and the shipping process.The original Product must be shipped back within 10 days of receiving the replacement.Failure to return the original Product,or failure to return in an appropriate manner,will cause Customer to incur a replacement charge equal to full market value of the replacement Product. 9.5.No Fault Found.USDD reserves the right to charge 50%of the standard repair price if the returned Product is found to have no defect covered by the Warranty.Customer understands that this fee is intended to discourage return of Products prior to proper troubleshooting or return because the product is “old.”Product returns will not be allowed if,upon examination of the returned Product,it is determined that the Product was subjected to accident,misuse,neglect,alteration,improper installation,unauthorized repair,improper testing,or poor packaging upon return. In such event, USDD shall invoice Customer for the full market value of the replacement Product. 9.6.WARRANTY EXCLUSIONS & DISCLAIMERS. 9.6.1.USDD does not warrant that the operation of its Products or any related peripherals will be uninterrupted or error-free.USDD further does not warrant nor support any system configuration that deviates from this specific quote’s documented station system design file number. 9.6.2.USDD does not warrant or support any system not installed by G2 Trained &Certified Installation technician (installer).If Customer intends to tie this system into any 3rd-party system or devices,USDD will be unable to warrant or support the Products unless USDD has had a chance to review documented engineering assumptions and approve system integrity, performance, and reliability expectations. 9.6.3.USDD is not responsible for damage arising from Customer’s failure to follow instructions relating to the use of the Products.This Warranty does not apply to any Products, including the hardware or software, not used for its intended purpose. 9.6.4.USDD cannot warrant nor support any system not using USDD-approved Uninteruptable Power Supply Battery Backup.This Warranty does not apply to monitors or televisions manufactured by third parties.Repair or replacement of such components shall be subject exclusively to the manufacturer’s warranty,if any.Recovery and reinstallation of hardware and user data (including passwords)are not covered under this Warranty. PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 9 of 12 9.6.5.This Warranty does not apply:(a)to consumable parts,such as batteries,unless damage has occurred due to a defect in materials or workmanship;(b)to cosmetic damage,including but not limited to scratches,dents and broken plastic on ports;(c)to damage caused by use with non-USDD products;(d)to damage caused by accident,abuse,misuse,flood,lightning,fire,earthquake or other external causes;(e)to damage caused by operating the Product outside the permitted or intended uses described by USDD;(f)to damage or failure caused by installation or service (including upgrades and expansions)performed by anyone who is not a representative of USDD or a USDD authorized installer or service provider;(g)to a Product or part that has been modified to alter functionality or capability without the written permission of USDD;(h)to Software (as defined below);(i)to any other damage caused by an event or action outside of USDD’s control,including,without limitation,Customer’s failure to apply required or recommended updatres or patches to any Software or Product;or (h)if any serial number has been removed or defaced. LIMITATIONS OF LIABILITY.TO THE EXTENT PERMITTED BY LAW,THE LIMITED WARRANTY IN SECTION 9 OF THESE TERMS AND CONDITIONS AND ANY OTHER REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, REMEDIES AND CONDITIONS,WHETHER ORAL OR WRITTEN,STATUTORY,EXPRESS OR IMPLIED.AS PERMITTED BY APPLICABLE LAW,USDD SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY OR IMPLIED WARRANTIES,INCLUDING,WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS.If USDD cannot lawfully disclaim statutory or implied warranties,then to the extent permitted by law,all such warranties shall be limited in duration to the duration of this express Warranty and to repair or replacement service as determined by USDD in its sole discretion. No reseller,agent,or employee is authorized to make any modification,extension,or addition to this Warranty.If any term is held to be illegal or unenforceable, the legality or enforceability of the remaining terms shall not be affected or impaired. EXCEPT AS PROVIDED IN THE LIMITED WARRANTY IN SECTION 9 OF THESE TERMS AND CONDITIONS,AND TO THE EXTENT PERMITTED BY LAW,USDD IS NOT RESPONSIBLE FOR DIRECT,SPECIAL,INCIDENTAL,PUNITIVE,OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF WARRANTY OR CONDITION,OR UNDER ANY OTHER LEGAL THEORY,INCLUDING BUT NOT LIMITED TO LOSS OF USE;LOSS OF REVENUE;LOSS OF THE USE OF MONEY;LOSS OF ANTICIPATED SAVINGS;LOSS OF GOODWILL;LOSS OF REPUTATION;AND LOSS OF,DAMAGE TO OR CORRUPTION OF DATA.USDD IS NOT RESPONSIBLE FOR ANY INDIRECT LOSS OR DAMAGE HOWSOEVER CAUSED,INCLUDING THE REPLACEMENT OF EQUIPMENT AND PROPERTY,ANY COSTS OF RECOVERING PROGRAMMING OR REPRODUCING ANY PROGRAM OR DATA STORED OR USED WITH USDD PRODUCTS,AND ANY FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA STORED ON THE PRODUCT. ALL PRODUCT CLAIMS ARE LIMITED TO THOSE EXCLUSIVE REMEDIES SET FORTH IN THE LIMITED WARRANTY IN SECTION 9 OF THESE TERMS AND CONDITIONS.USDD’S AGGREGATE LIABILITY IN CONNECTION WITH THEREWITH SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS PAID BY CUSTOMER TO USDD FOR THE PRODUCTS GIVING RISE TO THE CLAIM. CUSTOMER SHALL NOT BRING A LEGAL OR EQUITABLE ACTION AGAINST USDD MORE THAN ONE YEAR AFTER THE FIRST EVENT GIVING RISE TO A CAUSE OF ACTION,UNLESS A SHORTER LIMITATIONS PERIOD IS PROVIDED BY APPLICABLE LAW.USDD disclaims any representation that it will be able to repair any Hardware under this Warranty or make a product exchange without risk to or loss of the programs or data stored thereon. SERVICE AGREEMENT.The Product being purchased hereunder is not subject to any post-Warranty service agreement or maintenance program unless specifically contracted for between USDD and Customer.USDD offers a comprehensive post-Warranty Service Agreement at additional cost. Customer should contact USDD regarding its Service Agreement and costs associated therewith. SOFTWARE PRODUCTS.All software Products delivered by USDD to Customer or for which USDD provides access,including,without limitation,USDD’s mobile application software and Products with embedded software or firmware (collectively,“Software”)are not sold and are licensed.At all times that Customer is in compliance with the terms of these Terms and Conditions and any other agreement between the parties,Customer shall have a non-exclusive,non-transferable,fully paid license to use the Software,but only in conjunction with the Products provided by USDD and Customer’s fire station alerting system (the “License”).The terms of such Software License may be set forth in a separate software license agreement or end user license agreement provided by USDD with such Software.In no event shall Customer have any right to (or authorize or allow any third party to)distribute,sell,lend,rent,transfer,or convey the Software;grant any sublicense,lease,or other rights in the Software;decompile,disassemble,reverse engineer,or otherwise attempt to reconstruct,identify,or discover any source code,underlying user interface architecture or techniques,or algorithms of the Software by any means;or take any action that would cause the Software or any portion of it to be placed in the public domain.In the event of a conflict between the terms of any Software license terms provided upon download or purchase a purchase and these Terms and Conditions,the relevant Software license terms shall control solely with respect to such Software. PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 10 of 12 INTELLECTUAL PROPERTY:Customer hereby agrees and acknowledges that USDD owns all rights,title,and interest in and to the Intellectual Property (as defined below).Customer agrees to not remove,obscure,or alter USDD’s or any third party's copyright notice, trademarks,or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through USDD’s Product (as defined below).Nothing herein shall be deemed to give,transfer,or convey to Customer any rights in the Intellectual Property other than the License,as set forth above.For purposes of this Section,“Intellectual Property"means any and all rights of USDD related to USDD’s Products existing from time to time under patent law,copyright law,trade secret law,trademark law,unfair competition law,and any and all other proprietary rights, and any and all derivative works, work product, applications, renewals, extensions and restorations thereof, now or hereafter in force and effective worldwide. REMOTE ACCESS TO THE SYSTEM. 14.1.Remote Access.USDD requires remote network access to the Customer’s Products through Secure Shell (SSH)to perform implementation and support tasks under this Agreement.To enable remote network access,the Customer will provide USDD support personnel VPN or similar remote network access to the Products for USDD support personnel (“Customer Support”)to effectively troubleshoot critical or complex problems and to expedite resolution of such issues.Remote network access is also used to install core software upgrades and customized software.USDD will only access Customer’s Products with the knowledge and consent of Customer.USDD will not access any other systems or data. 14.2.Alternative to Network Access.If the Customer elects not to provide remote network access to the Products,then USDD may not be able to perform some support functions.Customers that elect not to routinely provide network access may temporarily reinstate this access to allow USDD to perform the above services.The following services will not be performed without this access:Product software upgrades;Product software customization;Network troubleshooting assistance including packet capture and network monitoring on USDD devices;Detailed log analysis; Bulk updates to certain Product database tables; Troubleshooting that requires low-level system access or large file transfer. 14.3.Timely Access.Customers much ensure that remote access is available prior to notifying USDD of a support request.In the event that the Customer is unable to provide remote access,USDD will not be required to provide support outside those tasks that do not require remote access, and any corresponding resolution response times will not apply. 14.4.Physical Security Tokens.USDD has multiple software engineers that provide after-hours support and these engineers do not typically take security tokens from the USDD office. If the customer requires the use of physical security tokens, this may delay after hours service. GOVERNING LAW.This proposal and any contract or agreement resulting therefrom will be governed by and construed according to the laws of the State of Arizona without regard to its conflicts of law principles. DISPUTE RESOLUTION/ARBITRATION.Before either USDD or Customer initiate any dispute resolution process related to the Agreement, they must schedule a mandatory executive resolution conference to be held within thirty (30)days of receipt of the other party’s written request. The conference must be attended by at least one executive from each party.At the conference,each party will present its view of the dispute in detail and the executives will enter into good faith negotiations in an attempt to resolve the dispute.If the dispute is not resolved within fifteen (15)days of the end of the conference or if one party refuses to attend the executive resolution conference,then USDD and Customer further agree that any remaining dispute between them arising out of or relating to this Agreement will be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules,to the extent such rules are not inconsistent with this Section,in the AAA’s Phoenix regional office by a single,neutral arbitrator.Discovery may be conducted either upon mutual consent of the parties or by order of the arbitrator upon good cause being shown.In ruling on motions pertaining to discovery,the arbitrator shall consider that the purpose of arbitration is to provide for the efficient and inexpensive resolution of disputes,and the arbitrator shall limit discovery whenever appropriate to ensure that this purpose is preserved.The arbitrator shall permit dispositive motions and issue a written decision sufficient to explain the essential findings and conclusions and may award damages.Any award rendered by the arbitrator will be final and binding upon USDD and Customer,and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.USDD and Customer expressly and irrevocably consent to the jurisdiction of the Maricopa County Superior Court of Arizona for such purpose.In the event a dispute is submitted to arbitration pursuant to this Section,the prevailing party shall be entitled to the payment of its reasonable attorneys’fees and costs, as determined by the arbitrator.Each of the parties shall keep all disputes and arbitration proceedings strictly confidential,except for disclosures of information required by applicable law or regulation. PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 11 of 12 FORCE MAJEURE.Except for Customer’s duty to pay sums due hereunder,neither party will be liable to the other for any failure to meet its obligations due to any Force Majeure Event.As used herein,a “Force Majeure Event”is one that is beyond the reasonable control of the non- performing party and may include,but is not limited to:(a)delays or refusals to grant an export license or the suspension or revocation thereof, (b)embargoes,blockages,seizure or freeze of assets,or any other acts of any government that would limit a party’s ability to perform the Contract,(c)fires,earthquakes,floods,tropical storms,hurricanes,tornadoes,severe weather conditions,or any other acts of God,(d) quarantines,pandemics,or regional medical crises,(e)labor strikes,lockouts,or pandemic worker shortages,(f)riots,strife,insurrection,civil disobedience,landowner disturbances,armed conflict,terrorism or war,declared or not (or impending threat of any of the foregoing,if such threat might reasonably be expected to cause injury to people or property),and (g)shortages or inability to obtain materials or components.The party unable to fulfill its obligations due to Force Majeure will promptly (i)Notify the other in writing of the reasons for its failure to fulfill its obligations and the effect of such failure; and (ii) Use all reasonable efforts to avoid or remove the cause and perform its obligations. If a Force Majeure Event results in a delay, then the date of performance will be extended by the period of time that the non-performing party is actually delayed or for any other period as the parties may agree in writing. In the event that a Force Majeure Event is ongoing for a period of time which is sixty (60) days or longer, USDD may provide notice to Customer that it is cancelling its Order. ACCEPTANCE OF TERMS.This proposal shall become a binding contract between the Customer and USDD when accepted in writing by the Customer.Without limiting the foregoing,issuance by Customer of a purchase order to USDD for any of the goods or services herein described shall constitute acceptance.Any such acceptance shall be with the mutual understanding that these Terms and Conditions of this proposal are a part thereof with the same effect as though signed by both parties named herein and shall prevail over any inconsistent provision of said order. No waiver,alteration,or modification of these terms and conditions shall be binding unless in writing and signed by an authorized representative of USDD. SEVERABILITY.In the event any provision or portion of a provision herein is determined to be illegal,invalid,or unenforceable,the validity and enforceability of the remaining provisions shall not be affected and,in lieu of such provision,a provision as similar in terms as may be legal, valid, and enforceable shall be added hereto. WAIVER.The failure of either party to insist upon strict performance of any provision of these Terms and Conditions,or to exercise any right provided for herein,shall not be deemed to be a waiver for the future of such provision or right,and no waiver of any provision or right shall affect the right of the waiving party to enforce any provision or right herein. NO JOINT VENTURE.The parties acknowledge that they are independent entities and nothing contained in these Terms and Conditions shall be construed to constitute either party hereto as the partner,joint venturer,employee,agent,servant,franchisee,or other representative of the other party hereto,and neither party has the right to bind or obligate the other,except as otherwise provided herein.Furthermore,nothing contained in these Terms and Conditions shall be construed to constitute Customer as an exclusive purchaser of the Products in any respect. THIS QUOTE SUBJECT TO REVIEW FOR ERRORS AND OMISSIONS. PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 12 of 12 USDD.TX_ANNA.FS02.FSA.DWGdesign byA B C D 4 3 2 1 4 2 1 A B C D 3 projectbuildingfilenamedateT H I S D O C U M E N T CONTAINS CONFID ENTIAL A N D P R O P R I E T A R Y I N F O R M A T I O N W H I C H I S THE EXCLUSIVE PROPERTY OF U S D IGI T AL DE S I G N S , I N C . R E P R O D U C T I O N , DISTRIBU TION OR USE BY OTHERS, IN WHO LE OR I N P A RT, IS N O T PER M ITTED W I T H O U T T H E W R I T T E N AUTHORIZATION FROM US D I G I T A L D E S I G N S , I N C . PoE = G2 ATX Power-over-Ethernet (PoE) ports 1...8 and G2 Expansion Module ports 1...12 A.n = G2 ATX Amplifier 1...4 EA.n = G2 External Amplifier 1...n CH.n = G2 Message Remote 2 Channel 1 or 2 4/24/2023 - 1:49PMSYMBOL DESCRIPTION G2 I/O REMOTE PUSH BUTTON - RED G2 STROBE LIGHT SPEAKER, WEATHER-PROOF SPEAKER, FLUSH MOUNT SPEAKER, METAL BOX G2 LED SPEAKER, FLUSH MOUNT G2 LED SPEAKER, METAL BOX OEM TRANSFORMER G2 HDTV REMOTE G2 COLOR INDICATOR REMOTE OEM FLAT PANEL MONITOR, XX", WITH MOUNT G2 MESSAGE SIGN (STANDARD 24") VOLUME CONTROL (CUSTOMER SUPPLIED) G2 ROOM REMOTE 2 ARTICULATING ARM MOUNT - LONG ADAPTER PLATE DOUBLE PUSH BUTTON - BLACK G2 OMNIALERT STROBE SPEAKER G2 MESSAGE SIGN (MINI 12") G2 MESSAGE SIGN (EXTENDED 36") ADAPTER PLATE SINGLE G2 MESSAGE REMOTE 2 G2 ATX STATION CONTROLLER G2 EXPANSION MODULE G2-UNINTERRUPTIBLE POWER SUPPLY OEM AMPLIFIER SYMBOL DESCRIPTION TVR PB BLACK PB RED CIR STR ATX I/O T UPS AMP MR2 EXP RR2 S S S ADS MSE MSML MSS MSM VC S S ADP MSML S LAR G2 LOCAL AREA REMOTE FPD MOUNT FPM - XX"addressEND- U S E R -A P P ROVALINSTAL L E R -R E V I E WEND-USER APPROVES STATION DESIGN FOR PURPOSES OF OBTAINING QUOTE. INSTALLER CONFIRMS DESIGN ALIGNS WITH SITE CONDITIONS. (SPEAKER MOUNTING TYPE, ATX LOCATION ETC.) SIGNATURE REQUIRED G2 VIDEO DOOR STATION VDS ANNA FIRE DEPARTMENT, TXFIRE STATION 02150 STANDRIDGE BLVD. ANNA, TX 75409DMGNOTES: 1. SEE ARCHITECTURAL SPECIFICATIONS FOR ALL ROUGH-IN AND INSTALLATION DETAILS. 2. US DIGITAL DESIGNS DOES NOT SUPPLY BACK BOXES, CONDUITS, OR MOUNTING FASTENERS. 3. PHOENIX G2 SYSTEM IS ABLE TO SIGNAL OWNER-FURBISHED SYSTEMS, (EXHAUST, LIGHT, GAS SHUT OFF, ETC.) BUT USDD DOES NOT SUPPLY THESE SYSTEMS AND CANNOT WARRANT OR SUPPORT ANY OF THEIR PERFORMANCE BEYOND THE TRANSMISSION OF RELAY SIGNAL TO THEM. 4. US DIGITAL DESIGNS FIRE STATION ALERTING PLANS ARE DIAGRAMMATIC AND FOR QUOTING PURPOSES ONLY. DRAWING MAY NOT BE TO SCALE. INSTALLER NOTES: 1. INSTALLER TO VERIFY WALL AND CEILING TYPE TO DETERMINE NEED FOR FLUSH OR SURFACE MOUNT INSTALLATION OF EQUIPMENT SPECIFIED. 2. INSTALLER TO COORDINATE CONNECTION BETWEEN ATX STATION CONTROLLER’S LINE-LEVEL AUDIO OUTPUT AND (EXISTING) OWNER-FURBISHED HOUSE AUDIO SYSTEM (AMP). (IF APPLICABLE) 3. INSTALLER TO PROVIDE CAT6 & 18/4 CABLES FROM ATX CONTROLLER TO CUSTOMER'S STATION RADIO FOR BACKUP. 4. INSTALLER TO PROVIDE CAT6 CABLE FROM ATX CONTROLLER WAN OUTPUT TO CUSTOMER'S IN-STATION NETWORK. 5. INSTALLER TO COORDINATE CONNECTION BETWEEN EXISTING STATION LIGHTING CONTROL SYSTEM AND RELAY OUTPUT FROM ATX STATION CONTROLLER OR I/O REMOTE WITH OWNER. (IF APPLICABLE) 6. VOLUME CONTROL TO BE PROVIDED BY OWNER OR INSTALLER IF SHOWN ON DRAWING. 7. INSTALLER TO VERIFY AND CONSIDER LOCATION(S) OF NETWORK AND RADIO CONNECTIONS.SA.4TAP @ 4W RR2RR2RR2RR2RR2S S S S S ALL RR2 PoE (TYP. 8)RR2RR2S S PoE PoE TVR TO ATX SWITCH ONLY TVR TO ATX SWITCH ONLY PB BLACK PB RED DOORBELL EMERGENCY ALERT ATX UPS MR2 MR2 MR2-A PoE MR2-B PoE EXP UPS ADPMSMLMSSMSSPoEADPMSMLMSSMSSPoE S TO MR2-A BY ATX S TO MR2-A BY ATX S A.4 TAP @ 8W S A.4 TAP @ 8W PB RED EMERGENCY ALERT TVR TO ATX SWITCH ONLY STR S S SS A.1 TVR TO ATX SWITCH ONLYRR2RR2S S S S S S S A.3 RR2S A.2 S S S S S SS S S A.1 MR2 MR2-C PoE Count Name 1 G2 ATX STATION CONTROLLER 1 G2 EXPANSION UNIT (G2-EXP-12) 4 G2 HDTV REMOTE 15 G2 LED SPEAKER (G2-LVL-HC-70) 3 G2 MESSAGE REMOTE 2 4 G2 MESSAGE SIGN STANDARD (MS-G2-S) 2 G2 MS ADAPTOR PLATE DOUBLE (AP-D) 3 G2 OMNISTROBE SPEAKER 1 G2 STROBE LIGHT 2 G2 UPS (G2-UPS) 2 MS-MNT-ART-L 1 PUSH BUTTON (BLACK) 2 PUSH BUTTON (RED) 10 ROOM REMOTE 2 (RR-2) 16 SPEAKER FLUSH MOUNT 3 SPEAKER WEATHER-PROOF Count Name 15 G2 PoE PORT REQUIRED USDD.TX_ANNA.FS02.FSA.DWGdesign byA B C D 4 3 2 1 4 2 1 A B C D 3 projectbuildingfilenamedateT H I S D O C U M E N T CONTAINS CONFID ENTIAL A N D P R O P R I E T A R Y I N F O R M A T I O N W H I C H I S THE EXCLUSIVE PROPERTY OF U S D IGI T AL DE S I G N S , I N C . R E P R O D U C T I O N , DISTRIBU TION OR USE BY OTHERS, IN WHO LE OR I N P A RT, IS N O T PER M ITTED W I T H O U T T H E W R I T T E N AUTHORIZATION FROM US D I G I T A L D E S I G N S , I N C . PoE = G2 ATX Power-over-Ethernet (PoE) ports 1...8 and G2 Expansion Module ports 1...12 A.n = G2 ATX Amplifier 1...4 EA.n = G2 External Amplifier 1...n CH.n = G2 Message Remote 2 Channel 1 or 2 4/24/2023 - 1:49PMSYMBOL DESCRIPTION G2 I/O REMOTE PUSH BUTTON - RED G2 STROBE LIGHT SPEAKER, WEATHER-PROOF SPEAKER, FLUSH MOUNT SPEAKER, METAL BOX G2 LED SPEAKER, FLUSH MOUNT G2 LED SPEAKER, METAL BOX OEM TRANSFORMER G2 HDTV REMOTE G2 COLOR INDICATOR REMOTE OEM FLAT PANEL MONITOR, XX", WITH MOUNT G2 MESSAGE SIGN (STANDARD 24") VOLUME CONTROL (CUSTOMER SUPPLIED) G2 ROOM REMOTE 2 ARTICULATING ARM MOUNT - LONG ADAPTER PLATE DOUBLE PUSH BUTTON - BLACK G2 OMNIALERT STROBE SPEAKER G2 MESSAGE SIGN (MINI 12") G2 MESSAGE SIGN (EXTENDED 36") ADAPTER PLATE SINGLE G2 MESSAGE REMOTE 2 G2 ATX STATION CONTROLLER G2 EXPANSION MODULE G2-UNINTERRUPTIBLE POWER SUPPLY OEM AMPLIFIER SYMBOL DESCRIPTION TVR PB BLACK PB RED CIR STR ATX I/O T UPS AMP MR2 EXP RR2 S S S ADS MSE MSML MSS MSM VC S S ADP MSML S LAR G2 LOCAL AREA REMOTE FPD MOUNT FPM - XX"addressEND- U S E R -A P P ROVALINSTAL L E R -R E V I E WEND-USER APPROVES STATION DESIGN FOR PURPOSES OF OBTAINING QUOTE. INSTALLER CONFIRMS DESIGN ALIGNS WITH SITE CONDITIONS. (SPEAKER MOUNTING TYPE, ATX LOCATION ETC.) SIGNATURE REQUIRED G2 VIDEO DOOR STATION VDS ANNA FIRE DEPARTMENT, TXFIRE STATION 02150 STANDRIDGE BLVD. ANNA, TX 75409DMGNOTES: 1. SEE ARCHITECTURAL SPECIFICATIONS FOR ALL ROUGH-IN AND INSTALLATION DETAILS. 2. US DIGITAL DESIGNS DOES NOT SUPPLY BACK BOXES, CONDUITS, OR MOUNTING FASTENERS. 3. PHOENIX G2 SYSTEM IS ABLE TO SIGNAL OWNER-FURBISHED SYSTEMS, (EXHAUST, LIGHT, GAS SHUT OFF, ETC.) BUT USDD DOES NOT SUPPLY THESE SYSTEMS AND CANNOT WARRANT OR SUPPORT ANY OF THEIR PERFORMANCE BEYOND THE TRANSMISSION OF RELAY SIGNAL TO THEM. 4. US DIGITAL DESIGNS FIRE STATION ALERTING PLANS ARE DIAGRAMMATIC AND FOR QUOTING PURPOSES ONLY. DRAWING MAY NOT BE TO SCALE. INSTALLER NOTES: 1. INSTALLER TO VERIFY WALL AND CEILING TYPE TO DETERMINE NEED FOR FLUSH OR SURFACE MOUNT INSTALLATION OF EQUIPMENT SPECIFIED. 2. INSTALLER TO COORDINATE CONNECTION BETWEEN ATX STATION CONTROLLER’S LINE-LEVEL AUDIO OUTPUT AND (EXISTING) OWNER-FURBISHED HOUSE AUDIO SYSTEM (AMP). (IF APPLICABLE) 3. INSTALLER TO PROVIDE CAT6 & 18/4 CABLES FROM ATX CONTROLLER TO CUSTOMER'S STATION RADIO FOR BACKUP. 4. INSTALLER TO PROVIDE CAT6 CABLE FROM ATX CONTROLLER WAN OUTPUT TO CUSTOMER'S IN-STATION NETWORK. 5. INSTALLER TO COORDINATE CONNECTION BETWEEN EXISTING STATION LIGHTING CONTROL SYSTEM AND RELAY OUTPUT FROM ATX STATION CONTROLLER OR I/O REMOTE WITH OWNER. (IF APPLICABLE) 6. VOLUME CONTROL TO BE PROVIDED BY OWNER OR INSTALLER IF SHOWN ON DRAWING. 7. INSTALLER TO VERIFY AND CONSIDER LOCATION(S) OF NETWORK AND RADIO CONNECTIONS. S TO MR2-C BY ATX S SS A.1 H-GAC Houston-Galveston Area Council P.O. Box 22777 · 3555 Timmons · Houston, Texas 77227-2777 Cooperative Agreement - Contract - Honeywell International, Inc. - Public Services - ID: 10811 Page 1 of 13 MASTER GENERAL PROVISIONS This Master Agreement is made and entered into, by and between the Houston-Galveston Area Council hereinafter referred to as H-GAC having its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027 and Honeywell International, Inc., hereinafter referred to as the Contractor, having its principal place of business at 1835 E 6th Street Suite 27, Tempe, AZ 85288. WITNESSETH: WHEREAS, H-GAC hereby engages the Contractor to perform certain services in accordance with the specifications of the Master Agreement; and WHEREAS, the Contractor has agreed to perform such services in accordance with the specifications of the Master Agreement; NOW, THEREFORE, H-GAC and the Contractor do hereby agree as follows: ARTICLE 1: LEGAL AUTHORITY The Contractor warrants and assures H-GAC that it possesses adequate legal authority to enter into this Master Agreement. The Contractor's governing body, where applicable, has authorized the signatory official(s) to enter into this Master Agreement and bind the Contractor to the terms of this Master Agreement and any subsequent amendments hereto. ARTICLE 2: APPLICABLE LAWS The Contractor agrees to conduct all activities under this Master Agreement in accordance with all federal laws, executive orders, policies, procedures, applicable rules, regulations, directives, standards, ordinances, and laws, in effect or promulgated during the term of this Master Agreement, including without limitation, workers’ compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When required, the Contractor shall furnish H-GAC with satisfactory proof of its compliance therewith. ARTICLE 3: PUBLIC INFORMATION Except as stated below, all materials submitted to H-GAC, including any attachments, appendices, or other information submitted as a part of a submission or Master Agreement, are considered public information, and become the property of H-GAC upon submission and may be reprinted, published, or distributed in any manner by H-GAC according to open records laws, requirements of the US Department of Labor and the State of Texas, and H-GAC policies and procedures. In the event the Contractor wishes to claim portions of the response are not subject to the Texas Public Information Act, it shall so; however, the determination of the Texas Attorney General as to whether such information must be disclosed upon a public request shall be binding on the Contractor. H-GAC will request such a determination only if Contractor bears all costs for preparation of the submission. H-GAC is not responsible for the return of creative examples of work submitted. H-GAC will not be held accountable if material from submissions is obtained without the written consent of the contractor by parties other than H-GAC, at any time during the evaluation process. ARTICLE 4: INDEPENDENT CONTRACTOR The execution of this Master Agreement and the rendering of services prescribed by this Master Agr eement do not change the independent status of H-GAC or the Contractor. No provision of this Master Agreement or act of H- GAC in performance of the Master Agreement shall be construed as making the Contractor the agent, servant, or employee of H-GAC, the State of Texas, or the United States Government. Employees of the Contractor are DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105 Page 2 of 13 subject to the exclusive control and supervision of the Contractor. The Contractor is solely responsible for employee related disputes and discrepancies, including employee payrolls and any claims arising therefrom. ARTICLE 5: ANTI-COMPETITIVE BEHAVIOR Contractor will not collude, in any manner, or engage in any practice which may restrict or eliminate competition or otherwise restrain trade. ARTICLE 6: SUSPENSION AND DEBARMENT Debarment and Suspension (Executive Orders 12549 and 12689) – A contract award (2 CFR 180.220) must not be made to parties listed on the government -wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1966 Comp. p. 189) and 12689 (3 CFR Part 1989 Comp. p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Pursuant to the Federal Rule above, Respondent certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency or by the State of Texas and at all times during the term of the Contract neither it nor its principals will be debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency or by the State of Texas Respondent shall immediately provide the written notice to H-GAC if at any time the Respondent learns that this certification was erroneous when submitted or has become erroneous by reason of changed circumstances. H-GAC may rely upon a certification of the Respondent that the Respondent is not debarred, suspended, ineligible, or voluntarily excluded from the covered contract, unless the H-GAC knows the certification is erroneous. ARTICLE 7: GOAL FOR CONTRACTING WITH SMALL AND MINORITY BUSINESSES, WOMEN’S BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS (if subcontracts are to be let) H-GAC’s goal is to assure that small and minority businesses, women's business enterprises, and labor surplus area firms are used when possible in providing services under a contract. In accordance with federal procurements requirements of 2 CFR §200.321, if subcontracts are to be let, the prime contractor must take the affirmative steps listed below: 1. Placing qualified small and minority businesses and women’s business enterprises on solicitation lists; 2. Assuring that small and minority businesses and women’s business enterprises are solicited whenever they are potential sources; 3. Dividing total requirements, when economically feasible, into smaller task or quantities to permit maximum participation by small and minority businesses, and women’s business enterprises; 4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women’s business enterprises; 5. Using the services and assistance as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. 6. Nothing in this provision will be construed to require the utilization of any firm that is either unqualified or unavailable. The Small Business Administration (SBA) is the primary reference and database for information on requirements related to Federal Subcontracting https://www.sba.gov/federal-contracting/contracting-guide/prime- subcontracting NOTE: The term DBE as used in this solicitation is understood to encompass all programs/business enterprises such as: Small Disadvantaged Business (SDB), Historically Underutilized Business (HUB), Minority Owned Business Enterprise (MBE), Women Owned Business Enterprise (WBE) and Disabled Veteran Business Enterprise (DVBE) or other designation as issued by a certifying agency. Contractor agrees to work with and assist HGACBuy customer in meeting any DBE targets and goals, as may be required by any rules, processes, or programs they might have in place. Assistance may i nclude compliance with reporting requirements, provision of documentation, consideration of Certified/Listed subcontractors, provision of documented evidence that an active participatory role for a DBE entity was DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105 Page 3 of 13 considered in a procurement transaction, etc. ARTICLE 8: SCOPE OF SERVICES The services to be performed by the Contractor are outlined in an Attachment to this Master Agreement. ARTICLE 9: PERFORMANCE PERIOD This Master Agreement shall be performed during the period which begins Aug 01 2023 and ends Jun 30 2025. All services under this Master Agreement must be rendered within this performance period, unless directly specified under a written change or extension provisioned under Article 21, which shall be fully executed by both parties to this Master Agreement. ARTICLE 10: PAYMENT OR FUNDING Payment provisions under this Master Agreement are outlined in the Special Provisions. H-GAC will not pay for any expenses incurred prior to the execution date of a contract, or any expenses incurred after the termination date of the contract. ARTICLE 11: PAYMENT FOR WORK The H-GAC Customer is responsible for making payment to the Contractor upon delivery and acceptance of the goods or completion of the services and submission of the subsequent invoice. ARTICLE 12: PAYMENT TERMS/PRE-PAYMENT/QUANTITY DISCOUNTS If discounts for accelerated payment, pre-payment, progress payment, or quantity discounts are offered, they must be clearly indicated in the Contractor’s submission prior to contract award. The applicability or acceptance of these terms is at the discretion of the Customer. ARTICLE 13: REPORTING REQUIREMENTS If the Contractor fails to submit to H-GAC in a timely and satisfactory manner any report required by this Master Agreement, or otherwise fails to satisfactorily render performances hereunder, H-GAC may terminate this Master Agreement with notice as identified in Article 29 of these General Provisions. H-GAC has final determination of the adequacy of performance and reporting by Contractor. Termination of this Master Agreement for failure to perform may affect Contractor’s ability to participate in future opportunities with H -GAC. The Contractor's failure to timely submit any report may also be considered cause for termination of this Master Agreement. Any additional reporting requirements shall be set forth in the Special Provisions of this Master Agreement. ARTICLE 14: INSURANCE Contractor shall maintain insurance coverage for work performed or services rendered under this Master Agreement as outlined and defined in the attached Special Provisions. ARTICLE 15: SUBCONTRACTS AND ASSIGNMENTS Except as may be set forth in the Special Provisions, the Contractor agrees not to assign, transfer, convey, sublet, or otherwise dispose of this Master Agreement or any right, title, obligation, or interest it may have therein to any third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Master Agr eement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor’s subcontractors, with any laws or regulations. ARTICLE 16: AUDIT Notwithstanding any other audit requirement, H-GAC reserves the right to conduct or cause to be conducted an independent audit of any transaction under this Master Agreement, such audit may be performed by the H-GAC local government audit staff, a certified public accountant firm, or other auditors designated by H-GAC and will be conducted in accordance with applicable professional standards and practices. The Contractor understands and DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105 Page 4 of 13 agrees that the Contractor shall be liable to the H-GAC for any findings that result in monetary obligations to H- GAC. ARTICLE 17: TAX EXEMPT STATUS H-GAC and Customer members are either units of government or qualified non-profit agencies, and are generally exempt from Federal and State sales, excise or use taxes. Respondent must not include taxes in its Response. It is the responsibility of Contractor to determine the applicability of any taxes to an order and act accordingly. Exemption certificates will be provided upon request. ARTICLE 18: EXAMINATION OF RECORDS The Contractor shall maintain during the course of the work complete and accurate records of all of the Contractor's costs and documentation of items which are chargeable to H-GAC under this Master Agreement. H- GAC, through its staff or designated public accounting firm, the State of Texas, and United States Government, shall have the right at any reasonable time to inspect, copy and audit those records on or off the premises by authorized representatives of its own or any public accounting firm selected by H-GAC. The right of access to records is not limited to the required retention period, but shall last as long as the records are retained. Failure to provide access to records may be cause for termination of the Master Agreement. The records to be thus maintained and retained by the Contractor shall include (without limitation): (1) personnel and payroll records, including social security numbers and labor classifications, accounting for total time distribution of the Contractor's employees working full or part time on the work, as well as cancelled payroll checks, signed receipts for payroll payments in cash, or other evidence of disbursement of payroll payments; (2) invoices for purchases, receiving and issuing documents, and all other unit inventory records for the Contractor's stocks or capital items; and (3) paid invoices and cancelled checks for materials purchased and for subcontractors' and any other third parties' charges. Contractor agrees that H-GAC will have the right, with reasonable notice, to inspect its records pertaining to purchase orders processed and the accuracy of the fees payable to H-GAC. The Contractor further agrees that the examination of records outlined in this article shall be included in all subcontractor or third-party Master Agreements. ARTICLE 19: RETENTION OF RECORDS The Contractor and its subcontractors shall maintain all records pertinent to this Master Agreement, and all other financial, statistical, property, participant records, and supporting documentation for a period of no less than seven (7) years from the later of the date of acceptance of the final payment or until all audit findings have been resolved. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the retention period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the seven (7) years, whichever is later, and until any outstanding litigation, audit, or claim has been fully resolved. ARTICLE 20: DISTRIBUTORS, VENDORS, RESELLERS Contractor agrees and acknowledges that any such designations of distributors, vendors, resellers or the like are for the convenience of the Contractor only and the awarded Contractor will remain responsible and liable for all obligations under the Contract and the performance of any designated distributor, vendor, reseller, etc. Contractor is also responsible for receiving and processing any Customer purchase order in accordance with the Contract and forwarding of the Purchase Order to the designated distributor, vendor, reseller, etc. to complete the sale or service. H-GAC reserves the right to reject any entity acting on the Contractor’s behalf or refuse to add entities after a contract is awarded. ARTICLE 21: CHANGE ORDERS AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Master Agreement, which are required by changes in federal or state law or by regulations, are automatically incorporated without written amendment hereto, and shall become effective on the date designated by such law or by regulation. B. To ensure the legal and effective performance of this Master Agreement, both parties agree that any amendment that affects the performance under this Master Agreement must be mutually agreed upon and DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105 Page 5 of 13 that all such amendments must be in writing. After a period of no less than 30 days subsequent to written notice, unless sooner implementation is required by law, such amendments shall have the effect of qualifying the terms of this Master Agreement and shall be binding upon the parties as if written herein. C. Customers have the right to issue a change order to any purchase orders issued to the Contractor for the purposes of clarification or inclusion of additional specifications, qualifications, conditions, etc. The change order must be in writing and agreed upon by Contractor and the Customer agency prior to issuance of any Change Order. A copy of the Change Order must be provided by the Contractor to, and acknowledged by, H-GAC. ARTICLE 22: CONTRACT ITEM CHANGES A. If a manufacturer discontinues a contracted item, that item will automatically be considered deleted from the contract with no penalty to Contractor. However, H-GAC may at its sole discretion elect to make a contract award to the next lowest Respondent for the item, or take any other action deemed by H-GAC, at its sole discretion, to be in the best interests of its Customers. B. If a manufacturer makes any kind of change in a contracted item which affects the contract price, Contractor must advise H-GAC of the details. H-GAC may allow or reject the change at its sole discretion. If the change is rejected, H-GAC will remove the item from its program and there will be no penalty to Contractor. However, H-GAC may at its sole discretion elect to make a contract award to the next lowest Respondent for the item, or take any other action deemed by H-GAC, at its sole discretion, to be in the best interests of its Customers. C. If a manufacturer makes any change in a contracted item which does not affect the contract price, Contractor shall advise H-GAC of the details. If the 'new' item is equal to or better than the originally contracted item, the 'new' item shall be approved as a replacement. If the change is rejected H-GAC will remove the item from its program and there will be no penalty to Contractor. However, H-GAC may at its sole discretion elect to make a contract award to the next lowest Respondent for the item or may take any other action deemed by H-GAC at its sole discretion, to be in the best interests of its Customers. D. In the case of specifically identified catalogs or price sheets which have been contracted as base bid items or as published options, routine published changes to products and pricing will be automatically incorporated into the contract. However, Contractor must still provide thirty (30) calendar days written notice and an explanation of the changes to products and pricing. H-GAC will respond with written approval. ARTICLE 23: CONTRACT PRICE ADJUSTMENTS Price Decreases If Contractor’s Direct Cost decreases at any time during the full term of this award, Contractor must immediately pass the decrease on to H-GAC and lower its prices by the amount of the decrease in Direct Cost. (Direct Cost means Contractor’s cost from the manufacturer of any item or if Contractor is the manufacturer, the cost of raw materials required to manufacture the item, plus costs of transportation from manufacturer to Contractor and Contractor to H-GAC. Contractor must notify H-GAC of price decreases in the same way as for price increases set out below. The price decrease shall become effective upon H-GAC’s receipt of Contractor’s notice. If Contractor routinely offers discounted contract pricing, H-GAC may request Contractor accept amended contract pricing equivalent to the routinely discounted pricing Price Increases Contractors may request a price increase for items priced as Base Bid items and Published Options after twelve (12) months from the bid opening date of the bid received by H-GAC. The amount of any increase will not exceed actual documented increase in Contractor’s Direct Cost and will not exceed 10% of the previous bid price. Considerations on the percentage limit will be given if the price increase is the result of increased tariff charges, or other economic factors. Price Changes DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105 Page 6 of 13 Any permanent increase or decrease in offered pricing for a base contract item or published option is considered a price change. Temporary increases in pricing by whatever name (e.g. ‘surcharge’, ‘adjustment’, ‘equalization charge’, ‘compliance charge’, ‘recovery charge’, etc.), are also considered to be price changes. For published catalogs and price sheets as part of an H-GAC contract, requests to amend the contract to reflect any new published catalog or price sheet must be submitted whenever the manufacturer publishes a new document. The request must include the new catalog or price sheet. All Products shall, at time of sale, be equipped as required under any then current applicable local, state, and federal government requirements. If, during the course of any contract, changes are made to any government requirements which cause a manufacturer's costs of production to increase, Contractor may increase pricing to the extent of Contractor’s actual cost increase. The increase must be substantiated with support documentation acceptable to H-GAC prior to taking effect. Modifications to a Product required to comply with such requirements which become effective after the date of any sale are the responsibility of the Customer. Requesting Price Increase/Required Documentation Contractor must submit a written notification at least thirty (30) calendar days prior to the requested effective date of the change, setting the amount of the increase, along with an itemized list of any increased prices, showing the Contractor’s current price, revised price, the actual dollar difference and the percentage of the price increase by line item. Price change requests must include H-GAC Forms D Offered Item Pricing and E Options Pricing, or the documentation used to submit pricing in the original Response and be supported with substantive documentation (e.g. manufacturer's price increase notices, copies of invoices from suppliers, etc.) clearly showing that Contractor's actual costs have increased per the applicable line-item bid. The Producer Price Index (PPI) may be used as partial justification, subject to approval by H-GAC, but no price increase based solely on an increase in the PPI will be allowed. This documentation should be submitted in Excel format to facilitate analysis and updating of the website. The letter and documentation must be sent to Brian Denzel, H-GAC, Public Services Manager at brian.denzel@h-gac.com. Review/Approval of Requests If H-GAC approves the price increase, Contractor will be notified in writing; no price increase will be effective until Contractor receives this notice. If H-GAC does not approve Contractor’s price increase, Contractor may terminate its performance upon sixty (60) days advance written notice to H-GAC, however Contractor must fulfill any outstanding Purchase Orders. Termination of performance is Contractor’s only remedy if H-GAC does not approve the price increase. H-GAC reserves the right to accept or reject any price change request. ARTICLE 24: DELIVERIES AND SHIPPING TERMS The Contractor agrees to make deliveries only upon receipt of authorized Customer Purchase Order acknowledged by H-GAC. Delivery made without such Purchase Order will be at Contractor’s risk and will leave H-GAC the option of canceling any contract awarded to the Contractor. The Contractor must secure and deliver any item within five (5) working days, or as agreed to on any corresponding customer Purchase Order. Shipping must be Freight On Board Destination to the delivery location designated on the Customer purchase order. The Contractor will retain title and control of all goods until delivery is completed and the Customer has accepted the delivery. All risk of transportation and all related charges are the responsibi lity of the Contractor. The Customer will notify the Contractor and H-GAC promptly of any damaged goods and will assist the Contractor in arranging for inspection. The Contractor must file all claims for visible or concealed damage. Unless otherwise stated in the Master Agreement, deliveries must consist only of new and unused merchandise. ARTICLE 25: RESTOCKING (EXCHANGES AND RETURNS) There will be no restocking charge to the Customer for return or exchange of any item purchased under the terms of any award. If the Customer wishes to return items purchased under an awarded contract, the Contractor agrees to exchange, these items for other items, with no additional charge incurred. Items must be returned to Contractor within thirty (30) days from date of delivery. If there is a difference in price in the items exchanged, the Contractor must notify H-GAC and invoice Customer for increase price or provide the Customer with a credit or refund for any decrease in price per Customer’s preference. On items returned, a credit or cash refund will be issued by the Contractor to Customer. This return and exchange option will extend for thirty (30) days following the expiration DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105 Page 7 of 13 of the term of the Contract. All items returned by the Customer must be unused and in the same merchantable condition as when received. Items that are special ordered may be returned only upon approval of the Contractor. ARTICLE 26: MANUALS Each product delivered under contract to any Customer must be delivered with at least one (1) copy of a safety and operating manual and any other technical or maintenance manual. The cost of the manual(s) must be included in the price for the Product offered. ARTICLE 27: OUT OF STOCK, PRODUCT RECALLS, AND DISCONTINUED PRODUCTS H-GAC does NOT purchase the products sold pursuant to a Solicitation or Master Agreement. Contractor is responsible for ensuring that notices and mailings, such as Out of Stock or Discontinued Notices, Safety Alerts, Safety Recall Notices, and customer surveys, are sent directly to the Customer with a copy sent to H-GAC. Customer will have the option of accepting any equivalent product or canceling the item from Customer’s Purchase Order. Contractor is not authorized to make substitutions without prior approval. ARTICLE 28: WARRANTIES, SALES, AND SERVICE Warranties must be the manufacturer's standard and inclusive of any other warranty requirements stated in the Master Agreement; any warranties offered by a dealer will be in addition to the manufacturer’s standard warranty and will not be a substitute for such. Pricing for any product must be inclusive of the standard warranty. Contractor is responsible for the execution and effectiveness of all product warranty requests and any claims, Contractor agrees to respond directly to correct warranty claims and to ensure reconciliation of warranty claims that have been assigned to a third party. ARTICLE 29: TERMINATION PROCEDURES The Contractor acknowledges that this Master Agreement may be terminated for Convenience or Default. H-GAC will not pay for any expenses incurred after the termination date of the contract. A. Convenience H-GAC may terminate this Master Agreement at any time, in whole or in part, with or without cause, whenever H-GAC determines that for any reason such termination is in the best interest of H-GAC, by providing written notice by certified mail to the Contractor. Upon receipt of notice of termination, all services hereunder of the Contractor and its employees and subcontractors shall cease to the extent specified in the notice of termination. The Contractor may cancel or terminate this Master Agreement upon submission of thirty (30) days written notice, presented to H-GAC via certified mail. The Contractor may not give notice of cancellation after it has received notice of default from H-GAC. B. Default H-GAC may, by written notice of default to the Contractor, terminate the whole or any part of the Master Agreement, in any one of the following circumstances: (1) If the Contractor fails to perform the services herein specified within the time specified herein or any extension thereof; or (2) If the Contractor fails to perform any of the other provisions of this Master Agreement for any reason whatsoever, or so fails to make progress or otherwise violates the Master Agreements that completion of services herein specified within the Master Agreement term is significantly endangered, and in either of these two instances does not cure such failure within a period of ten (10) days (or such longer period of time as may be authorized by H-GAC in writing) after receiving written notice by certified mail of default from H-GAC. (3) In the event of such termination, Contractor will notify H-GAC of any outstanding Purchase Orders and H-GAC will consult with the End User and notify the Contractor to what extent the End User wishes the Contractor to complete the Purchase Order. If Contractor is unable to do so, Contractor may be subject to a claim for damages from H-GAC and/or the End User. DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105 Page 8 of 13 ARTICLE 30: SEVERABILITY H-GAC and Contractor agree that should any provision of this Master Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Master Agreement, which shall continue in full force and effect. ARTICLE 31: FORCE MAJEURE To the extent that either party to this Master Agreement shall be wholly or partially prevented from the performance of any obligation or duty placed on such party by reason of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause reasonably beyond the party's control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed. Determination of force majeure shall rest solely with H-GAC. ARTICLE 32: CONFLICT OF INTEREST No officer, member or employee of the Contractor or Contractors subcontractor, no member of the governing body of the Contractor, and no other public officials of the Contractor who exercise any functions or responsibilities in the review or Contractor approval of this Master Agreement, shall participate in any decision relating to this Master Agreement which affects his or her personal interest, or shall have any personal or pecuniary interest, direct or indirect, in this Master Agreement. A. Conflict of Interest Questionnaire: Chapter 176 of the Texas Local Government Code requires contractors contracting or seeking to contract with H-GAC to file a conflict-of-interest questionnaire (CIQ) if they have an employment or other business relationship with an H-GAC officer or an officer’s close family member. The required questionnaire and instructions are located on the H-GAC website or at the Texas Ethics Commission website https://www.ethics.state.tx.us/forms/CIQ.pdf. H-GAC officers include its Board of Directors and Executive Director, who are listed on this website. Respondent must complete and file a CIQ with the Texas Ethics Commission if an employment or business relationship with H-GAC office or an officer’s close family member as defined in the law exists. B. Certificate of Interested Parties Form – Form 1295: As required by Section 2252.908 of the Texas Government Code. H-GAC will not enter a Contract with Contractor unless (i) the Contractor submits a disclosure of interested parties form to H-GAC at the time the Contractor submits the contract H-GAC, or (ii) the Contractor is exempt from such requirement. The required form and instructions are located at the Texas Ethics Commission website https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm. Respondents who are awarded a Contract must submit their Form 1295 with the signed Contract to H-GAC. ARTICLE 33: FEDERAL COMPLIANCE Contractor agrees to comply with all federal statutes relating to nondiscrimination, labor standards, and environmental compliance. With regards to “Rights to Inventions Made Under a Contract or Master Agreement,” If the Federal award meets the definition of “funding Master Agreement” under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding Master Agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Master Agreements,” and any implementing regulations issued by the awarding agency. Contractor agrees to be wholly compliant with the provisions of 2 CFR 200, Appendix II. Additionally, for work to be performed under the Master Agreement or subcontract thereof, including procurement of materials or leases of equipment, Contractor shall notify each potential subcontractor or supplier of the Contractor's federal compliance obligations. These may include, but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) the Fair Labor Standards Act of 1938 (29 USC 676 et. seq.), (d) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of handicaps and the Americans with Disabilities Act of 1990; (e) the Age Discrimination in Employment Act of 1967 (29 USC 621 et. seq.) and the Age Discrimination Act of 1974, as amended (42 U.S.C. §§ 6101-6107), DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105 Page 9 of 13 which prohibits discrimination on the basis of age; (f) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92- 255), as amended, relating to nondiscrimination on the basis of drug abuse; (g) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to the nondiscrimination on the basis of alcohol abuse or alcoholism; (h) §§ 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. 290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (i) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; (j) any other nondiscrimination provisions in any specific statute(s) applicable to any Federal funding for this Master Agreement; (k) the requirements of any other nondiscrimination statute(s) which may apply to this Master Agreement; (l) applicable provisions of the Clean Air Act (42 U.S.C. §7401 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. §1251 et seq.), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations at 40 CPR Part 15; (m) applicable provisions of the Davis- Bacon Act (40 U.S.C. 276a - 276a- 7), the Copeland Act (40 U.S.C. 276c), and the Contract Work Hours and Safety Standards Act (40 U.S.C. 327- 332), as set forth in Department of Labor Regulations at 20 CPR 5.5a; (n) the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94-163). ARTICLE 34: PROHIBITION ON CONTRACTING WITH ENTITIES USING CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE EQUIPMENT (EFFECTIVE AUG. 13, 2020 AND AS AMENDED OCTOBER 26, 2020) Pursuant to 2 CFR 200.216, Contractor shall not offer equipment, services, or system that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critica l technology as part of any system. Covered telecommunications equipment or services means 1) telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); 2) for the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); 3) telecommunications or video surveillance services provided by such entities or using such equipment; or 4) telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. Respondent must comply with requirements for certifications. The provision at 48 C.F.R Section 52.204-26 requires that offerors review SAM prior to completing their required representations. This rule applies to all acquisitions, including acquisitions at or below the simplified acquisition threshold and to acquisitions of commercial items, including commercially available off the-shelf items. ARTICLE 35: DOMESTIC PREFERENCE In accordance with 2 CFR 200.322, as appropriate and to the extent consistent with law, when using federal grant award funds H-GAC should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). H-GAC must include this requirement in all subawards including all contracts and purchase orders for work or products under the federal grant award. If Contractor intends to qualify for Purchase Orders using federal grant money, then it shall work with H-GAC to provide all required certifications and other documentation needed to show compliance. ARTICLE 36: CRIMINAL PROVISIONS AND SANCTIONS The Contractor agrees to perform the Master Agreement in conformance with safeguards against fraud and abuse as set forth by the H-GAC, the State of Texas, and the acts and regulations of any related state or federal agency. The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud, abuse, or other criminal activity through the filing of a written report within twenty-four (24) hours of knowledge thereof. Contractor shall notify H-GAC of any accident or incident requiring medical attention arising from its activities under this Master Agreement within twenty-four (24) hours of such occurrence. Theft or willful damage to property on loan to the Contractor from H-GAC, if any, shall be reported to local law enforcement agencies and H-GAC within two (2) hours of discovery of any such act. DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105 Page 10 of 13 The Contractor further agrees to cooperate fully with H-GAC, local law enforcement agencies, the State of Texas, the Federal Bureau of Investigation, and any other duly authorized investigative unit, in carrying out a full investigation of all such incidents. The Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the Contractor pertaining to this Master Agreement or which would adversely affect the Contractor’s ability to perform services under this Master Agreement. ARTICLE 37: INDEMNIFICATION AND RECOVERY H-GAC’s liability under this Master Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to its order processing charge. In no event will H-GAC be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits, or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees, to the extent permitted by law, to defend and hold harmless H-GAC, its board members, officers, agents, officials, employees, and indemnities from any and all claims, costs, expenses (including reasonable attorney fees), actions, causes of action, judgements, and liens arising as a result of Contractor’s negligent act or omission under this Master Agreement. Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against Contractor relating to this Master Agreement. ARTICLE 38: LIMITATION OF CONTRACTOR’S LIABILITY Except as specified in any separate writing between the Contractor and an END USER, Contractor’s total liability under this Master Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, but excluding its obligation to indemnify H-GAC, is limited to the price of the particular products/services sold hereunder, and Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. In no event will Contractor be liable for any loss of use, loss of time, inconvenience, commercial loss, loss of profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor understands and agrees that it shall be liable to repay and shall repay upon demand to END USER any amounts determined by H-GAC, its independent auditors, or any agency of State or Federal government to have been paid in violation of the terms of this Master Agreement. ARTICLE 39: TITLES NOT RESTRICTIVE The titles assigned to the various Articles of this Master Agreement are for convenience only. Titles shall not be considered restrictive of the subject matter of any Article, or part of this Master Agreement. ARTICLE 40: JOINT WORK PRODUCT This Master Agreement is the joint work product of H-GAC and the Contractor. This Master Agreement has been negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in accordance with its terms and, in the event of any ambiguities, no inferences shall be drawn against any party. ARTICLE 41: PROCUREMENT OF RECOVERED MATERIAL H-GAC and the Respondent must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include: (1) procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maint aining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; (2) procuring solid waste management services in a manner that maximizes energy and resource recovery; and (3) establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Pursuant to the Federal Rule above, as required by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6962(c)(3)(A)(i)), Respondent certifies that the percentage of recovered materials content for EPA-designated items to be delivered or used in the performance of the Contract will be at least the amount required by the applicable contract specifications or other contractual requirements. ARTICLE 42: COPELAND “ANTI-KICKBACK” ACT DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105 Page 11 of 13 Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into the contract. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as appropriate agency instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. A breach of the contract clauses above may be grounds for termination of the Contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12. ARTICLE 43: DISCRIMINATION Respondent and any potential subcontractors shall comply with all Federal statutes relating to nondiscrimination. These include, but are not limited to: a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352), which prohibits discrimination on the basis of race, color, or national origin; b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §794), which prohibits discrimination on the basis of handicaps; d) The Age Discrimination Act of 1975, as amended (42 U.S.C. §§6101- 6107), which prohibits discrimination on the basis of age; e) The Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; f) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; g) Sections 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. §§290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; h) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as amended, relating to nondiscrimination in the sale, rental, or financing of housing; i) Any other nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being made; and j) The requirements of any other nondiscrimination statute(s) that may apply to the application. ARTICLE 44: DRUG FREE WORKPLACE Contractor must provide a drug-free workplace in accordance with the Drug-Free Workplace Act, as applicable. For the purposes of this Section, “drug-free” means a worksite at which employees are prohibited from engaging in the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance. H-GAC may request a copy of this policy. ARTICLE 45: APPLICABILITY TO SUBCONTRACTORS Respondent agrees that all contracts it awards pursuant to the contract awarded as a result of this Master Agreement will be bound by the foregoing terms and conditions. ARTICLE 46: WARRANTY AND COPYRIGHT Submissions must include all warranty information, including items covered, items excluded, duration, and renewability. Submissions must include proof of licensing if using third party code for programming. ARTICLE 47: DATA HANDLING AND SECURITY It will always be the responsibility of the selected Contractor to manage data transfer and to secure all data appropriately during the project to prevent unauthorized access to all data, products, and deliverables. ARTICLE 48: DISPUTES All disputes concerning questions of fact or of law arising under this Master Agreement, which are not addressed within the Whole Master Agreement as defined pursuant to Article 4 hereof, shall be decided by the Executive Director of H-GAC or his designee, who shall reduce his decision to writing and provide notice thereof to the DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105 Page 12 of 13 Contractor. The decision of the Executive Director or his designee shall be final and conclusive unless, within thirty (30) days from the date of receipt of such notice, the Contractor requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under this Article, the Contractor shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be final and conclusive. The Contractor may, if it elects to do so, appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the Master Agreement and in accordance with H-GAC's final decision. ARTICLE 49: CHOICE OF LAW: VENUE This Master Agreement shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in connection with the Master Agreement shall lie exclusively in Harris County, Texas. Disputes between END USER and Contractor are to be resolved in accordance with the law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such disputes. ARTICLE 50: ORDER OF PRIORITY In the case of any conflict between or within this Master Agreement, the following order of priority shall be utilized: 1) General Provisions, 2) Special Provisions, 3) Scope of Work, and 4) Other Attachments. ARTICLE 51: WHOLE MASTER AGREEMENT Please note, this is an H-GAC Master Agreement template and is used for all products and services offered in H-GAC Cooperative Purchasing. Any redlines to this Master Agreement may not be reviewed. If this Master Agreement has not been signed by the Contractor within 30 calendar days, this Master Agreement will be automatically voided. The Master General Provisions, Master Special Provisions, and Attachments, as provided herein, constitute the complete Master Agreement between the parties hereto, and supersede any and all oral and written Master Agreements between the parties relating to matters herein. Except as otherwise provided herein, this Master Agreement cannot be modified without written consent of the parties. ARTICLE 52: UNIVERSAL IDENTIFIER AND SYSTEM FOR AWARD MANAGEMENT (SAM) In accordance with 2 CFR Title 2, Subtitle A, Chapter I, Part 25 as it applies to a Federal awarding agency's grants, cooperative agreements, loans, and other types of Federal financial assistance as defined in 2 CFR 25.406. Contractor understands and as it relates to 2 CFR 25.205(a), a Federal awarding agency may not make a Federal award or financial modification to an existing Federal award to an applicant or recipient until the entity has complied with the requirements described in 2 CFR 25.200 to provide a valid unique entity identifier and maintain an active SAM registration (www.SAM.gov) with current information (other than any requirement that is not applicable because the entity is exempted under § 25.110). 2 CFR 25.200(b) requires that registration in the SAM prior to submitting an application or plan; and maintain an active SAM registration with current information, including information on a recipient's immediate and highest level owner and subsidiaries, as well as on all predecessors that have been awarded a Federal contract or grant within the last three years, if applicable, at all times during which it has an active Federal award or an application or plan under consideration by a Federal awarding agency; and provide its unique entity identifier in each application or plan it submits to the Federal awarding agency. To remain registered in the SAM database after the initial registration, the applicant is required to review and update its information in the SAM database on an annual basis from the date of initial registration or subsequent updates to ensure it is current, accurate and complete. At the time a Federal awarding agency is ready to make a Federal award, if the intended recipient has not complied with an applicable requirement to provide a unique entity identifier or maintain an active SAM registration with current information, the Federal awarding agency: (1) May determine that the applicant is not qualified to receive a Federal award; and (2) May use that determination as a basis for making a Federal award to another applicant. ARTICLE 53: PROCUREMENT OF RECOVERED MATERIALS In accordance with 2 CFR 200.323, the Houston-Galveston Area Council and the Contractor or Subrecipient must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include: (1) procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105 Page 13 of 13 the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; (2) procuring solid waste management services in a manner that maximizes energy and resource recovery; and (3) establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Pursuant to the Federal Rule above, as required by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6962(c)(3)(A)(i)), the Contractor or Subrecipient certifies that the percentage of recovered materials content for EPA-designated items to be delivered or used in the performance of the Agreement will be at least the amount required by the applicable contract specifications or other contractual requirements. SIGNATURES: H-GAC and the Contractor have read, agreed, and executed the whole Master Agreement as of the date first written above, as accepted by: Honeywell International, Inc. Signature $docusign:SignHere::Customer1 Name Asim Akram Title General Manager Date $docusign:DateSigned::Customer1 H-GAC Signature $docusign:SignHere::InternalSigner Name Chuck Wemple Title Executive Director Date $docusign:DateSigned::InternalSigner DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105 8/14/2023 8/14/2023 H-GAC Houston-Galveston Area Council P.O. Box 22777 · 3555 Timmons · Houston, Texas 77227-2777 Cooperative Agreement - Contract - Honeywell International, Inc. - Public Services - ID: 10811 Page 1 of 8 MASTER SPECIAL PROVISIONS Please note, this is an H-GAC Master Agreement template and is used for all products and services offered in H-GAC Cooperative Purchasing. Any redlines to this Master Agreement may not be reviewed. Incorporated by attachment, as part of the whole Master Agreement, H-GAC and the Contractor do, hereby agree to the Master Special Provisions as follows: ARTICLE 1: BIDS/PROPOSALS INCORPORATED In addition to the whole Master Agreement, the following documents listed in order of priority are incorporated into the Master Agreement by reference: Bid/Proposal Specifications and Contractor’s Response to the Bid/Proposal. ARTICLE 2: END USER MASTER AGREEMENTS (“EUA”) H-GAC acknowledges that the END USER, which is the HGACBuy customer utilizing the contract (CUSTOMER and END USER may be used interchangeably) may choose to enter into an End User Master Agreement (EUA) with the Contractor through this Master Agreement. A CUSTOMER/END USER is a state agency, county, municipality, special district, or other political subdivision of a state, or a qualifying non-profit corporation (providing one or more governmental function or service that possess legal authority to enter into the Contract. The term of the EUA may exceed the term of the current H-GAC Master Agreement. H-GAC’s acknowledgement is not an endorsement or approval of the End User Master Agreement’s terms and conditions. Contractor agrees not to offer, agree to or accept from the CUSTOMER/END USER, any terms or conditions that conflict with those in Contractor’s Master Agreement with H-GAC. Contractor affirms that termination of its Master Agreement with H-GAC for any reason shall not result in the termination of any underlying EUA, which shall in each instance, continue pursuant to the EUA’s stated terms and duration. Pursuant to the terms of this Master Agreement, termination of this Master Agreement will disallow the Contractor from entering into any new EUA with CUSTOMER/END USER. Applicable H-GAC order processing charges will be due and payable to H-GAC on any EUAs, surviving termination of this Master Agreement between H-GAC and Contractor. ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE Contractor shall provide its most favorable pricing and terms to H-GAC. If at any time during this Master Agreement, Contractor develops a regularly followed standard procedure of entering into Master Agreements with other governmental customers within the State of Texas, and offers the same or substantially the same products/services offered to H-GAC on a basis that provides prices, warranties, benefits, and or terms more favorable than those provided to H-GAC, Contractor shall notify H-GAC within ten (10) business days thereafter, and this Master Agreement shall be deemed to be automatically retroactively amended, to the effective date of Contractor’s most favorable past Master Agreement with another entity. Contractor shall provide the same prices, warranties, benefits, or terms to H-GAC and its CUSTOMER/END USER as provided in its most favorable past Master Agreement. H-GAC shall have the right and option at any time to decline to accept any such change, in which case the amendment shall be deemed null and void. If Contractor claims that a more favorable price, warranty, benefit, or term that was charged or offered to another entity during the term of this Master Agreement, does not constitute more favorable treatment, than Contractor shall, within ten (10) business days, notify H-GAC in writing, setting forth the detailed reasons Contractor believes the aforesaid DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105 Page 2 of 8 offer is not in fact most favored treatment. H-GAC, after due consideration of Contractor’s written explanation, may decline to accept such explanation and thereupon this Master Agreement between H-GAC and Contractor shall be automatically amended, effective retroactively, to the effective date of the most favored Master Agreement, to provide the same prices, warranties, benefits, or terms to H-GAC and the CUSTOMER/END USER. EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder, proposer, or contractor, which are not within bidder's/proposer’s control [example; a manufacturer's bid concession], or to any prices offered to the Federal Government and its agencies. ARTICLE 4: PARTY LIABILITY Contractor’s total liability under this Master Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to the price of the particular products/services sold hereunder. Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. Contractor accepts liability to repay, and shall repay upon demand to CUSTOMER/END USER, any amounts determined by H-GAC, its independent auditors, or any state or federal agency, to have been paid in violation of the terms of this Master Agreement. ARTICLE 5: GOVERNING LAW & VENUE Contractor and H-GAC agree that Contractor will make every reasonable effort to resolve disputes with the CUSTOMER/END USER in accord with the law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such disputes. ARTICLE 6: SALES AND ORDER PROCESSING CHARGE Contractor shall sell its products to CUSTOMER/END USER based on the pricing and terms of this Master Agreement. H-GAC will invoice Contractor for the applicable order processing charge when H-GAC receives notification of a CUSTOMER/END USER order. Contractor shall remit to H-GAC the full amount of the applicable order processing charge, after delivery of any product or service and subsequent CUSTOMER/END USER acceptance. Payment of the Order Processing Charge shall be remitted from Contractor to H -GAC, within thirty (30) calendar days or ten (10) business days after receipt of a CUSTOMER/END USER’s payment, whichever comes first, notwithstanding Contractor’s receipt of invoice. For sales made by Contractor based on this Master Agreement, including sales to entities without Interlocal Master Agreements, Contractor shall pay the applicable order processing charges to H-GAC. Further, Contractor agrees to encourage entities who are not members of H-GAC’s Cooperative Purchasing Program to execute an H-GAC Interlocal Master Agreement. H-GAC reserves the right to take appropriate actions including, but not limited to, Master Agreement termination if Contractor fails to promptly remit the appropriate order processing charge to H-GAC. In no event shall H-GAC have any liability to Contractor for any goods or services a CUSTOMER/END USER procures from Contractor. At all times, Contractor shall remain liable to pay to H-GAC any order processing charges on any portion of the Master Agreement actually performed, and for which compensation was received by Contractor. ARTICLE 7: LIQUIDATED DAMAGES Contractor and H-GAC agree that Contractor shall cooperate with the CUSTOMER/END USER at the time a CUSTOMER/END USER purchase order is placed, to determine terms for any liquidated damages. ARTICLE 8: INSURANCE Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the following insurance and coverage minimums: DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105 Page 3 of 8 a. General liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit. b. Product liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit for all Products except Automotive Fire Apparatus. For Automotive Fire Apparatus, see Section B of the Bid/Proposal Specifications. c. Property Damage or Destruction insurance is required for coverage of End User owned equipment while in Contractor's possession, custody, or control. The minimum Single Occurrence limit is $500,000.00 and the General Aggregate limit must be at least two times the Single Occurrence limit. This insurance may be carried in several ways, e.g. under an Inland Marine policy, as art of Automobile coverage, or under a Garage Keepers policy. In any event, this coverage must be specifically and clearly listed on insurance certificate(s) submitted to H-GAC. d. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal, and for any extensions thereof, plus the number of days/months required to deliver any outstanding order after the close of the contract period. e. Original Insurance Certificates must be furnished to H-GAC on request, showing Contractor as the insured and showing coverage and limits for the insurances listed above. f. If any Product(s) or Service(s) will be provided by parties other than Contractor, all such parties are required to carry the minimum insurance coverages specified herein, and if requested by H -GAC, a separate insurance certificate must be submitted for each such party. g. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and document accuracy. ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS H-GAC’s contractual requirements DO NOT include a Performance & Payment Bond (PPB); therefore, Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to cover any order if so requested by the CUSTOMER/END USER. Contractor shall quote a price to CUSTOMER/END USER for provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days of receipt of CUSTOMER/END USER's purchase order. ARTICLE 10: ORDER PROCESSING CHARGE H-GAC will apply an Order Processing Charge for each sale done through the H-GAC contract, with the exception of orders for motor vehicles. Any pricing submitted must include this charge amount per the most current H-GAC schedule. For motor vehicle orders, the Processing Charge is paid by the CUSTOMER/END USER. Contractor will need to refer to the solicitation for the Order Processing Charge. ARTICLE 11: CHANGE OF STATUS Contractor shall immediately notify H-GAC, in writing, of ANY change in ownership, control, dealership/franchisee status, Motor Vehicle license status, or name. Contractor shall offer written guidance to advise H-GAC if this Master Agreement shall be affected in any way by such change. H-GAC shall have the right to determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and including cancellation of Master Agreement. ARTICLE 12: REQUIREMENTS TO APPLICABLE PHYSICAL GOODS In the case of physical goods (e.g. equipment, material, supplies, as opposed to services), all Products offered must comply with any applicable provisions of the Texas Business and Commerce Code, Title 1, Chapter 2 and with at least the following: DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105 Page 4 of 8 a. Be new, unused, and not refurbished. b. Not be a prototype as the general design, operation, and performance. This requirement is NOT meant to preclude the Contractor from offering new models or configurations which incorporate improvements in a current design or add functionality, but in which new model or configuration may be new to the marketplace. c. Include all accessories which may or may not be specifically mentioned in the Master Agreement, but which are normally furnished or necessary to make the Product ready for its intended use upon delivery. Such accessories shall be assembled, installed, and adjusted to allow continuous operation of Product at time of delivery. d. Have assemblies, sub-assemblies and component parts that are standard and interchangeable throughout the entire quantity of a Product as may be purchased simultaneously by any END USER/CUSTOMER. e. Be designed and constructed using current industry accepted engineering and safety practices, and materials. f. Be available for inspection at any time prior to or after procurement. ARTICLE 13: TEXAS MOTOR VEHICLE BOARD LICENSING All Contractors that deal in motor vehicles shall maintain current licenses that are required by the Texas Motor Vehicle Commission Code. If at any time during this Master Agreement term, any required Contractor license is denied, revoked, or not renewed, Contractor shall be in default of this Master Agreement, unless the Texas Motor Vehicle Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor Vehicle Board documentation to H-GAC upon request. ARTICLE 14: INSPECTION/TESTING All Products sold pursuant to this Master Agreement will be subject to inspection/testing by or at the direction of H-GAC and/or the ordering CUSTOMER/END USER, either at the delivery destination or the place of manufacture. In the event a Product fails to meet or exceed all requirements of this Master Agreement, and unless otherwise agreed in advance, the cost of any inspection and/or testing, will be the responsibility of the Contractor. ARTICLE 15: ADDITIONAL REPORTING REQUIREMENTS Contractor agrees to submit written quarterly reports to H-GAC detailing all transactions during the previous three (3) month period. Reports must include, but are not limited, to the following information: a. CUSTOMER/END USER Name b. Product/Service purchased, including Product Code if applicable c. Customer Purchase Order Number d. Purchase Order Date e. Product/Service dollar amount f. HGACBuy Order Processing Charge amount ARTICLE 16: BACKGROUND CHECKS Cooperative customers may request background checks on any awarded contractor’s employees who will have direct contact with students, or for any other reason they so choose, any may require contractor to pay the cost of obtaining any background information requested by the CUSTOMER/END USER. ARTICLE 17: PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL CERTIFICATION As required by Chapter 2271 of the Texas Local Government Code the Contractor must verify that it 1) does not boycott Israel; and 2) will not boycott Israel during the term of the Contract. Pursuant to Section 2271.001, Texas Government Code: DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105 Page 5 of 8 1. “Boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and 2. “Company” means a for-profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit. ARTICLE 18: NO EXCLUDED NATION OR TERRORIST ORGANIZATION CERTIFICATION As required by Chapter 2252 of the Texas Government Code the Contractor must certify that it is not a company engaged in active business operations with Sudan, Iran, or a foreign terrorist organization – specifically, any company identified on a list prepared and maintained by the Texas Comptroller under Texas Government Code §§806.051, 807.051, or 2252.153. (A company that the U.S. Government affirmatively declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or any federal sanctions regime relating to a foreign terrorist organization is not subject to the contract prohibition.) ARTICLE 19: PROHIBITION ON CONTRACTING WITH ENTITIES USING CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE EQUIPMENT (Effective Aug. 13, 2020 and as amended October 26, 2020) Pursuant to 2 CFR 200.216, Contractor shall not offer equipment, services, or system that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. ‘‘Covered telecommunications equipment or services means 1) telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); 2) for the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); 3) telecommunications or video surveillance services provided by such entities or using such equipment; or 4) telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. Contractor must comply with requirements for certifications. The provision at 48 C.F.R Section 52.204-26 requires that Contractors review SAM prior to completing their required representations. This rule applies to all acquisitions, including acquisitions at or below the simplified acquisition threshold and to acquisitions of commercial items, including commercially available off the-shelf items. ARTICLE 20: BUY AMERICA ACT (National School Lunch Program and Breakfast Program) With respect to products purchased by CUSTOMER/END USER for use in the National School Lunch Program and/or National School Breakfast Program, Contractor shall comply with all federal procurement laws and regulations with respect to such programs, including the Buy American provisions set forth in 7 C.F.R. Part 210.21(d), to the extent applicable. Contractor agrees to provide all certifications required by CUSTOMER/END USER regarding such programs. In the event Contractor or Contractor’s supplier(s) are unable or unwilling to certify compliance with the Buy American Provision, or the applicability of an exception to the Buy American provision, H-GAC CUSTOMER/END USER may decide not to purchase from Contractor. Additionally, H-GAC DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105 Page 6 of 8 CUSTOMER/END USER may require country of origin on all products and invoices submitted for payment by Contractor, and Contractor agrees to comply with any such requirement. ARTICLE 21: BUY AMERICA REQUIREMENT (Applies only to Federally Funded Highway and Transit Projects) With respect to products purchased by CUSTOMER/END USER for use in federally funded highway projects, Contractor shall comply with all federal procurement laws and regulations with respect to such projects, including the Buy American provisions set forth in 23 U.S.C. Section 313, 23 C.F.R. Section 635.410, as amended, and the Steel and Iron Preference provisions of Texas Transportation Code Section 223.045, to the extent applicable. Contractor agrees to provide all certifications required by CUSTOMER/END USER regarding such programs. With respect to products purchased by CUSTOMER/END USER for use in federally funded transit projects, Contractor shall comply with all federal procurement laws and regulations with respect to such projects, including the Buy American provisions set forth in 49 U.S.C. Section 5323(j)(1), 49 C.F.R. Sections 661.6 or 661.12, to the extent applicable. Contractor agrees to provide all certifications required by CUSTOMER/END USER regarding such programs. ARTICLE 22: DOMESTIC PREFERENCE In accordance with 2 CFR 200.322, as appropriate and to the extent consistent with law, a CUSTOMER/END USER using federal grant award funds should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The CUSTOMER/END USER must include this requirement in all subawards including all contracts and purchase orders for work or products under the federal grant award. If Contractor intends to qualify for Purchase Orders using federal grant money, they shall work with the CUSTOMER/END USER to provide all required certifications and other documentation needed to show compliance. ARTICLE 23: TITLE VI REQUIREMENTS H-GAC in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any disadvantaged business enterprises will be afforded full and fair opportunity to submit in response to this Master Agreement and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. ARTICLE 24: EQUAL EMPLOYMENT OPPORTUNITY Except as otherwise provided under 41 CFR Part 60, all Contracts and CUSTOMER/END USER Purchase Orders that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 shall be deemed to include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., pg.339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41CFR Part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause provided under 41 CFR 60-1.4(b) is hereby incorporated by reference. Contractor agrees that such provision applies to any contract that meets the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 and agrees that it will comply with such provision. ARTICLE 25: CLEAN AIR AND WATER POLLUTION CONTROL ACT CUSTOMER/END USER Purchase Orders using federal funds must contain a provision that requires the Contractor to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105 Page 7 of 8 Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Pursuant to the Federal Rule above, Contractor certifies that it is in compliance with all applicable provisions of the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387) and will remain in compliance during the term of the Contract. ARTICLE 26: PREVAILING WAGE Contractor and any potential subcontractors have a duty to and shall pay the prevailing wage rate under the Davis-Bacon Act, 40 U.S.C. 276a – 276a-5, as amended, and the regulations adopted thereunder contained in 29 C.F.R. pt. 1 and 5. ARTICLE 27: CONTRACT WORK HOURS AND SAFETY STANDARDS As per the Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708), where applicable, all CUSTOMER/END USER Purchase Orders in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer, on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. ARTICLE 28: PROFIT AS A SEPARATE ELEMENT OF PRICE For purchases using federal funds more than the current Simplified Acquisition Threshold of $250,000, requires negotiation of profit as a separate element of the price. See, 2 CFR 200.324(b). Contractor agrees to provide information and negotiate regarding profit as a separate element of the price for the purchase. Contractor also agrees that the total price, including profit, charged by Contractor will not exceed the awarded pricing, including any applicable discount, under any awarded contract. ARTICLE 29: BYRD ANTI-LOBBYING AMENDMENT Byrd Anti-Lobbying Amendment (31U.S.C. 1352) – Contractors that apply or bid for an award exceeding $100,000 must file the required anti-lobbying certification. Each tier must certify to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier, up to the CUSTOMER/END USER. As applicable, Contractor agrees to file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 USC 1352). Contractor certifies that it is currently in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) and will continue to be in compliance throughout the term of the Contract and further certifies that: 1. No Federal appropriated funds have been paid or will be paid by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105 Page 8 of 8 with the awarding of a Federal contract, the making of a Federal Grant, the making of a Federal Loan, the entering into a cooperative Master Agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative Master Agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing, or attempting to influence, an officer or employee of a Member of Congress in connection with a Federal contract, grant, loan, or cooperative Master Agreement, Contractor shall complete and submit Standard Form – LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions. 3. Contractor shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative Master Agreements) and that all subcontractors shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certificate is a prerequisite for making or entering into this transaction imposed by Section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. ARTICLE 30: COMPLIANCE WITH EPA REGULATIONS APPLICABLE TO GRANTS, SUBGRANTS, COOPERATIVE MASTER AGREEMENTS, AND CONTRACTS Contractor certifies compliance with all applicable standards, orders, regulations, and/or requirements issued pursuant to the Clean Air Act of 1970, as amended (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act, as amended (13 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR Part 15. ARTICLE 31: COMPLIANCE WITH ENERGY POLICY AND CONSERVATION ACT Contractor certifies that Contractor will be in compliance with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871). DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105 9-1-1 Equipment & Emergency Notification Software and Services Scope of Work 2. Scope of Work/Specifications This is an indefinite quantity/indefinite delivery offerings contract – The HGACBuy Customer is responsible to ensure adequate competition is performed between the various contractors or contractors outside of HGACBuy to determine price reasonableness that might be required per any funding agency. Customer will need to ensure compliance with any funding agency requirements before proceeding with a purchase order under this contract. Please consult legal counsel regarding questions concerning compliance as a contractor under this solicitation. 2.1. Overview H-GAC is soliciting responses for selecting qualified manufacturers, distributors, installers and service providers of 911 Equipment & Emergency Notification Software and Services to make these types of products and services available to Customers of the HGACBuy Cooperative Purchasing Program under blanket type contracts. Customers may require selective acquisitions of equipment and/or services OR full turnkey projects necessitating additional services, training and maintenance agreements. This solicitation may include a request for a discount percent off price catalog, category, or manufacturer, or price list for supplies, materials, or not to exceed hourly rates for installation or repair. Respondents are not required to provide offerings on all categories. H-GAC will seek to minimize duplication of awarded technologies and brands, but our goal is to contract for a variety of technologies and solutions, affording our members a broad choice in their 911 / Public Safety Answering Points (PSAP) needs. 2.2. Categories This Solicitation is divided into four (4) separate but related categories (A-D). Respondent is advised to offer a wide array, or catalog, of products within each category listed below. When submitting a response, Respondent may choose to give a response on any, or all, of the categories. No additional weighted value will be given to a respondent who responds to more than one or all categories listed. 1. Equipment: Fixed/portable PSAP workstation/terminal equipment; emergency notification equipment; related hard-wired/wireless telephone equipment; servers, mobile data terminal equipment; controllers, routers, installation of fiber optic cable, etc. 2. Software: 911 records management, emergency notification software; Computer-Assisted Dispatch/Mapping (CAD/CAM), in-vehicle/hand-held mapping systems, ePCR (electronic patient care reporting), language interpretation, Automatic Number/Location ID (ANI/ALI), etc. (note: ongoing monitoring fees should be priced as annual or multi-annual fees to accommodate HGAC's one-time fee accrual process). 3. Furniture: Consoles, chairs, etc. 4. Other: 911 related equipment, systems and services not otherwise specified. DocuSign Envelope ID: 477C45AE-B489-46C6-84F5-C1CB6A598105 Attachment A Honeywell International, Inc. 911 Equipment & Emergency Notification Software and Services Contract No. EC07-23 H-GAC Product Code Item Description Discount (%) A - Equipment Fixed/portable PSAP workstation/terminal equipment; related hard- wired/wireless telephone equipment; servers, mobile data terminal equipment; controllers, routers, installation of fiber optic cable. Effective 06/14/2023 10% B - Software 911 records management, Computer-Assisted Dispatch/Mapping (CAD/CAM), in-vehicle/hand-held mapping systems, ePCR (electronic patient care reporting), language interpretation, Automatic Number/Location ID (ANI/ALI), etc. Effective 06/14/2023 10% C - Furniture Consoles, chairs, etc. Effective 06/14/2023 10% D - Other 911 related equipment, systems and services not otherwise specified. Effective 06/14/2023 10% Memorandum Memorandum No: 23-167 Date: November 9, 2023 To: Honorable Mayor and City Council From: Ryan Henderson, City Manager Re: Fire Station #2 Construction Update _____________________________________________________________________________________ At the February 14, 2023 City Council Meeting, the City Council approved the funding for Fire Station #2 as a design-build 6-bay fire station project with Crossland Construction Company. The design build team, including Crossland Construction, Conduit Architecture, City of Anna staff, and various consultants and subcontractors have been working diligently this year to push the project forward. Currently, the project is on-schedule and on-budget, and project completion is expected in May of 2024. The design-build process has proven to be an efficient way to complete the project as the design and construction teams have been on the same page and working together to develop solutions as issues arise much faster than what is often seen on traditional project delivery methods. In addition, team members in Planning, Building Inspections, and Engineering have been actively engaged and helping to quickly review and approve critical items in the process. Our Parks Planning & Development Manager Dalan Walker completed the design of the landscaping and irrigation plans in-house, which helped to save time and money. Thanks to neighbors in Hurricane Creek Subdivision supporting the project, we were able to conduct multiple late night/early morning concrete pours which has helped to keep the project on schedule. The current project status is listed below: • Site utilities are complete • Site paving is complete • The building foundation is complete • The building structural steel is in place • The building exterior walls are being installed The construction team is currently working on installing the exterior walls and interior mechanical, electrical, and plumbing. Once this work is complete, the construction team will complete the building exterior and begin construction of interior walls. As the project moves forward, there will be equipment and supply purchases required for use of the facility, including purchases of specialized fire service equipment, IT equipment, furniture, and finishings. At the November 14 City Council meeting, there will be an item on the consent agenda for the purchase of the diesel exhaust extraction system which will cost approximately $75,000. Funding will be paid out of the Infrastructure Investment Fund from excess General Fund reserves. Staff anticipates placing an agenda item on the December City Council meeting to approve the purchase of the bump out notification/safety system, with IT equipment following shortly thereafter. The majority of the FF&E purchases will be below the threshold of City Council authorization and will be reviewed and approved by the City Manager. Attachment: Exhibit 1 – Fire Station Exterior Exhibit 2 – Fire Station Walls Exhibit 3 – Fire Station Bays c: Ray Isom, Fire Chief Justin Clay, CIP Manager Greg Peters, Assistant City Manager Taylor Lough, Assistant City Manager Management Team