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23-2444
ORDINANCE NO. 23-2444 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH MOTOROLA SOLUTIONS, INC., THROUGH THE HOUSTON-GALVESTON AREA COUNCIL OF GOVERNMENTS (H-GAC) COOPERATrVE PURCHASING PROGRAM CONTRACT NUMBER RA05-21, FOR THE RENEWAL EXTENSION OF RADIO SYSTEM HARDWARE. PRODUCTS AND SERVICES, AND SUPPORT ANNUAL MAINTENANCE FOR THE TECHNOLOGY SERVICES DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 8287 – AWARDED TO MOTOROLA SOLUTIONS, INC., IN THE FIVE (5) YEAR NOT-TO- EXCEED AMOUNT OF $11,405,038.00). WHEREAS, pursuant to Ordinance 1995-107, the Houston-Galveston Area Council of Governments (H-GAC) Cooperative Purchasing Program has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law and city ordinances; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the Houston-Galveston Area Council of Governments (H-GAC) Cooperative Purchasing Program at less cost than the City would expend if bidding these items individually; and WHEREAS, this procurement was undertaken as part of the City’s governmental function; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items shown in the “File Number” referenced herein and on file in the office of the Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: FILE NUMBER VENDOR AMOUNT 8287 Motorola Solutions, Inc.$ 1 1 ,405,038.00 SECTION 2. By the acceptance and approval of the items set forth in the referenced file number, the City accepts the offer of the persons submitting the bids to the Houston-Galveston Area Council of Governments (H-GAC) Cooperative Purchasing Program for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the Houston-Galveston Area Council of Governments (H-GAC) Cooperative Purchasing Program and the purchase orders issued by the City SECTION 3. Should the City and persons submitting approved and accepted items set forth in the referenced file number wish to enter into a formal written agreement as a result of the City’s ratification of bids awarded by the Houston-Galveston Area Council of Governments (H- GAC) Cooperative Purchasing Program, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications, and standards contained in the Proposal submitted to the Houston-Galveston Area Council of Governments (H- GAC) Cooperative Purchasing Program, and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, Texas, or their designee. SECTION 5. By the acceptance and approval of the items set forth in the referenced file number, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approval purchase orders or pursuant to a written contract made pursuant thereto as authorized herein. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinaIlce was made by j3r\' nA Bebh and seconded by 8rbKJ4K Cubic HcC €1 . This ordinance was passed and approved by the following vote U- A : Aye -L ,/ ,/ U a, Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck, District 2: Paul Meltzer, District 3 : Joe Holland, District 4: Brandon Chase McGee, At Large Place 5: Chris Watts, At Large Place 6: PASSED AND APPROVED this the day of _, 2024. ATTEST: rESUS SALAZAR, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by Marcella Lunn DN: dc=com, dc=cityofdenton, dc=codad, ou=Department Users and Groups, ou=General – AIRytIL\L\ \\\It\ BY Date: 2023.12.15 1 2:51 :12 -06'00' DocuSign Envelope ID: BE85D5C3-700E-4D9B-9883-D59957D59834 DENTON Docusign City Council Transmittal Coversheet E 1 8287 Radio System Hardware, Products and Services , and FIL File Name Support Annua1 Maintenance Renewa1 Amendment Purchasing Contact C orl PQwer City Council Target Date JANUARY 9 ’ 2024 App1 i cab1 ePiggy Back Option Contract Expiration NOt Ordinance JANUARY 9, 2029 23–2444 t DocuSign Envelope ID: BE85D5C3-700E2ID9B-9883.D59957D59834 RENEWAL AMENDMENT TO CONTRACT BETWEEN CITY OF DENTON, TEXAS AND MOTOROLA SOLUTIONS, INC. (Contract #8287) This Renewal Amendment to Contract (Contract 6832) (this Amendment) is entered into between the City of Denton, Texas (City) and Motorola Solutions, Inc. (Supplier). Background The City and Supplier have previously entered into Contract 6832, as amended (the Agreement). Initially capitalized terms used but not otherwise defined in this Amendment will have the meanings set forth in the Agreement. The parties desire to amend the Agreement as follows: 1 2 Effective Date The terms of this Amendment are effective as of the latest date in the signature block. Contract Term Section 6, Paragraph F - TERM of Exhibit A of the Agreement will be deleted and replaced in its entirety with the following: The contract term will be five (5) years, effective from date of award. The Amendment shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 3 Fee Schedule Attachment 1 to this Amendment includes the Annual Fee Schedule. This Attachment 1 shall supersede Pricing Detail within Section 5 of the Agreement. 4 5 Total Contract Amount The contract total for the continued services shall not exceed the amount of $11,405,038. Updated HGAC Cooperative Exhibit D of the Agreement will be deleted and replaced in its entirety with Motorola/H- GAC Radio Communications/Emergency Response Equipment Agreement #RA05-21 dated August 1, 2021, as shown in Attachment 2 to this Amendment. Updated contract number This Amendment constitutes a new agreement beginning on the Effective Date between the parties incorporating, except as amended herein, all the terms and conditions in the Agreement for all intents and purposes. Such Agreement will have contract number 8287. Confirmation of Agreement This Amendment (together with all exhibits attached hereto) constitutes the entire agreement between the parties regarding the matters of this Amendment and supersedes all prior and contemporaneous agreements and understandings regarding the matters of this Amendment. In the event of a conflict between this Amendment and the Agreement as it relates to the 6 DocuSign Envelope ID: BE85D5C3-700E-4D9B-9883-D59957D59834 matters of this Amendment, the terms of this Amendment will control. Otherwise, all terms and conditions of the Agreement will remain in full force and effect and likewise apply to this Amendment. Authorized Signatures : “CITY”“SUPPLIER” CITY OF DENTON, TEXAS DocuSlgned by: By: I s''' H„„Iq 5236DB296270423. MOTOROLA SOLUTIONS, INC. DocuSigned by: -y: LIA M4FflnI 32691 Name. Sara Hens1 ey Name. ]esslca Pourc1 au Title' C1 ty Manager Title :Director, Managed and support Serv1 ces Date. 01/09/2024 Date. 12/11/2023 ATTEST: JESUS SALAZAR, CITY SECRETARY THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. DocuSlgned by: BY: 1 A.SbS SdA,,Ar LeI sha Mei ne PRINTED NAME Chief Technology offi cer TITLE APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Technology Services DEPARTMENT BY:ALarLLLLa£AADUA. B 8] DocuSign Envelope ID: BE85D5C3-700E4D9B-9883-D59957D59834 Attachment 1 Q) MOTOROLA SOLUTIONS CHANGE ORDER Lifecycle Services 001 Change Order No. Date: Project Name: Customer Name: Service Delivery Manager: 001 07/28/2023 City of Denton, Texas Simulcast Cell and Dispatch Upqrade City of Denton, TX TaNeal Jordan The purpose of this Change Order is to Extend Services additional 3 years through 06/30/2029 Contract # Contract # 6832 Contract Date: 08/21/2018 In accordance with the terms and conditions of the contract identified above between the City of Denton, TX and Motorola Solutions, Inc., the following changes are approved: CONTRACT PRICE ADJUSTMENTS Original Contract Value: lnts for Change OrderPrevious ChangI athroughnurrl This Change Order: New Contract Value $7,698,901 COMPLETION DATE ADJUSTMENTS 06/30/2026Original Completion Date Current Completion Date prior to this Change Order:06/30/2026 New Completion Date:06/30/2029 DocuSign Envelope ID: BE85D5C3-700E-4D9B-9883-D59957D59834 al MOTOROLA SOLUTIONS CHANGE ORDER Lifecycle Services 001 Chanaes in Ea:CliDment: fadditions. deletions or modifications\ Include attachments if needed n/a Unless amended above, all other terms and conditions of the Contract shall remain in full force. If there are any inconsistencies between the provisions of this Change Order and the provisions of the Contract, the provisions of this Change Order will prevail. IN WITNESS WHEREOF the parties have executed this Change Order as of the last date signed below. Motorola Solutions Inc Customer By: Printed Name: By: Printed Name: 'DocuStgned by: SMAll Vfl eyifI Title:Director, West Region Services Title: C1 ty Manager Date: 12/11/2023 Date: 01/09/2024 DocuSign Envelope ID: BE85D5C3-700E4D9B-9883-D59957D59834 @ MOTOROLA SOLUTIONS Reviewed TaNeal Jordan by: Motorola Solutions CSM CHANGE ORDER Lifecycle Services 001 Date: 08/08/2023 a) Lw CD a)> Fgbb-F GO 0a) CO a)FeD LONN KjeD r a\10 V-Fr GO 00a)(\I a) cr) CO Cr) LO Lda) GO 10ra) a) Cr) GO hI e>LOINCHILD 0 CORr a)00GO a\I RFb r Cr)rgb Ld INin 1 x–GeICO 00L- cag a)0a) COTH GO r 00a) eNF GO 00 LOtri CD a\Ia) LO 000F09 a)b Cr) 00-r GO b00a) <=a)eD O Cr) (\I Cr)eD col coc\IIe>coIN (0 00qra;beD a) CO qF LO a\1qF CD oil co-K) IFGeICO b L= caa)> qr0 10FeD Cr) CO Cr) (\IFqb 00 Cr)al LdCD C\Iq CfS0r CO qr0 LOb- qP GO Fg(0 CO00 CO Cr) COb0 Cr)GO ola all er)rIa) T=0b LO-NeD Va) qFa; F GO o- 1 LdLOI x–eQ leD DE LUa m00 L/)a)U5L= a)L/) a) U>LJ LgJ'= CO Ln caa)> bF) Cr) LfSr CD qrbbrren a)00a) g 10a)V eda)gB 0b10 cdFeD CO(\I LO a\i CO GO 00a)(\1 a)(\1eD coloe> loObIT COa)0(\rben V000 Cr)-rr GO3 LU C)Z< b- 1 Ld81 ; LO Ra)> b0 10 < V) Cr) CN F cr) r LOb\l' GO 10000 aSa)en bb00 LO-qPeD a)a) LO edbeD (\10a)N(\IeD olooCOI LOVIV COa)0(\ibeD a)r CO aSqPqPgbaLd 1 +stIrGO lee qr L= ca g rF0) Cf)rgb a)b CO0qP eD LO F) \J'GO a) Cf)a)a;00 gBr (\1 Lr)-rgb (0 LO 00 \J'N GO FI Lf) (6(\IGO 8l8al IN 10a)0 (\INgb N Cr)qF a)'FqP GO cd IH>-stIrGO leo U)a0[3 -Ja 10 q 8 g 0ie qFa) 00a)10abK)a)a) LOa d)0000a) rha)aILU00b &C)LOa LO00 LU on a a)al0 T) >C LU Ca)dID C)0a a) la g a)qr(\I Cr; tr) Fbr0Fgb a)0 Cr) \I GO qF000 Ld 00GO r0 RF<Fqb FVegrNen 000Cr) LO-(\IeD vIncaIFCUIT 10a)0(\ib GO eN10 a\1a;F qPeD r- Ic'>-Rt ITeQ leo al L= 10 Jj 00F CO (\rrgb b 0010a; GO sr0r \1 GO Cr) Cr)0r 00GO LOrb Cr)'PeD COa) 00K COGO Cr)0F xJ(\IV olaNICOall v COa)0 (\IbeD Cr)a)0 Cr5rF GO a>- legaDIreel GO li}}: # # ! ! { nc nb C/)D <\n=+ LU # B i Ea) g IIII! II dnHlC C/) 3 < I Lon = = bog a) ii a£8nof: . g (I11A1) S O g LO qFC/) C/)aa[3Ja (1) q HI 0ae 0Ie -+a)00a) LOabina)a)K)a &gO 00a) rPIa)aq 1 fl00b cbOinaLO 00 LU on a a)f)aa>C LU Ca) iT)3C)0a gfi g DocuSign Envelope ID: BE85D5C3-700E-4D9B-9883-D59957D59834 Attachment 2 H-GAC Houston-Galveston Area Council P.O. Box 22777 ' 3555 Timmons ' Houston, Texas 77227-2777 Cooperative Agreement - Contract - Motorola Solutions, Inc. - Public Services - ID: 7290 #RA05-21 MOTOROLA GENERATI 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 Motorola Solutions, Inc., hereinafter referred to as the Contractor, having its principal place of business at 500 West Monroe Street, Chicago, IL 60661. 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. Page 1 of 14 DocuSign Envelope ID: BE85D5C3-700E'4D9B-9883-D59957D59834 ARTICLE 4: INDEPENDENT CONTRACTOR The execution of this Master Agreement and the rendering of services prescribed by this Master Agreement 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 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 deb&red, 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'SSHEIBInIRES, AN©ZAFBOFMRPL®M@A FIlla:® (ifMmlWi 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, ifsubcontracts are to be let, the prime contractor must take the affirmative steps listed below: Placing qualified small and minority businesses and women’s business enterprises on solicitation lists; Assuring that small and minority businesses and women’s business enterprises are solicited whenever they are potential sources; 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; Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women’s business enterprises; 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. 1 2 3 4 5 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 Page 2 of 14 DocuSign Envelope ID: BE85D5C3-700E-4D9B-9883-D59957D59834 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 include 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 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 Agreement. ARTICLE 9: PERFORMANCE PERIOD This Master Agreement shall be performed during the period which begins 08/01/2 1 and ends 07/3 1/23. 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 DISOUNTS 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: REPORTHVG REQUIREMENTS If the Contractor fails to submit to H-GAC in a timely and satisfactory manner any report required by this Agreement, or otherwise fails to satisfactorily render performances hereunder, H-GAC may terminate this 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 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 Agreement. Any additional reporting requirements shall be set forth in the Special Provisions of this 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. Page 3 of 14 DocuSign Envelope ID: BE85D5C3-700E4D9B-9883-D59957D59834 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, which will not be unreasonably withheld. 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 tellus and provisions of this Master Agreement 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 agrees that the Contractor shall be liable to the H-GAC for any findings that result in monetary obligations to H- GAC In no circumstances will Contractor be required to create or maintain documents not kept in the ordinary course of its business operations, nor will Contractor be required to disclose any information, including but not limited to product cost data, which it considers confidential or proprietary. 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 invoices and pertinent 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 pertinent 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 Contractor further agrees that the examination of records outlined in this article shall be included in all subcontractor or third-party agreements. ARTICLE 19: RETENTION OF RECORDS The Contractor and its subcontractors shall maintain all records pertinent to this Master Agreement, for a period of 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. Page 4 of 14 DocuSign Envelope ID: BE85D5C3-700E-4D9B-9883-D59957D59834 LRTICLE 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 refbse 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 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 Page 5 of 14 DocuSign Envelope ID: BE85D5C3-700EJLD9B-9883-D59957D59834 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 requhed 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 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 shall2 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 (PPD 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 the Bids and Specifications manager, William Burton, at William.Burton@h-gac.com Page 6 of 14 DocuSign Envelope ID: BE85D5C3-700E~+D9B-9883-D59957D59834 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 responsibility 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 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 AgreemeW£ontractor 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 Customer approval. ARTICLE 28: WARRANTIES. SALES. AND SERVICE Warranties must be the manuWis 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, Page 7 of 14 DocuSign Envelope ID: BE85D5C3-700E4D9B-9883-D59957D59834 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 thirty (30) days 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 Agreement for any reason whatsoever, or so fails to make progress or otherwise violates the Agreements that completion of services herein specified within the Agreement term is significantly endangered, and in either of these two instances does not cure such failure within a period of fifteen (15) 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{}AC 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. 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. The party affected by the Force Majeure will notify the other within fiReen (15) days. Determination of force majeure shall rest solely with H-GAC. Page 8 of 14 DocuSign Envelope ID: BE85D5C3-700E-4D9B-9883-D59957D59834 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/Clo.pdf. A-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/eifinfo_form1295.htm. Respondents who are awarded a Contract must submit their Form 1295 with the signed Contract to H-GAC. ARTICLE 33 : FEDERAI 1 COMPLIANCE Contractor agrees to comply with all applicable 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 62 1 et. seq.) and the Age Discrimination Act of 1974, as amended (42 U.S.C. §§ 6101-6 107), 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 1 968 (42 U.S.C. § 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; G) any other nondiscrimination provisions in any specific statute(s) applicable to any Federal ftmding for this Master Agreement; (k) the requirements of any other nondiscrimination statute(s) which may apply to this Master Page 9 of 14 DocuSign Envelope ID: BE85D5C3-700E4D9B-9883-D59957D59834 Agreement; (1) 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 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 inBastructure, 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 serious 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 Rom 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. 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. Page 10 of 14 DocuSign Envelope ID: BE85D5C3-700E-4D9B-9883-D59957D59834 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, employees7 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 maintaining a satisfactory level of competition, where the purchase price of the item exceeds 810,000 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 affurnative 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 . Page 11 of 14 DocuSign Envelope ID: BE85D5C3-700E4D9B-9883-D59957D59834 ARTICLE 42: COPELAND “ANTI-KICKBACK” ACT 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) b) C) d) e) f) 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; 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; Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §794), which prohibits discrimination on the basis of handicaps; The Age Discrimination Act of 1975, as amended (42 U.S.C. §§6101- 6107), which prohibits discrimination on the basis of age; The Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 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: 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; 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; Any other nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being made; and The requirements of any other nondiscrimination statute(s) that may apply to the application. g) h) 1) i) 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 Unless otherwise agreed upon between Contractor and the End User, 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 Page 12 of 14 DocuSign Envelope ID: BE85D5C3-700E-4D9B-9883-D59957D59834 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 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 A(,REEMENT 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. Page 13 of 14 DocuSign Envelope ID: BE85D5C3-700E4D9B-9883-D59957D59834 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: Motorola Solutions, Inc. H-GAC Signature 1 .. Name Title Date Neil Thomas Vice President, Western Region 9/28/2021 Name Title Date Chuck Wemple Executive Director 9/27/2021 Page 14 of 14 DocuSign Envelope ID: BE85D5C3-700E-4D9B-9883-D59957D59834 H-GAC Houston-Galveston Area Council P.O. Box 22777 ' 3555 Timmons ' Houston, Texas 77227-2777 Cooperative Agreement - Contract - Motorola Solutions, Inc. - Public Services - ID: 7290 MOTOROLA 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 AGREEMENTS (“EUA”) H-GAC acknowledges that the END USER may choose to enter into an End User Master Agreement (EUA) with the Contractor through this Master Agreement, and that 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 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 END USERS. 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 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 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 DocuSign Envelope ID: BE85D5C3-700E-+D9B-9883-D59957D59834 provide the same prices, warranties, benefits, or terms to H-GAC and the END USER. 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 EXCEPTION: This clause shall not be applicable to the sale of large communications systems (one million dollars ($1,000,000.00) and above) . The term “Communication Systems “ shall refer to a project that includes the sale of infrastructure hardware and/or software, user devices , and Contractor engineering and installation service. The contract for a “Communication System“ will always have a Statement of Work and an Acceptance Test Plan. This clause shall also not be applicable to pre-existing contracts Contractor has in the State of Texas. The term “pre-existing shall refer to contracts in existence as of the effective date of this Agreement. 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 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 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 END USERS based on the pricing and terms of this Master Agreement. H-GAC will invoice Contractor for the applicable order processing charge, which is listed and detailed in the attached “Addendum A“ to this contract, when A-GAC receives notification of an 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 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 an 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-(JAC’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-GA(.’ have any liability to Contractor for any goods or services an 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 Page 2 of 8 DocuSign Envelope ID: BE85D5C3-700E-4D9B-9883-D59957D59834 Any liquidated damage terms will be determined between Contractor and END USER at the time an END USER purchase order is placed. ARTICLE 8: INSURANCE Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the following insurance and coverage: a. General liability insurance with a Single Occurrence limit of Sl,000,000.00, and a General Aggregate limit of two times the Single Occurrence limit, including: Product liability insurance with a Single Occurrence limit of $1,000,000.00, and a General Aggregate limit of 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. 1 b. Property Damage or Destruction insurance is required for coverage of End User owned equipment while in Contractor's possession, custody, or control. The Single Occurrence limit is $500,000.00 and the General Aggregate limit must be 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. c. 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. d. PDF Insurance Certificates must be furnished to H-GAC after contract execution and at policy renewal during term of contract, showing Contractor as the insured and showing coverage and limits for the insurances listed above e. If any Product(s) or Service(s) will be provided by parties other than Contractor, all such parties are required to carry the insurance coverages specified herein, and if requested by H-GAC, a separate insurance certificate must be submitted for each such party. t H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and document accuracy. ARTICLE9: 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 END USER. Contractor shall quote a price to END USER for provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days of receipt of END USER's purchase order. ARTICLE 10: ORDER PROCESSING CHARGE H-GAC will apply an Order Processing Charge, listed in Addendum A to this contract, 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. 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 Page 3 of 8 DocuSign Envelope ID: BE85D5C3-700EJID9B-9883-D59957D59834 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: 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 Customer. e. Be designed and constructed using current industry accepted engineering and safety practices, and materials [ 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, 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 Name b. Product/Service purchased, including Product Code if applicable c. Customer Purchase Order Number d. Purchase Order Date Product/Service dollar amounte Page 4 of 8 DocuSign Envelope ID: BE85D5C3-700E-4D9B-9883-D59957D59834 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. 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: 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, 807.05 1, 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: BUY AMERICA ACT (National School Lunch Program and Breakfast Program) With respect to products purchased by Customers 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 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 Customers may decide not to purchase from Contractor. Additionally, H-GAC Customers may require country of origin on all products and invoices submitted for payment by Contractor, and Contractor agrees to comply with any such requirement. Page 5 of 8 DocuSign Envelope ID: BE85D5C3-700E4D9B-9883-D59957D59834 ARTICLE 20: BUY AMERICA REQUIREMENT (Applies only to Federally Funded Highway and Transit Projects) With respect to products purchased by Customer 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 3 13, 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 regarding such programs. With respect to products purchased by Customer 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 53230)(1), 49 C.F.R. Sections 661.6 or 661.12, to the extent applicable. Contractor agrees to provide all certifications required by Customer regarding such programs. Contractor agrees that the provisions in this Article may be applicable in an End User Agreement, ARTICLE 21: 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 22: EQUAL EMPLOYMENT OPPORTUNITY Except as otherwise provided under 41 CFR Part 60, all Contracts and Customer 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 1 1375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR 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 23: CLEAN AIR AND WATER POLLUTION CONTROL ACT Customer 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 Air Act (42 U.S.C. 7401-76714) 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. 7401-767 lq) and the Federal Water Pollution Control Act as amended (33 U.S.C. 125 1-1387) and will remain in compliance during the term of the Contract. ARTICLE 24: PREVAILING WAGE Page 6 of 8 DocuSign Envelope ID: BE85D5C3-700E-4D9B-9883-D59957D59834 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 25: 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 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 26: PROFIT AS A SEPARATE ELEMENT OF PRICE For purchases using federal funds in excess of $150,000, a Customer may be required to negotiate profit as a separate element of the price. See, 2 CFR 200.323(b). Contractor agrees to provide information and negotiate with the Customer regarding profit as a separate element of the price for the purchase. Contractor also agrees that the total price, including profit, charged by Contractor to Customer will not exceed the awarded pricing, including any applicable discount, under any awarded contract. Contractor agrees that the provisions in this Article may be applicable in an End User Agreement. ARTICLE 27: BYRD ANTI-LOBBYING AMENDMENT Byrd Anti-Lobbying Amendment (3 IU.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. As applicable, Contractor agrees to file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (3 1 USC 1352).Contractor certifies that it is currently in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (3 1 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 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, Page 7 of 8 DocuSign Envelope ID: BE85D5C3-700E4D9B-9883-D59957D59834 continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative Master Agreement. 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. 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. 2 3. 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 3 1, 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 28: COMPLIANCE WITH EPA REGULATIONS APPLICABLE TO GRANTS. Contractor agrees to comply 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 29: COMPLIANCE WITH ENERGY POLICY AND CONSERVATION ACT Contractor agrees to comply with applicable 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). Page 8 of 8 DocuSign Envelope ID: BE85D5C3-700E-4D9B-9883-D59957D59834 Addendum A- Applicable Order Processing Charge Excerpt from page 6 of RFP #RA05-2 1 : h-gao 'carn / hgacbuy_org Serving Te<lay • Planning f©rTornanaw Dealer,:Re saBer as Re£poarlmt IftlreRewo adent is a chaIn at rueUer of the podruSls =dlar subicu king prap<=al tIn rn=paue nrg be e\3lu3e& based m tlke R=3pandn#== aTthwizatron ttl pU\{dE dune products lad sutreeseon their wnuhctuku. 6.Appraral bF Rlanufacturer Au_v avar£lei contractor maLe aFprored by the rrnnuhcturu ta sell i&Hall. aix! sutice are bIInd al ulwFIInnt subrruH£d Xmpa nazI1l3 to ali:. 3ahcriatioa must mbrnit an appraInl Egtter anu each warrubctwec aullrmi=adm l&ten mr,t &blUmIe tIle regiau, in which equipalem nav be sold m 5er\l£etl 7.AdTn+Tristrative Fee For each purch3n order lnacused uarh za awarded eoutra£S, iI GAC will directiF inrnIce cwdnctar z 1.Stb al&- Prcce3nag Clurge apirEnt}le in dn price af all oquiprw&fsu\Icu wbmitind inca atrac{or-= response. 1The Fee i3 cllcula ud &urn rwarded bid lxicing tnfnre addi6anal dinaruxls (if any) hz in been ambeR it & dre cantngtaa'’s Iupaasib£litv ta Inn it the zrIm{njqtrati\n he nitllin tirrrt}’ (30} days at lnoce3dng any Custow' purtllnle cnxleI, even if an invoice is not rudlxd kam !!-GAC. 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Qa) g aS b5i rn ga Baaa) E GBb S 3 7) g gaa CD U E C)al agaa 7) t: ;aQa) 8 ia) !! 8 7)t: g sR E al P i 7) t) CB Baaa) g E% a5 g 7) g BaQa) 8 S) aq)VI bg g 7) g ;aaa) E) at)10 I try :1 i aC)a) I Lg : 8 E al1) S, t=& E aS 3 gaE E b EEE-i) 'S al C}ggC) E g ya LIa) E g g al E = gIgIgIgIgIgIgIgI:gIgsIgIgIgIgtEl:IEIa =l=1;1;1;1;1 gIg a FI a)a0 leE3 aLA elnHl g0 +==10 BI al LA0 g\b aS bO0 caann CSt)>,3AV eg bO qaa) L[]IhI0 $,3a()d bOa ==\ CDa+=, E Fa C)a 1 ;0 C) q==••= rei CD /Hn\J00 on a) C) ' aa, to0 eg Fa C)\n,n/ bOa r) ' Eal a) g H+U t: Eg0 b)a0m =0in cBnHl g0+=10E E at00a) LOab LOVa)K)a dI00 00a) rha)aI LU0ab &O LOa LO CO LU on a LU 8 tB 0 a) a > al C 3 a) C a [kx;uSign Certificate Of Completion Envelope Id: BE85D5C3700E4D9B9883D59957D59834 Subject: Please DocuSign: City Council Contract 8287 Motorola Renewal Amendment Status: Completed Source Envelope: Document Pages: 37 Certificate Pages: 6 AutoNav: Enabled Signatures: 7 Initials: 1 Envelope Originator: Cori Power 901 B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 Envelopeld Stamping: Enabled Time Zone: (UTC+)6:00) Central Time (US & Canada) Record Tracking Status: Original 12/8/2023 2:24:17 PM Holder: Cod Power cori.power@cityofdenton.com Location: DocuSign Signer Events Cori Power cori.power@cityofdenton.com Purchasing Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature Timestamp Sent: 12/8/2023 4:04:59 PM Viewed: 12/8/2023 4:05:08 PM Signed: 12/8/2023 4:05:23 PM Completed Using IP Address: 198.49.140.104 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 12/8/2023 4:05:25 PM Viewed: 12/1 1/2023 10:42:55 AM Signed: 12/1 1/2023 10:43:49 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Mack Reinwand City Attorney City of Denton Security Level: Email, Account Authentication (None) Sent: 12/1 1/2023 10:43:53 AM Viewed: 12/1 1/2023 3:48:12 PM Signed: 12/1 1/2023 3:56:49 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Jessica Pourciau jessicapourciau@motorolasolutions.com Director, Managed and Support Services Security Level: Email, Account Authentication (None) Sent: 12/1 1/2023 3:56:53 PM Viewed: 12/1 1/2023 4:25:23 PM Signed: 12/1 1/2023 4:26:23 PM Signature Adoption: Pre-selected Style Using IP Address: 173.174.209.137 Signed using mobile Electronic Record and Signature Disclosure: Accepted: 12/1 1/2023 4:25:23 PM ID: 1066c9fc-05984176-a280-3a75ff31f406 Signer Events Leisha Meine Leisha.Meine@cityofdenton.com Chief Technology Officer City of Denton Security Level: Email, Account Authentication (None) Signature 'DocuSlgned by: I {bsb MaM ,D60D157ADABG4D5. Timestamp Sent: 12/1 1/2023 4:26:25 PM Viewed: 12/1 1/2023 4:26:52 PM Signed: 12/1 1/2023 4:27:12 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Completed Sent: 12/1 1/2023 4:27:16 PM Viewed: 1/1 0/2024 2:06:48 PM Signed: 1/10/2024 2:07:11 PM Using IP Address: 198.49.140.10 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 1/1 0/2024 2:07:14 PM Viewed: 1/1 0/2024 2:39:05 PM Signed: 1/10/2024 2:39:16 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 1/10/2024 2:39:19 PM Viewed: 1/10/2024 3:19:30 PM Signed: 1/10/2024 3:20:56 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure: Accepted: 1/10/2024 3:19:30 PM ID: 6dda8e59-074b473b-9fb5-b19216a9fc1 7 In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Status Timestamp Certified Delivery Events Timestamp Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status Timestamp Sent: 12/8/2023 4:05:26 PM Carbon Copy Events Paul Newman paulnewman@motorolasolutions.com Regional Services Manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status Timestamp Sent: 12/1 1/2023 3:56:51 PM Viewed: 12/1 9/2023 4:12:12 PM Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 12/1 1/2023 4:27:15 PM Viewed: 12/1 3/2023 9:34:48 AM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 1/1 0/2024 3:21 :00 PM Viewed: 1/1 1/2024 8:34:M AM Matthew Marolla matthew.marolla@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure; Accepted: 11/27/2023 12:11 :55 PMID: 568e7eb5-a57f49be-8562-bd29e670421 3 Sent: 1/1 0/2024 3:21 :00 PM Viewed: 1/1 0/2024 3:28:42 PM Stephanie Padgett Stephanie.Padgett@cityofdenton.com TS Administration Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 1/10/2024 3:21 :01 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps 12/8/2023 4:04:59 PM 1/1 0/2024 3:19:30 PM 1/1 0/2024 3:20:56 PM 1/1 0/2024 3:21 :01 PM Envelope Sent Certified Delivered Hashed/Encrypted Security Checked Security Checked Security Checked Signing Complete Completed Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Jessica Pourciau, Jesus Salazar, Matthew Marolla ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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