Linking Agreement with Cues Inc

City of Glendale — Regular Meeting (2025-04-22)

Extracted text (via ocr_local) 64357 characters

LINKING AGREEMENT

BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
CUES, INC.
This Linking Agreement (“Agreement”) is entered into as of this day of , 2025, between the

City of Glendale, an Arizona municipal corporation (“City”), and CUES, Inc., a Delaware corporation,
authorized to do business in Arizona (“Contractor”), collectively, the “Parties.”

RECITALS

On June 1, 2024, CUES, Inc., 2 member of the Houston-Galveston Area Council (H-GAC)
Cooperative Purchasing Program, entered into a Master Services Agreement with Contractor to
purchase the goods and services described in the Sewet/Storm Water, Hydto-Excavating Equipment
and Related Services Contract No. SC06-24 (“Cooperative Agreement”), which is attached hereto as
Exhibit A. The Cooperative Agreement allows its cooperative use by other governmental agencies,
including the City. ,

Section 2-149 of the City’s Procurement Code permits the Finance Director to procure goods and
services by participating with other governmental units in cooperative purchasing agreements when
the best interests of the City would be served.

Section 2-149 also provides that the Finance Director may enter into such cooperative agreements
without meeting the formal or informal solicitation and bid requirements of Glendale City Code
Sections 2-145 and 2-146.

The City wishes to contract with Contractor for supplies or services identical to those being provided
to other units of government under the Cooperative Agreement. Contractor consents to the City’s
cooperative use of the terms and conditions of the Cooperative Agreement, and agrees to provide
the supplies and services set forth in the Statement of Work appended hereto as Exhibit B.

The patties recognize and agree that Arizona Wastewater Inc. is the sole distributor of Cues OEM
products, CUES parts, major equipment and repair services in the State of Atizona. While the City
agrees to have Arizona Wastewater perform Contractor's obligations under this Agreement, the
parties specifically agree that, as provided in Article 20 of the Cooperative Agreement, CUES, Inc.
will remain responsible and liable for all obligation and performance under this Agreement,
including, but not limited to, any breach thereof or any claim for indemnification and recovery as
provided in Article 37 of the Cooperative Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated by reference, and
the covenants and promises contained in this Linking Agreement, the parties agree as follows:

Term of Agreement.

A. As provided in the Cooperative Agreement, purchases can be made by governmental entities
from the date of award, which was June 1, 2024, until the date the contract terminates on
May 31, 2028, unless the term is extended by mutual agreement of the parties to the

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Cooperative Agreement. The Cooperative Agreement, however, may not be extended
beyond May 31, 2028. The initial period of this Agreement is the petiod from the Effective
Date of this Agreement until May 31, 2028.

B. The City may extend the term of this Agreement for one (1) one-year renewal if the
Cooperative Agreement is likewise extended and the City gives the Contractor notice that it
is exercising its option to extend this Agreement 30 days prior to the anniversary of the
Effective Date. Glendale extensions are not automatic and shall only occut if the City
affirmatively exercises its right to extend this Agreement.

5 Works’ Condit 1 Specifications.

A. Contactor shall provide City the supplies and/or services identified in the Scope of Work
attached as Exhibit B.

B. Contractor agrees to comply with all the terms, conditions and specifications of the
Cooperative Purchasing Agreement. Such terms, conditions and specifications are
specifically incorporated into and are an enforceable part of this Agreement.

Compensation.

A. City shall pay Contractor compensation at the same rate and on the same schedule as
ptovided in the Cooperative Purchasing Agreement, which is attached hereto as Exhibit C.

B. The total purchase price for the supplies and/or services purchased under this Agreement
shall not exceed six hundred forty-one thousand three hundred nineteen dollars ($641,319)
for the entire term of the Agreement (initial term plus any extensions).

Cancellation. This Agreement may be cancelled pursuant to ARS. § 38-511.

Non-disctimination. Contractor must not discriminate against any employee or applicant for
employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual
orientation, gender identity or expression, genetic characteristics, familial status, U.S. military veteran
status ot any disability. Contractor will require any Sub-contractor to be bound to the same
requirements as stated within this section. Contractor, and on behalf of any subcontractors, warrants
compliance with this section.

Insurance Certificate. A certificate of insurance applying to this Agreement must be provided to the
City prior to the Effective Date.

E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the requirements of
ARS. § 41-4401.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties
hereby certify that they are not currently engaged in, and agree for the duration of the Agreement to
not engage in, a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.

P; j . Contractor certifies that it does not currently, and
during the term of this Agreement, will not use:

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10.

11,

a. the fosced labor of ethnic Uyghurs in the People's Republic of Chins;
b. any goods of setvices produced the forced labor of ethaic Uyghurs in the People’s
Republic of China; at ef
, c Of seevices pode Seis OF supplies that use tha forced labor oe aay goods

oF Capit Produced by the fosced labor of ethalc Uyghurs in the People's Renu
of Chins.

Attestation of PCT Compliance, When
Payment Catd Industry D. Security Standard attestation of complisnce certlfica:
signed by an offer of Caencar wt ores "

Notices. notices that mast be provided under this Agreement shell be aent to the Pasties’
tepecie edad pees or nee: his Ags

City of Glendale
¢/o Casig Crones - Fleet Manapement

6210 W. Myrtle Avenue
Glendale, AZ 85301

and

CUES, Inc.
c/o AZ Wastewnter Industries, Inc. - Brandon Marines

3201 W, Virginia Avenue, #3

Phoenix, AZ 85009

forth bo WHEREOF, the putin hecetn have executed this Agreeaneat on of the date and yeat st
forth above.
City” “Contractor”

of Glendale, an Ariz CUES, Inc.,
*r Kevin. Phelps SSStSt*~S a

City Manager Tide: ‘Vice President of Business Development

ATTEST:

Jule KK Bower (SEAT)

APPROVED AS TO FORM:

Ot/aa/20as

Michael D. Bailey
City Attorney

01/28/2025

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
CUES, INC.

EXHIBIT A
H-GAC
CONTRACT NO. SC06-24
SEWER/STORM WATER, HYDRO-EXCAVATING EQUIPMENT AND RELATED
SERVICES

EXhht A

“The Standard of the Induatry"

02/25/2028 B
CUES™

EST
CUES Sole Source/OEM Justification 1943 S. Augusta Ct.
Ontario, CA 91761
(909) 923-2001
(909) 923-2091 (Fax)
(800) 544-8695 (WATTS)

100% Full Circle Compatibility:

CUES current cameras, light-heads, Power Control Units, Footage Systems and Single/Multi Conductor TV cable
are 100% compatible with your existing equipment without modifications. This allows older equipment to operate
on newer TV systems and newer equipment to operate on older systems giving you full circle compatibility.

You can either retrofit an existing Chassis with new equipment, or utilize existing equipment, and have Cues install
it on a new Cues Chassis, only containing specific new components needed for the upgrade. Either way you greatly
reduce your cost for newer equipment, thus maximizing your return on investment,

Arizona Wastewater (A.W.I.) is the sole distributor of Cues OEM products for the state of Arizona, New Mexico

and Nevada.

© CUES is the sole manufacture and supplier of OEM (Original Equipment Manufacture) products/parts for
your existing CUES TV equipment. Due to compatibility and warranty issues CUES recommends the purchase
of “Original” components and parts.

© CUES is the sole manufacture of the ProData and Granite XP video/footage capture system. CUES has the only
in-house software support team. Other products in the market are 3" party add-on programs and offer no in
house support. The ESRI Interface Module and PACP module were designed in-house by Cues to only work
with the Granite XP software. Also, Granite XP will only work with modules developed by Cues.

® CUES West maintains several million dollars in parts and supplies that eliminates the need to have an extensive
part inventory.

© There are to Factory Direct OEM Service Centers located in California, one in Ontario, and one in Vacaville,
allowing casy same day support which will limit your downtime and maximize your return on investment.

* AZ Wastewater Industries in Phoenix, AZ, is the sole authorized distributor of CUES parts, major equipment,
and repair services in the states of Arizone, New Mexico and Arizona. AZ Wastewater is also authorized by
CUES to perform warranty work on CUES equipment, and to stock CUES spare Parts and loaner inventory.

Sincerely,

Matt Olson
President of North American Sales

Corporate Office:
3600 Rio Vista Avenue, Orlando, FL 32805 « Telephone (407) 849-0190 / (800) 327-7791 © Fax (407) 425-1569

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
CUES, INC.

EXHIBIT B
Scope of Work

For the purchase of one (1) CUES TV inspection truck for the Wastewater Division of the Water Services
Department (per Quote No. 24818 dated March 26, 2025).

DocuSign Envelope ID: EED0AE3A-44CD-4EE0-B8AS-SODCGE4C286F E. Lb IS

H-GAC
Houstou-Galveston Area Council
P.O. Box 22777 - 3555 Timmons « Houston, Texas 77227-2777

Cooperative Agreement - Contract - CUES, Inc. - Public Services - ID: 12571- SC06-24

MASTER GENERAL PROVISIONS

This Master Agreement is made and entered into, by and between the Houston-Galveston Area Council
hereinafter referred to as H-GAC having its principal place of business at 3555 Timmons Lane, Suite 120,
Houston, Texas 77027 and CUES, Inc., hereinafter referred to as the Contractor, having its principal place of
business at 3600 Rio Vista Avenue, Orlando, FL 32805.

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.

TI : PUBLI TI
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 80; however, the determination of the Texas Attomey 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.

TI 4: NT.
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

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subject to the exclusive control and supervision of the Contractor. The Contractor is solely responsible for
employee related disputes and discrepancies, including employee payrolls and any claims arising therefrom.

ARTICLE 5: ANTI-COMPETITIVE BEHAVIOR
Contractor will not collude, in any manner, or engage in any practice which may restrict or eliminate competition
or otherwise restrain trade.

ARTICLE 6; SUSPENSION AND DEBARMENT

Debarment and Suspension (Executive Orders 12549 and 12689) — A contract award (2 CFR 180.220) must not be
made to parties listed on the government-wide exclusions in the System for Award Management (SAM), in
accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1966
Comp. p. 189) and 12689 (3 CFR Part 1989 Comp, p. 235), “Debarment and Suspension.” SAM Exclusions
contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared
ineligible under statutory or regulatory authority other than Executive Order 12549,

Pursuant to the Federal Rule above, Respondent certifies that neither it nor its principals are presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal
department or agency or by the State of Texas and at all times during the term of the Contract neither it nor its
principals will be debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
participation by any federal department or agency or by the State of Texas Respondent shall immediately provide
the written notice to H-GAC if at any time the Respondent learns that this certification was erroneous when
submitted or has become erroneous by reason of changed circumstances. H-GAC may rely upon a certification of
the Respondent that the Respondent is not debarred, suspended, ineligible, or voluntarily excluded from the
covered contract, unless the H-GAC knows the certification is erroneous.

ARTICLE 7: GOAL FOR CONTRACTING SMALL AND MINORITY BUSINESSES, OMEN?’S
BUSINESS RPR AND LABOR SURPLUS AREA FIRMS (if subcontract;

H-GAC’s goal is to assure that small and minority businesses, women's business enterprises, and labor surplus area
firms are used when possible in providing services under a contract, In accordance with federal procurements
requirements of 2 CFR §200.321, if subcontracts are to be let, the prime contractor must take the affirmative steps
listed below:
1. Placing qualified small and minority businesses and women’s business enterprises on solicitation lists;
2. Assuring that small and minority businesses and women’s business enterprises are solicited whenever
they are potential sources;
3. Dividing total requirements, when economically feasible, into smaller task or quantities to permit
maximum participation by small and minority businesses, and women’s business enterprises;
4. Establishing delivery schedules, where the requirement permits, which encourage participation by small
and minority businesses, and women’s business enterprises;
5. Using the services and assistance as appropriate, of such organizations as the Smal] Business
Administration and the Minority Business Development Agency of the Department of Commerce.

6.
Nothing in this provision will be construed to require the utilization of any firm that is either unqualified or
unavailable. The Small Business Administration (SBA) is the primary reference and database for information on
requirements related to Federal Subcontracting hitps://www.s =e: actine/contracting-pguide/prime
subcontracting

NOTE: The term DBE as used in this solicitation is understood to encompass all programs/business enterprises such
as: Smal] 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 HGACBnuy 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

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considered in a procurement transaction, etc.

ARTICLE 8: SCOPE OF SERVICES
The services to be performed by the Contractor are outlined in an Attachment to this Master Agreement.

TICLE 9: PE) CE P) ,
This Master Agreement shall be performed during the period which begins Jun 01 2024 and ends May 31 2028. 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,

ARTI 12: PA’ TE A vA TY DIS Ss

If discounts for accelerated payment, pre-payment, Progress payment, or quantity discounts are offered, they must
be clearly indicated in the Contractor’s submission prior to contract award. The applicability or acceptance of these
terms is at the discretion of the Customer.

ARTICLE 13: REPORTING REQUIRE: s

If the Contractor fails to submit to H-GAC ina timely and satisfactory manner any report required by this Master
Agreement, or otherwise fails to satisfactorily render performances hereunder, H-GAC may terminate this Master
Agreement with notice as identified in Article 29 of these General Provisions, H-GAC has final determination of
the adequacy of performance and reporting by Contractor. Termination of this Master Agreement for failure to
perform may affect Contractor’s ability to participate in future opportunities with H-GAC. The Contractor's failure
to timely submit any report may also be considered cause for termination of this Master Agreement. Any additional
reporting requirements shall be set forth in the Special Provisions of this Master Agreement.

TI 14;
Contractor shall maintain insurance coverage for work performed or services rendered under this Master
Agreement as outlined and defined in the attached Special Provisions.

TI 15: SUBCONTRACTS SI Ss
Except as may be set forth in the Special Provisions, the Contractor agrees not to assign, transfer, convey, sublet,
or otherwise dispose of this Master Agreement or any right, title, obligation, or interest it may have therein to any
third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to
any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under
all subcontracts shall result in compliance with all the terms and provisions of this Master 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.

TI 16; AUD’
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

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agrees that the Contractor shall be liable to the H-GAC for any findings that result in monetary obligations to H-
GAC,

ARTICLE 17; TAX EXEMPT STATUS

H-GAC and Customer members are either units of government or qualified non-profit agencies, and are generally
exempt from Federal and State sales, excise or use taxes, Respondent must not include taxes in its Response. It is
the responsibility of Contractor to determine the applicability of any taxes to an order and act accordingly.
Exemption certificates will be provided upon request,

ARTICLE 18; EXAMINATION OF RECORDS

The Contractor shall maintain during the course of the work complete and accurate records of all of the
Contractor's costs and documentation of items which are chargeable to H-GAC under this Master Agreement. H-
GAC, through its staff or designated public accounting firm, the State of Texas, and United States Government,
shall have the right at any reasonable time to inspect, copy and audit those records on or off the premises by
authorized representatives of its own or any public accounting firm selected by H-GAC. The right of access to
records is not limited to the required retention period, but shall last as long as the records are retained. Failure to
provide access to records may be cause for termination of the Master Agreement. The records to be thus
maintained and retained by the Contractor shall include (without limitation): (1) personnel and payroll records,
including social security numbers and labor classifications, accounting for total time distribution of the
Contractor's employees working full or part time on the work, as well es cancelled payroll checks, signed receipts
for payroll payments in cash, or other evidence of disbursement of payroll payments; (2) invoices for purchases,
receiving and issuing documents, and all other unit inventory records for the Contractor's stocks or capital items;
and (3) paid invoices and cancelled checks for materials purchased and for subcontractors’ and any other third

parties' charges.

Contractor agrees that H-GAC will have the right, with reasonable notice, to inspect its records pertaining to
purchase orders processed and the accuracy of the fees payable to H-GAC. The Contractor further agrees that the
examination of records outlined in this article shall be included in all subcontractor or third-party Master

Agreements.

ARTICLE 19: RETENTION OF REC

The Contractor and its subcontractors shall maintain all records pertinent to this Master Agreement, and all other
financial, statistical, property, participant records, and supporting documentation for a period of no less than seven
(7) years from the later of the date of acceptance of the final payment or until all audit findings have been resolved.
Hf 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.

TI 20; DIST) (¢) SE:
Contractor agrees and acknowledges that any such designations of distributors, vendors, resellers or the like are for
the convenience of the Contractor only and the awarded Contractor will remain responsible and liable for all
obligations under the Contract and the performance of any designated distributor, vendor, reseller, etc. Contractor
is also responsible for receiving and processing any Customer purchase order in accordance with the Contract and
forwarding of the Purchase Order to the designated distributor, vendor, reseller, etc. to complete the sale or service.
H-GAC reserves the right to reject any entity acting on the Contractor’s behalf or refuse to add entities after a
contract is awarded.

TICLE 21: EO. ND Ss.

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

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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 Cc 'S
A. Ifa 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. Ifa manufacturer makes any kind of change in a contracted item which effects 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. Ifa 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 written notice and an explanation of
the changes to products and pricing. H~GAC will respond with written approval,

ARTICLE 23: CONTRACT PRICE ADJUSTMENTS

Price Decreases

If Contractor’s Direct Cost decreases at any time during the full term of this award, Contractor must immediately
pass the decrease on to H-GAC and lower its prices by the amount of the decrease in Direct Cost. (Direct Cost
means Contractor’s cost from the manufacturer of any item or if Contractor is the manufacturer, the cost of raw
materials required to manufacture the item, plus costs of transportation from manufacturer to Contractor and
Contractor to H-GAC. Contractor must notify H-GAC of price decreases in the same way as for price increases set
out below. The price decrease shall become effective upon H-GAC’s receipt of Contractor’s notice. If Contractor
routinely offers discounted contract pricing, H-GAC may request Contractor accept amended contract pricing
equivalent to the routinely discounted pricing.

Price Increase

Contractors may request a price increase for items priced as Base Bid items and Published Options. 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 governmental actions, or other economic factors. Manufacturer price/contract
changes involving the sale of motor vehicles will be considered and may be allowed during the entire contract

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period subject to submission and verification of the proper documentation required for a contract change as
referenced in this section.

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 shall, at time of sale, be equipped as required
under any then current applicable local, state, and federal government requirements. If, during 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 overview of changes requested and reasons for the request, stating 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 Tequests must
be supported with substantive documentation (¢.g., notices from suppliers and manufacturers of pricing changes in
products, components, transportation, raw materials or commodities, and/or product availability, copies of invoices
from suppliers, etc.) clearly showing that Contractor's actual costs have increased per the applicable line-item bid.
The Producer Price Index (PPI) may be used as partial justification, subject to approval by H-GAC, but no price
increase based solely on an increase in the PPI will be allowed. This documentation should be submitted in Excel
format to facilitate analysis and updating of the website. The letter and documentation must be sent to Lead

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.

T) :D P|
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 tmust 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,

25; iG T
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 retumed 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

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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.

TICLE 26: AL
Each product delivered under contract to any Customer must be delivered with at least one (1) copy of a safety and
operating manual and any other technical or maintenance manual. The cost of the manual(s) must be included in
the price for the Product offered,

ARTICLE 27: OUT OF STOCK. PRODUCT RECALLS, AND DISCONTINUED PRODUCTS

H-GAC does NOT purchase the products sold pursuant to a Solicitation or Master Agreement. Contractor is
responsible for ensuring that notices and maili , Such as Out of Stock or Discontinued Notices, Safety Alerts,
Safety Recall Notices, and customer surveys, are sent directly to the Customer with a copy sent to H-GAC.
Customer will have the option of accepting any equivalent product or canceling the item from Customer’s
Purchase Order. Contractor is not authorized to make substitutions without prior approval.

ARTICLE 28: WARRANTIES, SALES, AND SERVICE

Warranties must be the manufacturer's standard and inclusive of any other warranty requirements stated in the
Master Agreement; any warranties offered by a dealer will be in addition to the manufacturer’s standard warranty
and will not be a substitute for such. Pricing for any product must be inclusive of the standard warranty.

Contractor is responsible for the execution and effectiveness of all product warranty requests and any claims,
Contractor agrees to respond directly to correct warranty claims and to ensure reconciliation of warranty claims
that have been assigned to a third party.

TI 29: TE. TION PROCE) S
The Contractor acknowledges that this Master Agreement may be terminated for Convenience or Default.
H-GAC will not pay for any expenses incurred after the termination date of the contract.

A. Convenience
H-GAC may terminate this Master Agreement at any time, in whole or in part, with or without cause,
whenever H-GAC determines that for any reason such termination is in the best interest of H-GAC, by
providing written notice by certified mail to the Contractor. Upon receipt of notice of termination, all
services hereunder of the Contractor and its employees and subcontractors shall cease to the extent
specified in the notice of termination.

The Contractor may cancel or terminate this Master Agreement upon submission of thirty (30) days
written notice, presented to H-GAC via certified mail. The Contractor may not give notice of cancellation
after it has received notice of default from H-GAC.

B. Default
H-GAC may, by written notice of default to the Contractor, terminate the whole or any part of the Master

Agreement, in any one of the following circumstances:

(1) Ifthe Contractor fails to perform the services herein specified within the time specified herein or any
extension thereof: or

(2) Ifthe Contractor fails to perform any of the other provisions of this Master Agreement for any reason
whatsoever, or so fails to make progress or otherwise violates the Master Agreements that completion
of services herein specified within the Master Agreement term is significantly endangered, and in
either of these two instances does not cure such failure within a period of ten (10) days (or such longer
period of time as may be authorized by H-GAC in writing) after receiving written notice by certified
mail of default from H-GAC.

(3) In the event of such termination, Contractor will notify H-GAC of any outstanding Purchase Orders and
H-GAC will consult with the End User and notify the Contractor to what extent the End User wishes the

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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. Determination of force
majeure shall rest solely with H-GAC.

ARTICLE 32: CONFLICT OF INTEREST

No officer, member or employee of the Contractor or Contractors subcontractor, no member of the governing body
of the Contractor, and no other public officials of the Contractor who exercise any functions or responsibilities in
the review or Contractor approval of this Master Agreement, shall participate in any decision relating to this
Master Agreement which affects his or her personal interest, or shall have any personal or pecuniary interest, direct
or indirect, in this Master Agreement.

A. Conflict of Interest Questionnaire: Chapter 176 of the Texas Local Government Code requires contractors
contracting or seeking to contract with H-GAC to file a conflict-of-interest questionnaire (CIQ) if they have
an employment or other business relationship with an H-GAC officer or an officer’s close family member.
The required questionnaire and instructions are located on the H-GAC website or at the Texas Ethics
Commission website https://www.ethics.state.tx,us/forms/CIO.pdf. H-GAC officers include its Board of
Directors and Executive Director, who are listed on this website. Respondent must complete and file a CIQ
with the Texas Ethics Commission if an employment or business relationship with H-GAC office or an
officer's close family member as defined in the law exists.

B. Certificate of Interested Parties Form — Form 1295; As required by Section 2252.908 of the Texas
Government Code. H-GAC will not enter a Contract with Contractor unless (i) the Contractor submits a
disclosure of interested parties form to H-GAC at the time the Contractor submits the contract H-GAC, or
(ii) the Contractor is exempt from such requirement. The required form and instructions are located at the
Texas Ethics Commission website https://www.ethics.state,tx.us/whatsnew/elf i
Respondents who are awarded a Contract must submit their Form 1295 with the signed Contract to H-GAC.

ARTICLE 33: IE. CO)

Contractor agrees to comply with all federal statutes relating to nondiscrimination, labor standards, and
environmental compliance. With regards to “Rights to Inventions Made Under a Contract or Master Agreement,”
If the Federal award meets the definition of “funding Master Agreement” under 37 CFR § 401.2 (a) and the
recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization
regarding the substitution of parties, assignment or performance of experimental, developmental, or research work
under that “funding Master Agreement,” the recipient or subrecipient must comply with the requirements of 37
CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under
Government Grants, Contracts and Cooperative Master Agreements,” and any implementing regulations issued by
the awarding agency. Contractor agrees to be wholly compliant with the provisions of 2 CFR 200, Appendix IT.
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)

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Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on
the basis of handicaps and the Americans with Disabilities Act of 1990; (e) the Age Discrimination in Employment
Act of 1967 (29 USC 621 et. seq.) and the Age Discrimination Act of 1974, as amended (42 U.S.C. §§ 6101-6107),
which prohibits discrimination on the basis of age; ( the Drug Abuse Office and Treatment Act of 1972 (PLL. 92-
255), 23 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 VII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq,), as amended, relating to
nondiscrimination in the sale, rental or financing of housing; (j) any other nondiscrimination provisions in any
specific statute(s) applicable to any Federal funding for this Master Agreement; (k) the requirements of any other
nondiscrimination statute(s) which may apply to this Master Agreement; (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; (2) 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).

AR’ E 34; PRO ION ON CONT: WITH ENTITIES USING CERT.
TELECOMMUNICATIONS AND VIDEO SURVEILLANCE EQUIPMENT (EFFECTIVE AUG. 13, 2020
AND AS AMENDED OCTOBER 26. 2020)

Pursuant to 2 CFR 200.216, Contractor shall not offer equipment, services, or system that use covered
telecommunications equipment or services as a substantial or essential component of any system, or as critical
technology as part of any system. Covered telecommunications equipment or services means 1)
telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any
subsidiary or affiliate of such entities); 2) for the purpose of public safety, security of government facilities,
physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and
telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital
Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); 3)
telecommunications or video surveillance services provided by such entities or using such equipment; or 4)
telecommunications or video surveillance equipment or services produced or provided by an entity that the
Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal
Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the
government of a covered foreign country. 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.

TI : DOMESTIC P
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.

6: (@) (@)
The Contractor agrees to perform the Master Agreement in conformance with safeguards against fraud and abuse
as set forth by the H-GAC, the State of Texas, and the acts and regulations of any related state or federal agency.
The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud, abuse, or other criminal activity
through the filing of a written report within twenty-four (24) hours of knowledge thereof. Contractor shall notify
H-GAC of any accident or incident requiring medical attention arising from its activities under this Master

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Agreement within twenty-four (24) hours of such occurrence. Theft or willful damage to property on loan to the
Contractor from H-GAC, if any, shall be reported to local law enforcement agencies and H-GAC within two (2)
hours of discovery of any such act.

The Contractor further agrees to cooperate fully with H-GAC, local law enforcement agencies, the State of Texas,
the Federal Bureau of Investigation, and any other duly authorized investigative unit, in carrying out a full
investigation of all such incidents,

The Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the Contractor
pertaining to this Master Agreement or which would adversely affect the Contractor’s ability to perform services
under this Master Agreement,

AR 37: E} ‘ATI RECO Y

H-GAC’s liability under this Master Agreement, whether for breach of contract, warranty, negligence, strict
liability, in tort or otherwise, is limited to its order processing charge. In no event will H-GAC be liable for any
loss of use, loss of time, inconvenience, commercial loss, lost profits, or savings or other incidental, special or
Consequential damages to the full extent such use may be disclaimed by law. Contractor agrees, to the extent
permitted by law, to defend and hold harmless H-GAC, its board members, officers, agents, officials, employees,
and indemnities from any and all claims, costs, expenses (including reasonable attomey 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.

ICLE 39: ES NOT RESTRIC
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.

ARTI 40: JOINT WORK PRODU

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.

41; PR iF
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 $10,000 or the value of the quantity acquired during the
preceding fiscal year exceeded $10,000; (2) procuring solid waste management services in a manner that
maximizes energy and resource recovery; and (3) establishing an affirmative procurement program for
procurement of recovered materials identified in the EPA guidelines, Pursuant to the Federal Rule above, as
required by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6962(c)(3)(A)(i)), Respondent
certifies that the percentage of recovered materials content for EPA-designated items to be delivered or used in the

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performance of the Contract will be at least the amount required by the applicable contract specifications or other
contractual requirements.

ARTICLE 42: COPE! “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.

TI 43: DIS TION
Respondent and any potential subcontractors shall comply with all Federal statutes relating to nondiscrimination.
These include, but are not limited to:

a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352), which prohibits discrimination on the basis of
race, color, or national origin;

b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§1681-1683, and 1685-1686),
which prohibits discrimination on the basis of sex:

c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §794), which prohibits
discrimination on the basis of handicaps;

d) The Age Discrimination Act of 1975, as amended (42 U.S.C. §§6101- 6107), which prohibits
discrimination on the basis of age;

e) The Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to
nondiscrimination on the basis of drug abuse;

f) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of
1970 (P.L. 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or
alcoholism;

8) Sections 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. §§290 dd-3 and 290 ee-3), as
amended, relating to confidentiality of alcohol and drug abuse patient records;

h) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as amended, relating to
nondiscrimination in the sale, rental, or financing of housing;

i) Any other nondiscrimination provisions in the specific statute(s) under which application for Federal
assistance is being made; and

j) The requirements of any other nondiscrimination statute(s) that may apply to the application.

TI 44: DR wi A
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.

IC 7 TY {@)
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.

TICLE 46: Cc
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.

;D. G

It will always be the responsibility of the selected Contractor to manage data transfer and to secure all data
appropriately during the project to prevent unauthorized access to all data, products, and deliverables,

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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.

49: LAW:
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.

ICLE 50; ORDER OF TY
In the case of any conflict between or within this Master Agreement, the following order of priority shall be
utilized: 1) General Provisions, 2) Special Provisions, 3) Scope of Work, and 4) Other Attachments.

ARTICLE 51: WHOLE MASTER AGREEMENT

Please note, this is an H-GAC Master Agreement template and is used for all products and services offered
in H-GAC Cooperative Purchasing. Any redlines to this Master Agreement may not be reviewed. If this
Master Agreement has not been signed by the Contractor within 30 calendar days, this Master Agreement
will be automatically voided. The Master General Provisions, Master Special Provisions, and Attachments, as
provided herein, constitute the complete Master Agreement between the parties hereto, and supersede any and all
oral and written Master Agreements between the parties relating to matters herein. Except as otherwise provided
herein, this Master Agreement cannot be modified without written consent of the parties,

TI 52: IDE! SYSTE! AW. 1y
In accordance with 2 CFR Title 2, Subtitle A, Chapter I, Part 25 as it applies to a Federal awarding agency's grants,
cooperative agreements, loans, and other types of Federal financial assistance as defined in 2 CFR 25.406.
Contractor understands and as it relates to 2 CFR. 25.205(a), a Federal awarding agency may not make a Federal
award or financial modification to an existing Federal award to an applicant or recipient until the entity has
complied with the requirements described in 2 CFR 25.200 to provide a valid unique entity identifier and maintain
an active SAM registration (www.SAM.gov) with current information (other than any requirement that is not
applicable because the entity is exempted under § 25.110), 2 CFR 25.200(b) requires that registration in the SAM
prior to submitting an application or plan; and maintain an active SAM registration with current information,
including information on a recipient's immediate and highest level owner and subsidiaries, as well as on all
predecessors that have been awarded a Federal contract or grant within the last three years, if applicable, at all
times during which it has an active Federal award or an application or plan under consideration by a Federal
awarding agency; and provide its unique entity identifier in each application or plan it submits to the Federal
awarding agency. To remain registered in the SAM database after the initial registration, the applicant is required
to review and update its information in the SAM database on an annual basis from the date of initial registration or
subsequent updates to ensure it is current, accurate and complete. At the time a Federal awarding agency is ready
to make a Federal award, if the intended recipient has not complied with an applicable requirement to provide a
unique entity identifier or maintain an active SAM registration with current information, the Federal awarding
agency: (1) May determine that the applicant is not qualified to receive a Federal award; and (2) May use that
determination as a basis for making a Federal award to another applicant.

TICLE 53: PR OF RECO
In accordance with 2 CFR 200.323, the Houston-Galveston Area Council and the Contractor or Subrecipient must

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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 $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000;
(2) procuring solid waste management services in a manner that maximizes energy and resource recovery; and (3)
establishing an affirmative procurement program for procurement of recovered materials identified in the EPA
guidelines. Pursuant to the Federal Rule above, as required by the Resource Conservation and Recovery Act of
1976 (42 U.S.C. § 6962(c)(3)(A)(i)), the Contractor or Subrecipient certifies that the percentage of recovered
materials content for EPA-designated items to be delivered or used in the performance of the Agreement will be at
least the amount required by the applicable contract specifications or other contractual requirements.

SIGNATURES:
H-GAC and the Contractor have read, agreed, and executed the whole Master Agreement as of the date first

written above, as accepted by:

CUES, Inc.

DocuBigned by: ‘Docuftigned by:
Signature Mag. Signa’ eo.
Name Thomas Moye Name Chuck Wemple
Title Chief Fiancial Officer Title Executive Director
Date 5/23/2024 Date 5/23/2024
H-GAC

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