HomeMy WebLinkAboutContract 56057 CSC No. 56057
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between Kustom
Signals,Inc. ("Seller") and the City of Fort Worth, ("Buyer"),a Texas home rule municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the
order of precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A—City's Terms and Conditions;
3. Exhibit B —Conflict of Interest Questionnaire.
5. Exhibit C — Seller's Quote, Scope of Services or Purchase Order;
6. Exhibit D—Cooperative Agency Contract(e.g.,NJPA, DIR, BuyBoard); and
Exhibits A, B, C, and D which are attached hereto and incorporated herein, are made a part of
this Agreement for all purposes. Seller agrees to provide Buyer with the services and goods included in
Exhibit C pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
exhibits thereto. In the event of a conflict between Exhibit A—City's Terms and Conditions and Exhibit
D—Cooperative Agency Contract,then Exhibit A—City's Terms and Conditions shall control,but only
to the extent allowable under HGAC Contract No. EF04-21.
Buyer shall pay Seller in accordance with the fee schedule in Exhibit C and in accordance with
the provisions of this Agreement. Total payment made under this Agreement for the first year by Buyer
shall be in the amount of Twenty Thousand Three Hundred Eighty Five Dollars ($20,385.00). Seller
shall not provide any additional items or services or bill for expenses incurred for Buyer not specified
by this Agreement unless Buyer requests and approves in writing the additional costs for such services.
Buyer shall not be liable for any additional expenses of Seller not specified by this Agreement unless
Buyer first approves such expenses in writing.
The term of this Agreement shall be for one year beginning on April 1, 2021 and ending on
March 31, 2022. City shall be able to renew this agreement for one (1) one-year renewal option by
written agreement of the parties.
The undersigned represents and warrants that he or she has the power and authority to execute
this Agreement and bind the respective Vendor.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
T-..�.�.�{i�� By signing I acknowledge that I am the person
By: Jesus J.Chapa(Jul 21,202111:36CDT) responsible for the monitoring and administration
Name: Jesus J. Chapa of this contract,including ensuring all performance
Title: Deputy City Manager and reporting requirements.
Date: J u 121,2021
APPROVAL RECOMMENDED: By: Keay Clev nd(Jul 16,202109:28 CDT)
Name: Sasha Kane
Title: Sr. Contract Compliance Specialist
Neil Nog,Kes
By: Neil Noakes(Jul 21,202108:13 CDT) APPROVED AS TO FORM AND LEGALITY:
Name: Neil Noakes
Title: Chief of Police ,1 _-
ATTEST: By: Nico Arias(Jul 16,202021 08:38 CDT)
Name: Nico Arias
Title: Assistant City Attorney
By: Ronald P.Gonzales(Jul
220,IL1I2GICDT) CONTRACT AUTHORIZATION:
Name: Ron Gonzales M&C: N/A
Title: Acting City Secretary �oo4FORpa
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SELLER: 0 ° o
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KUSTOM SIGNALS,INC. ���nEXpS4dp
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Tand Proposal Manager
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Exhibit A
CITY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1.0 DEFINITION OF BUYER
The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and
subcontractors who act on behalf of various City departments, bodies or agencies.
2.0 DEFINITION OF SELLER
The Vendor(s), consultant, supplier, its officers, agents, servants, employees, vendors and
subcontractors, or other provider of goods and/or services who act on behalf of the entity under
a contract with the City of Fort Worth.
3.0 TERM
This Agreement shall begin on the date signed by the Assistant City Manager below("Effective Date")
and shall expire on November 30, 2021 ("Expiration Date"), unless terminated earlier in accordance
with this Agreement ("Initial Term"). Buyer shall have the option, in its sole discretion, to renew this
Agreement under the same terms and conditions, for up to four(4)one-year renewal options, at Buyer's
sole discretion.
4.0 PUBLIC INFORMATION
Buyer is a government entity under the laws of the State of Texas and all documents held or
maintained by Buyer are subject to disclosure under the Texas Public Information Act. In the
event there is a request for information marked Confidential or Proprietary, Buyer shall
promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to
disclosure. A determination on whether such reasons are sufficient will not be decided by
Buyer, but by the Office of the Attorney General of the State of Texas or by a court of
competent jurisdiction. The Parties agree that nothing contained within this Agreement is
considered proprietary or trade secret information and this agreement may be released in the
event that it is requested.
5.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer shall have a financial interest, direct or indirect, in any
contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of
any land, materials, supplies or services, except on behalf of Buyer as an officer or employee.
Any willful violation of this section shall constitute malfeasance in office, and any officer or
employee found guilty thereof shall thereby forfeit his office or position
Any violation of this section with the knowledge, expressed or implied, of the person or
corporation contracting with the City Council shall render the contract invalid by the City
Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter).
6.0 ORDERS
6.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors who
act on behalf of various City departments, bodies or agencies are authorized to place
orders for goods and/or services without providing approved contract numbers,
purchase order numbers, or release numbers issued by the Buyer. The only exceptions
are Purchasing Card orders and emergencies pursuant to Texas Local Government Code
Section 252.022(a)(1), (2), or (3). In the case of emergencies, the Buyer's Purchasing
Division will place such orders.
6.2 Acceptance of an order and delivery on the part of the Seller without an approved
contract number, purchase order number, or release number issued by the Buyer may
result in rejection of delivery, return of goods at the Seller's cost and/or non-payment.
7.0 SELLER TO PACKAGE GOODS
Seller will package goods in accordance with good commercial practice. Each shipping
container shall be clearly and permanently marked as follows: (a) Seller's name and address: (b)
Consignee's name, address and purchase order or purchase change order number; (c) Container
number and total number of containers, e.g., box 1 of 4 boxes; and (d)Number of the container
bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided.
Goods shall be suitably packed to secure lowest transportation costs and to conform to
requirements of common carriers and any applicable specifications. Buyer's count or weight
shall be final and conclusive on shipments not accompanied by packing lists.
8.0 SHIPMENT UNDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading
will operate as a tender of goods.
9.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and
takes possession of the goods at the point or points of delivery after inspection and acceptance
of the goods.
10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed.
11.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase
change order, or release order.
12.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller
shall be responsible for all charges for the return to Seller of any goods rejected as being
nonconforming under the specifications.
13.0 INVOICES
13.1 Seller shall submit separate invoices in duplicate, on each purchase order or purchase
change order after each delivery. Invoices shall indicate the purchase order or purchase
change order number. Invoices shall be itemized and transportation charges, if any,
shall be listed separately. A copy of the bill of lading and the freight waybill, when
applicable, should be attached to the invoice. Seller shall mail or deliver invoices to
Buyer's Department and address as set forth in the block of the purchase order,
purchase change order or release order entitled "Ship to." Payment shall not be made
until the above instruments have been submitted after delivery and acceptance of the
goods and/or services.
13.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The
Buyer shall furnish a tax exemption certificate upon Seller's request.
12.3 Payment. All payment terms shall be "Net 30 Days" unless otherwise agreed to in
writing. Before the 1st payment is due to Seller, Seller shall register for direct deposit
payments prior to providing goods and/or services using the forms posted on the City's
website".
14.0 PRICE WARRANTY
14.1 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller
warrants to be no higher than Seller's current prices on orders by others for products and
services of the kind and specification covered by this agreement for similar quantities
under like conditions and methods of purchase. In the event Seller breaches this
warranty, the prices of the items shall be reduced to the prices contained in Seller's
proposals, or in the alternative upon Buyer's option, Buyer shall have the right to cancel
this contract without any liability to Seller for breach or for Seller's actual expense.
Such remedies are in addition to and not in lieu of any other remedies which Buyer may
have in law or equity.
14.2 Seller warrants that no person or selling agency has been employed or retained to solicit
or secure this contract upon an agreement or understanding for commission, percentage,
brokerage or contingent fee, excepting employees of an established commercial or
selling agency that is maintained by Seller for the purpose of securing business. For
breach or violation of this warranty, Buyer shall have the right, in addition to any other
right or rights arising pursuant to said purchase(s), to cancel this contract without
liability and to deduct from the contract price such commission percentage, brokerage
or contingent fee, or otherwise to recover the full amount thereof.
15.0 PRODUCT WARRANTY
Seller shall not limit or exclude any express or implied warranties and any attempt to do so
shall render this contract voidable at the option of Buyer. Seller warrants that the goods
furnished will conform to Buyer's specifications, drawings and descriptions listed in the
proposal invitation, and the sample(s) furnished by Seller, if any. In the event of a conflict
between Buyer's specifications, drawings, and descriptions, Buyer's specifications shall govern.
16.0 SAFETY WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards promulgated by
the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970,
as amended. In the event the product does not conform to OSHA standards, Buyer may return
the product for correction or replacement at Seller's expense. In the event Seller fails to make
appropriate correction within a reasonable time, any correction made by Buyer will be at
Seller's expense. Where no correction is or can be made, Seller shall refund all monies received
for such goods within thirty (30) days after request is made by Buyer in writing and received by
Seller. Notice is considered to have been received upon hand delivery, or otherwise in
accordance with Section 29.0 of these terms and conditions. Failure to make such refund shall
constitute breach and cause this contract to terminate immediately
17.0 SOFTWARE LICENSE TO SELLER
If this purchase is for the license of software products and/or services, and unless otherwise
agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive, nontransferable,
royalty free license to use the software. This software is "proprietary" to Seller, and is licensed
and provided to the Buyer for its sole use for purposes under this Agreement and any attached
work orders or invoices. The Buyer may not use or share this software without permission of
the Seller; however Buyer may make copies of the software expressly for backup purposes.
18.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
18.1 The SELLER warrants that all Deliverables, or any part thereof, furnished
hereunder, including but not limited to: programs, documentation, software,
analyses, applications, methods, ways, and processes (in this Section each
individually referred to as a "Deliverable" and collectively as the "Deliverables,")
do not infringe upon or violate any patent, copyrights, trademarks, service marks,
trade secrets, or any intellectual property rights or other third party proprietary
rights, in the performance of services under this Agreement.
18.2 SELLER shall be liable and responsible for any and all claims made against the
Buyer for infringement of any patent, copyright, trademark, service mark, trade
secret, or other intellectual property rights by the use of or supplying of any
Deliverable(s) in the course of performance or completion of, or in any way
connected with providing the services, or the Buyer's continued use of the
Deliverable(s) hereunder;
18.3 SELLER agrees to defend, settle, or pay, at its own cost and expense, any claim or
action against Buyer for infringement of any patent, copyright, trade mark, trade
secret, or similar property right arising from Buyer's use of the software and/or
documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if Buyer modifies or misuses the
software and/or documentation. So long as SELLER bears the cost and expense of
payment for claims or actions against Buyer pursuant to this section, SELLER
shall have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such
claim; however, Buyer shall have the right to fully participate in any and all such
settlement, negotiations, or lawsuit as necessary to protect Buyer's interest, and
Buyer agrees to cooperate with SELLER in doing so. In the event Buyer, for
whatever reason, assumes the responsibility for payment of costs and expenses for
any claim or action brought against Buyer for infringement arising under this
Agreement, Buyer shall have the sole right to conduct the defense of any such
claim or action and all negotiations for its settlement or compromise and to settle
or compromise any such claim; however, SELLER shall fully participate and
cooperate with Buyer in defense of such claim or action. Buyer agrees to give
SELLER timely written notice of any such claim or action, with copies of all
papers Buyer may receive relating thereto. Notwithstanding the foregoing, Buyer's
assumption of payment of costs or expenses shall not eliminate SELLER's duty to
indemnify Buyer under this Agreement. If the software and/or documentation or
any part thereof is held to infringe and the use thereof is enjoined or restrained or,
if as a result of a settlement or compromise, such use is materially adversely
restricted, SELLER shall, at its own expense and as Buyer's sole remedy, either:
(a) procure for Buyer the right to continue to use the software and/or
documentation; or (b) modify the software and/or documentation to make it non-
infringing, provided that such modification does not materially adversely affect
Buyer's authorized use of the software and/or documentation; or (c) replace the
software and/or documentation with equally suitable, compatible, and functionally
equivalent non-infringing software and/or documentation at no additional charge
to Buyer; or (d) if none of the foregoing alternatives is reasonably available to
SELLER terminate this Agreement, and refund all amounts paid to SELLER by
Buyer, subsequent to which termination Buyer may seek any and all remedies
available to Buyer under law; and
18.4 The representations, warranties, and covenants of the parties contained in section
13 through 17 of this Agreement will survive the termination and/or expiration of
this Agreement.
19.0 OWNERSHIP OF WORK PRODUCT
Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas,
processes, methods, programs, and manuals that were developed, prepared, conceived, made or
suggested by the Seller for the Buyer pursuant to a Work Order, including all such
developments as are originated or conceived during the term of the Contract and that are
completed or reduced to writing thereafter (the "Work Product") and Seller acknowledges that
such Work Product may be considered "work(s) made for hire" and will be and remain the
exclusive property of the Buyer. To the extent that the Work Product, under applicable law,
may not be considered work(s) made for hire, Seller hereby agrees that this Agreement
effectively transfers, grants, conveys, and assigns exclusively to Buyer, all rights, title and
ownership interests, including copyright, which Seller may have in any Work Product or any
tangible media embodying such Work Product, without the necessity of any further
consideration, and Buyer shall be entitled to obtain and hold in its own name, all Intellectual
Property rights in and to the Work Product. Seller for itself and on behalf of its vendors hereby
waives any property interest in such Work Product.
20.0 CANCELLATION
Buyer shall have the right to cancel this contract immediately for default on all or any part of
the undelivered portion of this order if Seller breaches any of the terms hereof, including
warranties of Seller. Such right of cancellation is in addition to and not in lieu of any other
remedies, which Buyer may have in law or equity.
21.0 TERNHNATION
20.1 Written Notice. The purchase of goods under this order may be terminated in whole or
in part by Buyer, with or without cause, at any time upon the delivery to Seller of a
written "Notice of Termination" specifying the extent to which the goods to be
purchased under the order is terminated and the date upon which such termination
becomes effective. Such right of termination is in addition to and not in lieu of any
other termination rights of Buyer as set forth herein.
20.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by Buyer in any fiscal period for any payments due hereunder, Buyer will notify Seller
of such occurrence and this Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to Buyer of
any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
20.3 Duties and Obligations of the Parties. Upon termination of this Agreement for any
reason, Seller shall only be compensated for items requested by the Buyer and delivered
prior to the effective date of termination, and Buyer shall not be liable for any other
costs, including any claims for lost profits or incidental damages. Seller shall provide
Buyer with copies of all completed or partially completed documents prepared under
this Agreement. In the event Seller has received access to Buyer Information or data as
a requirement to perform services hereunder, Seller shall return all Buyer provided data
to Buyer in a machine readable format or other format deemed acceptable to Buyer.
22.0 ASSIGNMENT/DELEGATION
No interest, obligation or right of Seller, including the right to receive payment, under this
contract shall be assigned or delegated to another entity without the express written consent of
Buyer. Any attempted assignment or delegation of Seller shall be wholly void and totally
ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer
giving its consent, Seller agrees that Seller shall provide, at no additional cost to Buyer, all
documents, as determined by Buyer, that are reasonable and necessary to verify Seller's legal
status and transfer of rights, interests, or obligations to another entity. The documents that may
be requested include, but are not limited to, Articles of Incorporation and related amendments,
Certificate of Merger, IRS Form W-9 to verify tax identification number, etc. Buyer reserves
the right to withhold all payments to any entity other than Seller, if Seller is not in compliance
with this provision. If Seller fails to provide necessary information in accordance with this
section, Buyer shall not be liable for any penalties, fees or interest resulting therefrom.
23.0 WAIVER
No claim or right arising out of a breach of this contract can be discharged in whole or in part
by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported
by consideration in writing and is signed by the aggrieved party.
24.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both parties.
25.0 THE AGREEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement
between Buyer and Seller shall consist of these Standard Terms and Conditions together with
any attachments and exhibits. This Agreement is intended by the parties as a final expression of
their agreement and is intended also as a complete and exclusive statement of the terms of their
agreement. No course of prior dealings between the parties and no usage of trade shall be
relevant to supplement or explain any term used in this Agreement. Acceptance of or
acquiescence in a course of performance under this Agreement shall not be relevant to
determine the meaning of this Agreement even though the accepting or acquiescing party has
knowledge of the performance and opportunity for objection. Whenever a term defined by the
Uniform Commercial Code (UCC) is used in this Agreement, the definition contained in the
UCC shall control. In the event of a conflict between the contract documents, the order of
precedence shall be these Standard Terms and Conditions, and the Seller's Quote.
26.0 APPLICABLE LAW/VENUE
This agreement shall be governed by the Uniform Commercial Code wherever the term
"Uniform Commercial Code" or"UCC" is used. It shall be construed as meaning the Uniform
Commercial Code as adopted and amended in the State of Texas. Both parties agree that venue
for any litigation arising from this contract shall be in Fort Worth, Tarrant County, Texas. This
contract shall be governed, construed and enforced under the laws of the State of Texas.
27.0 INDEPENDENT CONTRACTOR(S)
Seller shall operate hereunder as an independent contractor and not as an officer, agent, servant
or employee of Buyer. Seller shall have exclusive control of, and the exclusive right to control,
the details of its operations hereunder, and all persons performing same, and shall be solely
responsible for the acts and omissions of its officers, agents, employees, vendors and
subcontractors. The doctrine of respondent superior shall not apply as between Buyer and
Seller, its officers, agents, employees, vendors and subcontractors. Nothing herein shall be
construed as creating a partnership or joint enterprise between Buyer and Seller, its officers,
agents, employees, vendors and subcontractors.
28.0 LIABILITY AND INDEMNIFICATION.
27.1 LIABILITY- SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF SELLER, ITS
OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
27.2 GENERAL INDEMNIFICATION- SELLER HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND BUYER, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTY DAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS
TO SELLER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED
BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF SELLER, ITS
OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
27.3 INTELLECTUAL PROPERTY INDEMNIFICATION— Seller agrees to defend, settle, or pay,
at its own cost and expense, any claim or action against Buyer for infringement of any patent,
copyright, trade mark, trade secret, or similar property right arising from Buyer's use of the
software and/or documentation in accordance with this Agreement, it being understood that
this agreement to defend, settle or pay shall not apply if Buyer modifies or misuses the
software and/or documentation. So long as Seller bears the cost and expense of payment for
claims or actions against Buyer pursuant to this section, Seller shall have the right to conduct
the defense of any such claim or action and all negotiations for its settlement or compromise
and to settle or compromise any such claim; however, Buyer shall have the right to fully
participate in any and all such settlement, negotiations, or lawsuit as necessary to protect
Buyer's interest, and Buyer agrees to cooperate with Seller in doing so. In the event Buyer,
for whatever reason, assumes the responsibility for payment of costs and expenses for any
claim or action brought against Buyer for infringement arising under this Agreement, Buyer
shall have the sole right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, Seller shall fully participate and cooperate with Buyer in defense of such claim or
action. Buyer agrees to give Seller timely written notice of any such claim or action, with
copies of all papers Buyer may receive relating thereto. Notwithstanding the foregoing,
Buyer's assumption of payment of costs or expenses shall not eliminate Seller's duty to
indemnify Buyer under this Agreement. If the software and/or documentation or any part
thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a
settlement or compromise, such use is materially adversely restricted, Seller shall, at its own
expense and as Buyer's sole remedy, either: (a)procure for Buyer the right to continue to use
the software and/or documentation; or (b) modify the software and/or documentation to
make it non-infringing, provided that such modification does not materially adversely affect
Buyer's authorized use of the software and/or documentation; or (c) replace the software
and/or documentation with equally suitable, compatible, and functionally equivalent non-
infringing software and/or documentation at no additional charge to Buyer; or (d) if none of
the foregoing alternatives is reasonably available to Seller terminate this Agreement, and
refund all amounts paid to Seller by Buyer, subsequent to which termination Buyer may seek
any and all remedies available to Buyer under law.
28 SEVERABILITY
In case any one or more of the provisions contained in this agreement shall for any reason, be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this agreement, which agreement shall
be construed as if such invalid, illegal or unenforceable provision had never been contained
herein.
29 FISCAL FUNDING LIMITATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period
for payments due under this contract, then Buyer will immediately notify Seller of such
occurrence and this contract shall be terminated on the last day of the fiscal period for which
funds have been appropriated without penalty or expense to Buyer of any kind whatsoever,
except to the portions of annual payments herein agreed upon for which funds shall have been
appropriated and budgeted or are otherwise available.
30 NOTICES TO PARTIES
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation
of the transmission, or (3) received by the other party by United States Mail, registered, return
receipt requested, addressed as follows:
TO BUYER: TO SELLER:
City of Fort Worth Kustom Signals, Inc.
Attn: Jesus J. Chapa, Deputy City Manager Chris Abel, President
200 Texas Street 9652 Loiret Blvd
Fort Worth, TX 76102-6314 Lenexa, KS 66219
Facsimile: (817) 392-8654 Facsimile: 913-492-1703
With copy to Fort Worth City Attorney's
Office at same address
31 NON-DISCRIMINATION
Seller, for itself, its personal representatives, assigns, subVendors and successors in interest, as
part of the consideration herein, agrees that in the performance of Seller's duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any
individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES
FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY SELLER, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORS OR
SUCCESSORS IN INTEREST, SELLER AGREES TO ASSUME SUCH LIABILITY
AND TO INDEMNIFY AND DEFEND BUYER AND HOLD BUYER HARMLESS
FROM SUCH CLAIM.
32 IMMIGRATION NATIONALITY ACT
Seller shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-
9). Upon request by Buyer, Seller shall provide Buyer with copies of all I-9 forms and
supporting eligibility documentation for each employee who performs work under this
Agreement. Seller shall adhere to all Federal and State laws as well as establish appropriate
procedures and controls so that no services will be performed by any Seller employee who is
not legally eligible to perform such services. SELLER SHALL INDEMNIFY BUYER AND
HOLD BUYER HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES
DUE TO VIOLATIONS OF THIS PARAGRAPH BY SELLER, SELLER'S
EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. Buyer, upon written
notice to Seller, shall have the right to immediately terminate this Agreement for violations of
this provision by Seller.
33 HEALTH, SAFETY,AND ENVIRONMENTAL REOUIREMENTS
Services, products, materials, and supplies provided by the Seller must meet or exceed all
applicable health, safety, and the environmental laws, requirements, and standards. In addition,
Seller agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and
inspections necessary to provide the products or to perform the services hereunder. Seller shall
indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall
have the right to immediately terminate this Agreement for violations of this provision by
Seller.
34 RIGHT TO AUDIT
Seller agrees that Buyer shall, until the expiration of three (3) years after final payment under
this contract, or the final conclusion of any audit commenced during the said three years, have
access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Seller involving
transactions relating to this Agreement at no additional cost to Buyer. Seller agrees that Buyer
shall have access during normal working hours to all necessary Seller facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with
the provisions of this section. Buyer shall give Seller reasonable advance notice of intended
audits. The Buyer's right to audit, as described herein, shall survive the termination and/or
expiration of this Agreement.
35 DISABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA),
Seller warrants that it and any and all of its subcontractors will not unlawfully discriminate on
the basis of disability in the provision of services to general public, nor in the availability,terms
and/or conditions of employment for applicants for employment with, or employees of Seller or
any of its subcontractors. Seller warrants it will fully comply with ADA's provisions and any
other applicable federal, state and local laws concerning disability and will defend, indemnify
and hold Buyer harmless against any claims or allegations asserted by third parties or
subcontractors against Buyer arising out of Seller's and/or its subcontractor's alleged failure to
comply with the above-referenced laws concerning disability discrimination in the performance
of this agreement.
36 DISPUTE RESOLUTION
If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty,
obligations, services rendered or any warranty that arises under this Agreement, the parties
shall first attempt to resolve the matter through this dispute resolution process. The disputing
party shall notify the other party in writing as soon as practicable after discovering the claim,
dispute, or breach. The notice shall state the nature of the dispute and list the party's specific
reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties
shall make a good faith effort, either through email, mail, phone conference, in person
meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in
question that may arise out of, or in connection with this Agreement. If the parties fail to
resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then
the parties may submit the matter to non-binding mediation upon written consent of authorized
representatives of both parties in accordance with the Industry Arbitration Rules of the
American Arbitration Association or other applicable rules governing mediation then in effect.
If the parties submit the dispute to non-binding mediation and cannot resolve the dispute
through mediation, then either party shall have the right to exercise any and all remedies
available under law regarding the dispute.
37 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this
section does not apply. Seller acknowledges that in accordance with Chapter 2270 of the
Texas Government Code, the Buyer is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that
it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract.
The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in
Section 808.001 of the Texas Government Code. By signing this contract, Seller certifies
that Seller's signature provides written verification to the Buyer that Seller: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the contract.
38 INSURANCE REQUIREMENTS
38.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Seller, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle" shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made, and maintained for the duration of the
contractual agreement and for two (2) years following completion of services
provided. An annual certificate of insurance shall be submitted to Buyer to
evidence coverage.
38.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name Buyer as an additional insured thereon, as its interests may appear. The
term Buyer shall include its employees, officers, officials, agents, and volunteers
in respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of Buyer.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to Buyer. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium.Notice shall be sent to the
Risk Manager, Buyer of Fort Worth, 200 Texas Street, Fort Worth, Texas
76102,with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A-
VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent
financial strength and solvency to the satisfaction of Risk Management. If the
rating is below that required,written approval of Risk Management is required.
(e) Any failure on the part of Buyer to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all
required insurance shall be delivered to the Buyer prior to Vendor proceeding
with any work pursuant to this Agreement.
Exhibit B—CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who
contracts or seeks to contract for the sale or purchase of property, goods, or services with a local
governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Form CIQ
("Questionnaire") the person's affiliation or business relationship that might cause a conflict of
interest with the local governmental entity. By law,the Questionnaire must be filed with the Fort
Worth City Secretary no later than seven days after the date the person begins contract
discussions or negotiations with the Buyer, or submits an application or response to a request for
proposals or bids, correspondence, or another writing related to a potential agreement with the
Buyer. Updated Questionnaires must be filed in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is
also available at http://www.ethics.state.tx.us/forms/CIo.pdf.
If you have any questions about compliance, please consult your own legal counsel. Compliance
is the individual responsibility of each person or agent of a person who is subject to the filing
requirement. An offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship that you
might have with the Buyer, state Seller name in the # 1, use N/A in each of the areas on the
form. However, a signature is required in the #4 box in all cases.
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.S. 23. 84th Leg.. Regular Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176.Local Government Code. Date Received
by a vendorwho has a business relationship as defined by Section 176.001(1-a)with a local
governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental
entity not later than the 7th business day after the date the vendor becomes aware of facts
that require the statement to be filed. See Section 176.006(a-1),Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local
Govemment Code.A n offense under this section is a misdemeanor
t Name of vendor who has a business relationship with local governmental entity.
21
Check this box If you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not
later than the 7th business day after the date on which you became aware that the originally filed questionnaire was
incomplete or inaccurate_)
3
Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section (item 3 including subparts A, I3, C, & D) must be completed for each officer with whom the vendor has an
employment or other business relationship as defined by Section 176-0010-a). Local Government Code_ Attach additional
pages to this Form CIO as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income. other than investment
income. from the vendor?
Yes F-1No
13 Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local
government officer named in this section AND the taxable income is not received from the local governmental entity's
1-1 Yes 1-1 No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local
government officer serves as an officer or director,or holds an ownership interest of one percent or more?
Yes F1No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
Signature of vendor doing business with the governmental entity Date
Adopted 8tT2015
Exhibit C—Seller's Quote, Scope of Services or Purchase Order;
Quotation
Pale 1 of2
KUSTOJMA SIGNALS, INC.
9652LcmretBK,d, Lensa�K'56621g2406
(A3-442-144M Fae413-0422-1703
sAaa@uuammajgnda_cam vmw-kmlormignaa_mm
Date 04fl412021
To... MARIA CANOURA Quote# -463953169702SC
FORT WORTH POLICE DEPARTMENT Terms PerApproved Terms
(HEADQUARTERS) This Quote Exp i es on 07107i2021
511 W.FELIXST Phone 517-392-4222
FORT WORTH TX 76115 Fax 817-971-7115
Qtj Product D escriptio n UnitPrke Sub Total
**HGAC EF04-21 Contract**Raptor
9 Rap tor RP-1,Dua1 Ka-Band Antenna,Directional&Same Lane Mode([Original $1,795.00 $16,155A0
Price b efore 43%d iscount$3149)
9 Motorcycle thumb remote,display separation kit&antenna mounts(at time of order $432.00 $3�BSS.00
only). Specify motorcycle make,model,and year.(Original Priceb efore 43%discount
$753)
9 SHIPPING&HANDLING COSTS $3E.00 $342A0
27-Month Standard Warranty
BMW Motorcycle
Total $20,385.00
Suture �CKkva C&-tL�y ArL{rLw
aa*Applicable Sales Tax Not Included. Seller may c hrgeBuyera25%restsckingfee.
Toll Free 800-4KUSTOM (800-458-7866)
Exhibit D— Cooperative Agency Contract (e.g., NJPA, DIR,BuyBoard)
DocuSign Envelope ID:22305DE2-173A l39&8BFE-7C7A64111BRA
H-GAC
Houston-Galveston Area Council
P.O.Box 22777 •3555 Timmons •Houston,Texas 77227-2777
Cooperative Agreement-Contract-Kustom Signals,Inc.-Public Services- ID:6573
GENERAL PROVISIONS
This 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 Kustom Signals,Inc.,hereinafter referred to as the Contractor,having its principal place of business at
9652 Loiret Blvd.,Lenexa,KS 66219.
WITNESSETH:
WHEREAS,H-GAC hereby engages the Contractor to perform certain services in accordance with the
specifications of the Agreement;and
WHEREAS,the Contractor has agreed to perform such services in accordance with the specifications of the
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
Agreement. The Contractor's governing body,where applicable,has authorized the signatory official(s)to enter
into this Agreement and bind the Contractor to the terms of this Agreement and any subsequent amendments
hereto.
ARTICLE 2: APPLICABLE LAWS
The Contractor agrees to conduct all activities under this 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 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 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.
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DocuSign Envelope ID:22305DE2-173A-4B9&8BFE-7CM64111B9A
ARTICLE 4: INDEPENDENT CONTRACTOR
The execution of this Agreement and the rendering of services prescribed by this Agreement do not change the
independent status of H-GAC or the Contractor.No provision of this Agreement or act of H-GAC in performance
of the 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 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 time, during the term of the Contract neither it nor its
principals will be debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from
participation by any federal department or agency or by the State of Texas Respondent shall immediately provide
the written notice to H-GAC if at any time the Respondent learns that this certification was erroneous when
submitted or has become erroneous by reason of changed circumstances.H-GAC may rely upon a certification of
the Respondent that the Respondent is not debarred,suspended,ineligible,or voluntarily excluded from the
covered contract,unless the H-GAC knows the certification is erroneous.
ARTICLE 7:GOAL FOR CONTRACTING WITH SMALL AND MINORITY BUSINESSES,WOMEN'S
BUSINESS ENTERPRISES,AND LABOR SURPLUS AREA FIRMS (if subcontracts are to be let)
H-GAC's goal is to assure that small and minority businesses,women's business enterprises,and labor surplus
area firms are used when possible in providing services under a contract.In accordance with federal procurements
requirements of 2 CFR§200.321,if subcontracts are to be let,the prime contractor must take the affirmative steps
listed below:
1. Placing qualified small and minority businesses and women's business enterprises on solicitation lists;
2. Assuring that small and minority businesses and women's business enterprises are solicited whenever
they are potential sources;
3. Dividing total requirements,when economically feasible,into smaller task or quantities to permit
maximum participation by small and minority businesses,and women's business enterprises;
4. Establishing delivery schedules,where the requirement permits,which encourage participation by small
and minority businesses,and women's business enterprises;
5. Using the services and assistance as appropriate,of such organizations as the Small Business
Administration and the Minority Business Development Agency of the Department of Commerce.
6.
Nothing in this provision will be construed to require the utilization of any firm that is either unqualified or
unavailable.The Small Business Administration(SBA)is the primary reference and database for information on
requirements related to Federal Subcontracting h!Ws://www.sba.gov/federal-contracting/contracting,�guide/prime-
subcontracting
Page 2 of 13
DocuSign Envelope ID:22305DE2-173A-4B98-8BFE-7CM64111BQA
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 Agreement shall be performed during the period which begins Apr 012021 and ends Mar 31 2023.All
services under this 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
Agreement
ARTICLE 10: PAYMENT OR FUNDING
Payment provisions under this 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/OUANTITY 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: REPORTING 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 Agreement as
outlined and defined in the attached Special Provisions.
ARTICLE 15: SUBCONTRACTS AND ASSIGNMENTS
Except as may be set forth in the Special Provisions,the Contractor agrees not to assign,transfer,convey,sublet
or otherwise dispose of this 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
Page 3 of 13
DocuSign Envelope ID:22305DE2-173A-4B98-8BFE-7CM64111BQA
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 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 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.
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 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 Agreement.The records to be thus maintained and retained by the
Contractor shall include(without limitation):(1)personnel and payroll records,including social security numbers
and labor classifications,accounting for total time distribution of the Contractor's employees working full or part
time on the work,as well as cancelled payroll checks,signed receipts for payroll payments in cash,or other
evidence of disbursement of payroll payments;(2)invoices for purchases,receiving and issuing documents,and
all other unit inventory records for the Contractor's stocks or capital items;and(3)paid invoices and cancelled
checks for materials purchased and for subcontractors'and any other third parties'charges.
Contractor agrees that H-GAC will have the right,with reasonable notice,to inspect its records pertaining to
purchase orders processed and the accuracy of the fees payable to H-GAC.The Contractor further agrees that the
examination of records outlined in this article shall be included in all subcontractor or third-party agreements.
ARTICLE 19: RETENTION OF RECORDS
The Contractor and its subcontractors shall maintain all records pertinent to this Agreement,and all other
financial,statistical,property,participant records,and supporting documentation for a period of no less than seven
(7)years from the later of the date of acceptance of the final payment or until all audit findings have been
resolved.If any litigation,claim,negotiation,audit or other action involving the records has been started before
the expiration of the retention period,the records shall be retained until completion of the action and resolution of
all issues which arise from it,or until the end of the seven(7)years,whichever is later,and until any outstanding
litigation,audit,or claim has been fully resolved.
ARTICLE 20: DISTRIBUTORS,VENDORS,RESELLERS
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DocuSign Envelope ID:22305DE2-173A-4B98-8BFE-7C7A641 11 BQA
Contractor agrees and acknowledges that any such designations of distributors,vendors,resellers or the like are
for the convenience of the Contractor only and the awarded Contractor will remain responsible and liable for all
obligations under the Contract and the performance of any designated distributor,vendor,reseller,etc.Contractor
is also responsible for receiving and processing any Customer purchase order in accordance with the Contract and
forwarding of the Purchase Order to the designated distributor,vendor,reseller,etc.to complete the sale or
service.H-GAC reserves the right to reject any entity acting on the Contractor's behalf or refuse to add entities
after a contract is awarded.
ARTICLE 21: CHANGE ORDERS AND AMENDMENTS
A. Any alterations,additions,or deletions to the terms of this 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 Agreement,both parties agree that any amendment
that affects the performance under this 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 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 13
DocuSign Envelope ID:22305DE2-173A-4B9&8BFE-7C7A64111199A
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 Cast decreases at any time during the full term of this award,Contractor must immediately
pass the decrease on to H-GAC and lower its prices by the amount of the decrease in Direct Cost.(Direct Cost
means Contractor's cost from the manufacturer of any item or if Contractor is the manufacturer,the cost of raw
materials required to manufacture the item,plus costs of transportation from manufacturer to Contractor and
Contractor to H-GAC.Contractor must notify H-GAC of price decreases in the same way as for price increases
set out below.The price decrease shall become effective upon H-GAC's receipt of Contractor's notice.If
Contractor routinely offers discounted contract pricing,H-GAC may request Contractor accept amended contract
pricing equivalent to the routinely discounted pricing
Price Increases
Contractors may request a price increase 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 shall,at time of sale,be equipped as required under any then current applicable local,state,and
federal government requirements.If,during the course of any contract,changes are made to any government
requirements which cause a manufacturer's costs of production to increase,Contractor may increase pricing to the
extent of Contractor's actual cost increase.The increase must be substantiated with support documentation
acceptable to H-GAC prior to taking effect.Modifications to a Product required to comply with such requirements
which become effective after the date of any sale are the responsibility of the Customer.
Requesting Price Increase/Required Documentation
Contractor must submit a written notification at least thirty(30)calendar days prior to the requested effective date
of the change,setting the amount of the increase,along with an itemized list of any increased prices,showing the
Contractor's current price,revised price,the actual dollar difference and the percentage of the price increase by
line item.Price change requests must include H-GAC Forms D Offered Item Pricing and E Options Pricing,or the
documentation used to submit pricing in the original Response and be supported with substantive documentation
(e.g.manufacturer's price increase notices,copies of invoices from suppliers,etc.)clearly showing that
Contractor's actual costs have increased per the applicable line item bid.The Producer Price Index(PPI)may be
used as partial justification,subject to approval by H-GAC,but no price increase based solely on an increase in
the PPI will be allowed.This documentation should be submitted in Excel format to facilitate analysis and
updating of the website.The letter and documentation must be sent to the Bids and Specifications manager,
William Burton,at William.Burton(dh-gae.com
Review/Approval of Requests
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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-GAG.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 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 Agreement.Contractor is responsible
for ensuring that notices and mailings,such as Out of Stock or Discontinued Notices, Safety Alerts,Safety Recall
Notices and customer surveys,are sent directly to the Customer with a copy sent to H-GAC.Customer will have
the option of accepting any equivalent product or canceling the item from Customer's Purchase Order.Contractor
is not authorized to make substitutions without prior approval.
ARTICLE 28: WARRANTIES,SALES,AND SERVICE
Warranties must be the manufacturer's standard and inclusive of any other warranty requirements stated in the
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.
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ARTICLE 29: TERMINATION PROCEDURES
The Contractor acknowledges that this 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 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 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
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 often(10)days(or such longer period of time
as may be authorized by H-GAC in writing)after receiving written notice by certified mail of default
from H-GAC.
(3) In the event of such termination,Contractor will notify H-GAC of any outstanding Purchase Orders and
H-GAC will consult with the End User and notify the Contractor to what extent the End User wishes the
Contractor to complete the Purchase Order.If Contractor is unable to do so,Contractor may be subject
to a claim for damages from H-GAC and/or the End User.
ARTICLE 30: SEVERABILITY
H-GAC and Contractor agree that should any provision of this Agreement be determined to be invalid or
unenforceable,such determination shall not affect any other term of this Agreement,which shall continue in full
force and effect.
ARTICLE 31: FORCE MAJEURE
To the extent that either party to this 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 parry'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.Detertnination of force majeure
shall rest solely with H-GAC.
ARTICLE 32: CONFLICT OF INTEREST
No officer,member or employee of the Contractor or 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 Agreement,shall participate in any decision relating to this Agreement
which affects his or her personal interest,or shall have any personal or pecuniary interest,direct or indirect,in this
Agreement.
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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 httns://www.ethics.statc.tx.us/forms/CIQ.t)df.H-GAC officers include its
Board of Directors and Executive Director,who are listed on this website.Respondent must complete and
file a CIQ with the Texas Ethics Commission if an employment or business relationship with H-GAC office
or an officer's close family member as defined in the law exists.
B. Certificate of Interested Parties Form—Form 1295: As required by Section 2252.908 of the Texas
Government Code.H-GAC will not enter a Contract with Contractor unless(i)the Contractor submits a
disclosure of interested parties form to H-GAC at the time the Contractor submits the contract H-GAC,or
(ii)the Contractor is exempt from such requirement.The required form and instructions are located at the
Texas Ethics Commission website https://www.ethics.state.tx.us/whatsnew/elf_info form1295.htm.
Respondents who are awarded a Contract must submit their Form 1295 with the signed Contract to H-GAC.
ARTICLE 33: FEDERAL COMPLIANCE
Contractor agrees to comply with all federal statutes relating to nondiscrimination,labor standards,and
environmental compliance.With regards to"Rights to Inventions Made Under a Contract or Agreement,"If the
Federal award meets the definition of"funding 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 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 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 Agreement or subcontract thereof,including procurement of materials or leases of
equipment.Contractor shall notify each potential subcontractor or supplier of the Contractor's federal compliance
obligations.These may include,but are not limited to:(a)Title VI of the Civil Rights Act of 1964(P.L. 88-352)
which prohibits discrimination on the basis of race,color or national origin;(b)Title IX of the Education
Amendments of 1972,as amended(20 U.S.C. §§ 1681-1683,and 1685-1686),which prohibits discrimination on
the basis of sex;(c)the Fair Labor Standards Act of 1938(29 USC 676 et.seq.),(d)Section 504 of the
Rehabilitation Act of 1973,as amended(29 U.S.C. §794),which prohibits discrimination on the basis of
handicaps and the Americans with Disabilities Act of 1990;(e)the Age Discrimination in Employment Act of
1967(29 USC 621 et.seq.)and the Age Discrimination Act of 1974,as amended(42 U.S.C. §§6101-6107),
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 ce-3),as amended,relating to confidentiality of alcohol and drug abuse
patient records;(i)Title VIII of the Civil Rights Act of 1968(42 U.S.C. §3601 et seq.),as amended,relating to
nondiscrimination in the sale,rental or financing of housing;0)any other nondiscrimination provisions in any
specific statute(s)applicable to any Federal funding for this Agreement;(k)the requirements of any other
nondiscrimination statute(s)which may apply to this 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 WorkHours 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
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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: CRIMINAL PROVISIONS AND SANCTIONS
The Contractor agrees to perform the 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 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 Agreement or which would adversely affect the Contractor's ability to perform services under
this Agreement.
ARTICLE 35: INDEMNIFICATION AND RECOVERY
H-GAC's liability under this Agreement,whether for breach of contract,warranty,negligence,strict liability,in
tort or otherwise,is limited to its order processing charge. In no event will H-GAC be liable for any loss of use,
loss of time,inconvenience,commercial loss,lost profits or savings or other incidental,special or consequential
damages to the full extent such use may be disclaimed by law.Contractor agrees,to the extent permitted by law,
to defend and hold harmless H-GAC,its board members,officers,agents,officials,employees and indemnities
from any and all claims,costs,expenses(including reasonable attorney fees),actions,causes of action,
judgements,and liens arising as a result of Contractor's negligent act or omission under this Agreement.
Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against Contractor relating to this
Agreement
ARTICLE 36:LEffrATION OF CONTRACTOR'S LIABILITY
Except as specified in any separate writing between the Contractor and an END USER,Contractor's total liability
under this 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 Agreement.
ARTICLE 37: TITLES NOT RESTRICTIVE
The titles assigned to the various Articles of this Agreement are for convenience only.Titles shall not be
considered restrictive of the subject matter of any Article,or part of this Agreement.
ARTICLE 38: JOINT WORK PRODUCT
This Agreement is the joint work product of H-GAC and the Contractor.This 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.
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ARTICLE 39: 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$10,000 or the value of the quantity acquired during the
preceding fiscal year exceeded$10,000;(2)procuring solid waste management services in a manner that
maximizes energy and resource recovery;and(3)establishing an affirmative procurement program for
procurement of recovered materials identified in the EPA guidelines.Pursuant to the Federal Rule above,as
required by the Resource Conservation and Recovery Act of 1976(42 U.S.C. §6962(c)(3)(A)(i)),Respondent
certifies that the percentage of recovered materials content for EPA-designated items to be delivered or used in
the performance of the Contract will be at least the amount required by the applicable contract specifications or
other contractual requirements.
ARTICLE 40: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 41: DISCRIMINATION
Respondent and any potential subcontractors shall comply with all Federal statutes relating to nondiscrimination.
These include,but are not limited to:
a) Title VI of the Civil Rights Act of 1964(P.L. 88-352),which prohibits discrimination on the basis of
race,color,or national origin;
b) Title IX of the Education Amendments of 1972,as amended(20 U.S.C. §§1681-1683,and 1685-
1686),which prohibits discrimination on the basis of sex;
c) Section 504 of the Rehabilitation Act of 1973,as amended(29 U.S.C. §794),which prohibits
discrimination on the basis of handicaps;
d) The Age Discrimination Act of 1975,as amended(42 U.S.C. §§6101-6107),which prohibits
discrimination on the basis of age;
e) The Drug Abuse Office and Treatment Act of 1972(P.L.92-255),as amended,relating to
nondiscrimination on the basis of drug abuse;
f) The Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of
1970(P.L.91-616),as amended,relating to nondiscrimination on the basis of alcohol abuse or
alcoholism;
g) Sections 523 and 527 of the Public Health Service Act of 1912(42 U.S.C. §§290 dd-3 and 290 cc-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 statutc(s)under which application for Federal
assistance is being made;and
j) The requirements of any other nondiscrimination statute(s)that may apply to the application.
ARTICLE 42: DRUG FREE WORKPLACE
Contractor must provide a drug-free workplace in accordance with the Drug-Free Workplace Act,as applicable.
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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 43: APPLICABILITY TO SUBCONTRACTORS
Respondent agrees that all contracts it awards pursuant to the contract awarded as a result of this Agreement will
be bound by the foregoing terms and conditions.
ARTICLE 44: 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 45: DATA HANDLING AND SECURITY
It will always be the responsibility of the selected Contractor to manage data transfer and to secure all data
appropriately during the project to prevent unauthorized access to all data,products,and deliverables.
ARTICLE 46: DISPUTES
All disputes concerning questions of fact or of law arising under this Agreement,which are not addressed within
the Whole 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 lender 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 Agreement and in accordance with
H-GAC's final decision.
ARTICLE 47: CHOICE OF LAW: VENUE
This 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 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 48: ORDER OF PRIORITY
In the case of any conflict between or within this Agreement,the following order of priority shall be utilized: 1)
General Provisions,2)Special Provisions,3)Scope of Work,and,4)Other Attachments.
ARTICLE 49: WHOLE AGREEMENT
The General Provisions,Special Provisions,and Attachments,as provided herein,constitute the complete
Agreement("Agreement")between the parties hereto,and supersede any and all oral and written agreements
between the parties relating to matters herein.Except as otherwise provided herein,this Agreement cannot be
modified without written consent of the parties.
SIGNATURES:
H-GAC and the Contractor have read,agreed,and executed the whole Agreement as of the date first written
above,as accepted by:
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DocuSign Envelope ID:22305DE2-173A-4B98-8BFE-7C7A6411189A
H-GAC
Houston-Galveston Area Council
P.O.Box 22777 •3555 Timmons •Houston,Texas 77227-2777
Cooperative Agreement-Contract-Kustom Signals,Inc.-Public Services- ID:6573
Kustom S' &by. H-GAC DacuSignad by:
Signature L� SignaturC82EC270D5D61423
728C4D24EDC142C... .
Name Chris Abel Name Chuck Wemple
Title President Title Executive Director
Date 4/19/2021 Date 4/22/2021
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DocuSign Envelope ID:22305DE2-173A-4B98-8BFE-7CM64111B9A
H-GAC
Houston-Galveston Area Council
P.O.Box 22777 •3555 Timmons •Houston,Texas 77227-2777
Cooperative Agreement-Contract-Kustom Signals,Inc.-Public Services- 6573
SPECIAL PROVISIONS
Incorporated by attachment,as part of the whole agreement,H-GAC and the Contractor do,hereby agree to the
Special Provisions as follows:
ARTICLE 1: BIDS/PROPOSALS INCORPORATED
In addition to the whole Agreement, the following documents listed in order of priority are incorporated into
the 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 Agreement("EUA)with the
Contractor through this Agreement,and that the term of the EUA may exceed the term of the current H-GAC
Agreement. H-GAC's acknowledgement is not an endorsement or approval of the End User 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 Agreement with H-GAC. Contractor affirms that termination of its
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 terns and duration.Pursuant to the terms of this
Agreement,termination of this 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 Agreement between H-GAC and Contractor.
ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE
Contractor shall provide its most favorable pricing and terns to H-GAC.If at any time during this Agreement,
Contractor develops a regularly followed standard procedure of entering into 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 terns more
favorable than those provided to H-GAC, Contractor shall notify H-GAC within ten(10)business days
thereafter,and this Agreement shall be deemed to be automatically retroactively amended,to the effective date
of Contractor's most favorable past 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 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 tern that was charged or offered to another entity during the tern of this 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 Agreement between H-GAC and Contractor shall be automatically amended, effective
retroactively,to the effective date of the most favored agreement,to provide the same prices,warranties,
benefits, or terms to H-GAC and the END USER.
EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder,
proposer or contractor,which are not within bidder's/proposer's control[example;a manufacturer's bid
concession], or to any prices offered to the Federal Government and its agencies.
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ARTICLE 4: PARTY LIABILITY
Contractor's total liability under this 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 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 Agreement. H-GAC
will invoice Contractor for the applicable order processing charge when H-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 Agreement,including sales to entities without
Interlocal Agreements, Contractor shall pay the applicable order processing charges to H-GAC. Further,
Contractor agrees to encourage entities who are not members of II-GAC's Cooperative Purchasing Program to
execute an H-GAC Interlocal Agreement.H-GAC reserves the right to take appropriate actions including,but
not limited to, Agreement termination if Contractor fails to promptly remit the appropriate order processing
charge to H-GAC. In no event shall H-GAC have any liability to Contractor for any goods or services 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 Agreement actually performed, and for which compensation was
received by Contractor.
ARTICLE 7: LIQUIDATED DAMAGES
Contractor and H-GAC agree that Contractor shall cooperate with the END USER at the time an END USER
purchase order is placed,to determine terms for any liquidated damages.
ARTICLE 8: INSURANCE
Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the
following insurance and coverage minimums:
a. General liability insurance with a Single Occurrence limit of at least$1,000,000.00,and a General
Aggregate limit of at least two times the Single Occurrence limit.
b. Product liability insurance with a Single Occurrence limit of at least$1,000,000.00, and a General
Aggregate limit of at least two times the Single Occurrence limit for all Products except Automotive Fire
Apparatus. For Automotive Fire Apparatus, see Section B of the Bid/Proposal Specifications.
c. Property Damage or Destruction insurance is required for coverage of End User owned equipment while
in Contractor's possession, custody or control. The minimum Single Occurrence limit is $500,000.00 and
the General Aggregate limit must be at least two times the Single Occurrence limit. This insurance may be
carried in several ways, e.g. under an Inland Marine policy,as art of Automobile coverage,or under a
Garage Keepers policy. In any event,this coverage must be specifically and clearly listed on insurance
certificate(s)submitted to H-GAC.
Page 2 of 8
DocuSign Envelope ID:22305DE2-173A-4B9&8BFE-7C7A64111199A
d. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal,and
for any extensions thereof,plus the number of days/months required to deliver any outstanding order after
the close of the contract period.
e. Original Insurance Certificates must be furnished to H-GAC on request,showing Contractor as the
insured and showing coverage and limits for the insurances listed above.
f. If any Product(s)or Service(s)will be provided by parties other than Contractor,all such parties are
required to carry the minimum insurance coverages specified herein, and if requested by H-GAC,a
separate insurance certificate must be submitted for each such party.
g. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and
document accuracy.
ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS
H-GAC's contractual requirements DO NOT include a Performance&Payment Bond(PPB);therefore,
Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to
cover any order if so requested by the 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 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 guidance to
advise H-GAC if this 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 Agreement.
ARTICLE 11: 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 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.
f. Be available for inspection at any time prior to or after procurement.
Page 3 of 8
DocuSign Envelope ID:22305DE2-173A4B9&8BFE-7C7A64111199A
ARTICLE 12: TEXAS MOTOR VEHICLE BOARD LICENSING
All 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 Agreement term, any required Contractor license is denied,
revoked,or not renewed, Contractor shall be in default of this 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 13: INSPECTION/TESTING
All Products sold pursuant to this 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 Agreement,and unless otherwise agreed in advance,the
cost of any inspection and/or testing,will be the responsibility of the Contractor.
ARTICLE 14: 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
e. Product/Service dollar amount
£ HGACBuy Order Processing Charge amount
ARTICLE 15: 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 16: 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 17: NO EXCLUDED NATION OR TERRORIST ORGANIZATION CERTIFICATION
As required by Chapter 2252 of the Texas Government Code the Contractor must certify that it is not a
company engaged in active business operations with Sudan, Iran, or a foreign terrorist organization—
specifically, any company identified on a list prepared and maintained by the Texas Comptroller under Texas
Government Code §§806.051, 807.051.or 2252.153. (A company that the U.S. Government affirmatively
declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or any federal sanctions
regime relating to a foreign terrorist organization is not subject to the contract prohibition.)
Page 4 of 8
DocuSign Envelope ID:22305DE2-173A-4B9&8BFE-7C7A64111199A
ARTICLE 18: PROHIBITION ON CONTRACTING WITH ENTITIES USING CERTAIN
TELECOMMUNICATIONS AND VIDEO SURVEILLANCE EQUIPMENT (Effective Aug. 13,2020
and as amended October 26,2020)
Pursuant to 2 CFR 200.216, Contractor shall not offer equipment, services, or system that use covered
telecommunications equipment or services as a substantial or essential component of any system,or as critical
technology as part of any system. "Covered telecommunications equipment or services means 1)
telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation(or any
subsidiary or affiliate of such entities); 2)for the purpose of public safety, security of government facilities,
physical security surveillance of critical infrastructure, and other national security purposes,video surveillance
and telecommunications equipment produced by Hytera Communications Corporation,Hangzhou Hikvision
Digital Technology Company, or Dahua Technology Company(or any subsidiary or affiliate of such entities);
3)telecommunications or video surveillance services provided by such entities or using such equipment; or 4)
telecommunications or video surveillance equipment or services produced or provided by an entity that the
Secretary of Defense,in consultation with the Director of National Intelligence or the Director of the Federal
Bureau of Investigation,reasonably believes to be an entity owned or controlled by,or otherwise connected to,
the government of a covered foreign country.
Contractor must comply with requirements for certifications. The provision at 48 C.F.R Section 52.204-26
requires that Contractors review SAM prior to completing their required representations.This rule applies to all
acquisitions,including acquisitions at or below the simplified acquisition threshold and to acquisitions of
commercial items,including commercially available off the-shelf items.
ARTICLE 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.
ARTICLE 20:BUY AMERICA REQUIREMENT(Auulies only to Federallv Funded Highway and Transit
Pro'ects
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 313,23 C.F.R. Section 635.410,as amended, and the Steel
and Iron Preference provisions of Texas Transportation Code Section 223.045,to the extent applicable.
Contractor agrees to provide all certifications required by Customer 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.
ARTICLE 21: DOMESTIC PREFERENCE
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DocuSign Envelope ID:22305DE2-173A4B98-8BFE-7C7A64111199A
In accordance with 2 CFR 200.322,as appropriate and to the extent consistent with law,a Customer using
federal grant award funds should,to the greatest extent practicable,provide a preference for the purchase,
acquisition,or use of goods,products,or materials produced in the United States (including but not limited to
iron,aluminum,steel,cement,and other manufactured products). The Customer 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,the it shall work with the
Customer to provide all required certifications and other documentation needed to show compliance.
ARTICLE 22: 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
Agreement and will not be discriminated against on the grounds of race,color,or national origin in
consideration for an award.
ARTICLE 23: 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 11375,"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 24: 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.
7401-7671q)and the Federal Water Pollution Control Act as amended(33 U.S.C. 1251-1387). Violations must
be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency
(EPA).
Pursuant to the Federal Rule above,Contractor certifies that it is in compliance with all applicable provisions of
the Clean Air Act(42 U.S.C. 7401-7671q)and the Federal Water Pollution Control Act as amended(33 U.S.C.
1251-1387)and will remain in compliance during the term ofthe Contract.
ARTICLE 25: PREVAILING WAGE
Contractor and any potential subcontractors have a duty to and shall pay the prevailing wage rate under the
Davis-Bacon Act, 40 U.S.C. 276a—276a-5,as amended,and the regulations adopted thereunder contained in 29
C.F.R.pt. 1 and 5.
ARTICLE 26: 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,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
Page 6 of 8
DocuSign Envelope ID:22305DE2-173A-4B98-8BFE-7C7A64111199A
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 27: PROFIT AS A SEPARATE ELEMENT OF PRICE
For purchases using federal funds in excess of,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.
ARTICLE 28: 13YRD ANTI-LOBBYING AMENDMENT
Byrd Anti-Lobbying Amendment(31U.S.C. 1352)—Contractors that apply or bid for an award exceeding,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(31 USC 13 52).Contractor certifies that it is currently in
compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment(31 U.S.C. 1352)and will
continue to be in compliance throughout the term of the Contract and further certifies that:
1. No Federal appropriated funds have been paid or will be paid by or on behalf of the Contractor,to any
person for influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of Congress,or an employee of a Member of Congress in connection
with the awarding of a Federal contract,the making of a Federal Grant,the making of a Federal Loan,the
entering into a cooperative agreement, and the extension,continuation,renewal,amendment,or
modification of a Federal contract,grant, loan, or cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for
influencing, or attempting to influence,an officer or employee of a Member of Congress in connection
with a Federal contract,grant, loan, or cooperative agreement, Contractor shall complete and submit
Standard Form—LLL,"Disclosure Form to Report Lobbying",in accordance with its instructions.
3. Contractor shall require that the language of this certification be included in the award documents for all
subawards at all tiers(including subcontracts, subgrants,and contracts under grants,loans,and
cooperative agreements)and that all subcontractors shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was
made or entered into. Submission of this certificate is a prerequisite for making or entering into this transaction
imposed by Section 1352,title 31,U.S. Code.Any person who fails to file the required certification shall be
subject to a civil penalty of not less than,000 and not more than,000 for each such failure.
Page 7 of 8
DocuSign Envelope ID:22305DE2-173A4B9&8BFE-7C7A64111199A
ARTICLE 29: COMPLIANCE WITH EPA REGULATIONS APPLICABLE TO GRANTS,
SUBGRANTS,COOPERATIVE AGREEMENTS,AND CONTRACTS
Contractor certifies compliance with all applicable standards,orders,regulations,and/or requirements issued
pursuant to the Clean Air Act of 1970,as amended(42 U.S.C. 1857(h)), Section 508 of the Clean Water Act,as
amended(13 U.S.C. 1368),Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR
Part 15.
ARTICLE 30: COMPLIANCE WITH ENERGY POLICY AND CONSERVATION ACT
Contractor certifies that Contractor will be in compliance with mandatory standards and policies relating to
energy efficiency which are contained in the state energy conservation plan issued in compliance with the
Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871).
Page 8 of 8
EF04-21:Law Enforcement Speed Detection&Video Equipment I HGACBuy Pagel of 3 H"CBuy
SINL 50[VlION
0
Law Enforcement Speed Detection & Video Equipment
Contract Information
Contract Number Effective Dates
EF04-21 04/01/2021-03/3112023
Contract Details
Speed Detection Instruments/Systems(Fixed vehicle-mounted detectors and hand-held designs),
Unmanned Speed Radar Displays(Free standing signs and trailers);In-Vehicle Video Recording
Systems.
Mew Contacts (Icontractslcontact-ir l r �1,n=,r I; ;��. IdEtlllldvcur
Return to Products &Services (Iproducts-and-services?contractid=119
All Products
Search Products S
Dewriptlon Code Manufacturer Price Discount
Body Wpm Video Eyewitness Vantage Pricing EF21 B26 Kustom Signals,Inc. 42%
CatalooEffective 12/07/2020 Uproducts-and-
servi ces/view-prod ucl?orod uoti d=3 0310)
https://www.hgaebay.org/products-and-soMees/view contract?oontmetid=119 4=021
EF04-21:Law Enforcement Speed Detection&Video Equipment I HGACBuy Page 2 of 3
Coban Body Worn Cameras Pricing Catalog EF21 B4 COBAN 18%
Effective 12/07/2020([products-and- Technologies,Inc.
services/view-prod uct?p rod uctid=30295)
Coban In Car Video Pricing Catalog Effective EF21 B5 COBAN 20%
12/07/2020(/products-and-services/view- Technologies,Inc.
prod uct?productid=30296)
Directional Talon Traffic Safety Radar Pricing EF21Al2 Kustom Signals,Inc. 43%
Catalog Effective 12/07/2020(/products-and-
services/view-prod uct?p rod uctid=30304)
Eagle 3 RADAR Series Traffic Safety Radar Pricing EF21A15 Kustom Signals,Inc. 45%
Catalog Effective 12/07/2020((products-and-
services/view rop duct?productid=303071
Eagle II Radar Series Traffic Safety Radar Pricing EF21AB Kustom Signals,Inc. 40%
Catalog Effective 12/07/2020(/products-and-
services/view-prod uct?p rod uctid=30300)
Eyewitness Data Vault Pricing Catalog Effective EF21 B27 Kustom Signals,Inc. 42%
12/07/2020(/products-and-services/view-
product?productid=30311)
Eyewitness HD In-Car Video System Bundled EF21 B29 Kustom Signals,Inc. 28%
Package Pricing Catalog Effective 12/07/2020
(/products-and-services/view-product?
productid=303131
Falcon HR Traffic Safety Radar Pricing Catalog EF21A9 Kustom Signals,Inc. 43%
Effective 12/07/2020(/products-and-
services/view-product?p rod uctid=30301)
LaserCam 4 Diaital Video Laser Pricina Catalog EF21 B28 Kustom Signals,Inc. 45%
Effective 12/07/2020(Lproducts-and-
services/view rop duct?productid=30312)
Pole Mounted Display PMD 18 Pricing Catalog EF21A10 Kustom Signals,Inc. 42%
Effective 12/07/2020(/products-and-
services/view-prod uct?p rod uctid=30302)
Portable Pole Mounted Display 10&12 Pricing EF21A16 Kustom Signals,Inc. 45%
Catalog Effective 12/07/2020((products-and-
services/view-prod uct?p rod uctid=30308)
Prol-aser 4 Traffic Safety Radar&LIDAR Pricing EF21A17 Kustom Signals,Inc. 45%
Catalog Effective 12/07/2020((products-and-
services/view-prod uct?p rod uctid=30309)
https://www.hgacbuy.org/products-and-services/view-contract?contractid=119 4/22/2021
EF04-21:Law Enforcement Speed Detection&Video Equipment I HGACBuy Page 3 of 3
Raptor Safety Radar Traffic Safety Radar Pricing EF21A11 Kustom Signals,Inc. 43%
Catalog Effective 12/07/2020(/products-and-
services/view-prod uct?p rod uctid=30303)
SMART Radar Speed Trailer Pricing Catalog EF21A13 Kustom Signals,Inc. 46%
Effective 12/07/2020([products-and-
services/view- rop duct?productid=303051
Stalker Car Video Equipment Pricing Catalog EF21 B39 UltraLyte 9%
Effective 12/07/2020([products-and-
services/view-prod uct?p rod uctid=30294)
Stalker Dash Mount Law Enforcement Radar EF21A35 Applied Concepts, 9%
Pricing Catalog Effective 12/07/2020([products- Inc dba Stalker
and-services/view- rod duct?productid=302911 Radar
Stalker Hand Held Law Enforcement Pricing EF21A36 Applied Concepts, 9%
Catalog Effective 12/07/2020(/products-and- Inc dba Stalker
services/view-product?p rod uctid=30292) Radar
Stalker Speed,Message,Traffic Statistic Pricing EF21A37 Applied Concepts, 9%
Catalog Effective 12/07/2020((products-and- Inc dba Stalker
services/view-prod uct?p rod uctid=3 0293) Radar
Variable Message Sign Trailer Pricing Catalog EF21A14 Kustom Signals,Inc. 45%
Effective 12/07/2020([products-and-
services/view-prod uct?p rod uctid=30306)
WatchGuard Video Body Worn Camera Pricina EF21 B42 WatchGuard Video 20%
Catalog Effective 12/07/2020((products-and-
services/view-prod uct?p rod uctid=30359)
WatchGuard Video Digital Video System Pricing EF21 B43 WatchGuard Video 20%
Catalog Effective 12/07/2020(/products-and-
services/view-prod uct?p rod uctid=30360)
WatchGuard Video Evidence Management Pricina EF21 C24 WatchGuard Video 20%
Catalog Effective 12/07/2020((products-and-
services/view-product?p rod uctid=30361)
WatchGuard Video Interview Room System Pricing EF21 C25 WatchGuard Video 20%
Catalog Effective 12/07/2020(/products-and-
services/view-prod uct?p rod uctid=30362)
https://www.hgacbuy.org/products-and-services/view-contract?contractid=119 4/22/2021
DocuSign Envelope ID:22305DE2-173A-4B98-8BFE-7CM64111BQA
Attachment A
Kustom Signals Inc.
Law Enforcement Speed Detection&Video Equipment
Contract No.:EF04-21
H-GAC
Product Percentage Discount off
Retail
Code Item Deaeriotion
EF21AS Eagle II Radar Series Traffic Safety Radar Pricing Catalog Effective 12/07/2020 409/6
EF21A9 Falcon HR Traffic Safety Radar Pricing Catalog Effccuvc 12/07/2020 43%
EF21A10 Pole Mounted Display PMD 18 Pricing Catalog Effective 12/07/2020 42%
EF21AI I lRaptor Safety Radar Traffic Safety Radar Pricing Catalog Effective 12/07/2020 43%
EF21Al2 Directional Talon T mMc Safety Radar Pricing Catalog Effective 12/07/2020 43%
EF21A13 SMART Radar Speed Trailer Pricing Catalog Effective 12/07/2020 46%
EF21A14 Variable Message Sign Trailer Pricing Catalog Effective 12/07/2020 45%
EF21A15 Eagle 3 RADAR Series Traffic Safety Radar Pricing Catalog Effective 12/07/2020 45%
EF21A16 Portable Polc Mounted Display 10&12 Pricing Catalog Effective 12/07/2020 45%
F.F21A17 Prolmor 4 Traffic Safety Radar&LIDAR Pricing Catalog Pffwtive 12/072020 45%
EF21B26 Body Wom Video Eyewitness Vantage Pricing CatalogEffective 12/072020 42%
EF21B27 Eyewitness Data Vault Pricing Catalog Effective 12/072020 421/6
EF21B28 LaserCam 4 Digital Video Laser Pricing Catalog Effective 12/072020 45%
EF2IR29 Eyewitness HD In-Car Video System Bundled Package Pricing Catalog Effective 12/072020 28%
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