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HomeMy WebLinkAbout065592 - General - Contract - Siddons-Martin Rescue Group, LLCOFFICIAL RECORD CSC NO. 65592 CITY SECRETARY FORT WORTH FT. WORTH, TX CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Siddons- Martin Rescue Group, LLC ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality. This Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Non -Exclusive Cooperative Purchase Agreement; 2. Exhibit A — Seller's Discount Schedule; 3. Exhibit B — Houston -Galveston Area Council (H-GAC) Contract No. EE11-24; and 4. Exhibit C — Conflict of Interest Questionnaire Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the provisions of this Agreement. Total payment made under this Agreement for the first year by City shall not exceed One Million Dollars ($1,000,000.00). Further, Vendor recognizes that the amount stated above is the total amount of funds available, collectively, for any Vendor that enters into an agreement with the City under the relevant M&C or cooperative agreement and that once the full amount has been exhausted, whether individually or collectively, funds have therefore been exhausted under this Agreement as well. Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The Parties will engage in multiple transactions to purchase goods and/or services under this Agreement. For each purchase made pursuant to this Agreement, Vendor must supply a quote for the subject goods and/or services, and the quote must conform with the then -current pricing under the underlying cooperative agreement. If the City accepts the quote and places an order for the goods and/or services, that quote shall be considered as an addendum to this agreement but is not required to be filed in the City records. The Parties will maintain all quotes for the 3- year Audit period included herein. The term of this Agreement is effective beginning on the date signed by the Assistant City Manager and ending on October 31, 2026. The City shall be able to renew this agreement for three (3) one-year renewal options by written agreement of the parties, so long as the underlying cooperative is also renewed. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, 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 Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 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 CITY: City of Fort Worth Attn: William Johnson, Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To VENDOR: Siddons-Martin Rescue Group, LLC Jeffrey Doran, Director — Procurement Contracts Address: 1362 East Richey Houston, TX 77073 Email: jdoran@siddons-martin.com Phone: (281) 543-7031 City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. The Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. To the extent the Agreement, in any way, limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City 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" has the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: By: Y Name: William Johnson Title: Assistant City Manager Date: 07/30/2026 APPROVAL RECOMMENDED: 10 VIA Name: Raymond Hill Title: Interim Fire Chief CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Name: Brenda Ray Title: Purchasing Manager APPROVED AS TO FORM AND LEGALITY: Q�FORT�� By: ATTEST: p j°, �oMR-P P0o -4n""0�0 Name: Amama Muhammad Title: Assistant City Attorney daan�X6g4gq CONTRACT AUTHORIZATION: By: M&C: 26-0522 Name: Jannette Goodall Date Approved: June 23, 2026 Title: City Secretary VENDOR: Siddons-Martin Rescue Group, LLC //. Title: Director — Procurement Contracts Date: July 27, 2026 1295 Form: 2026-1468382 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Docusign Envelope ID: EA4D9790-70A1-4C6E-89A3-6957C4F66B17 EXHIBIT A Attachment A Siddons-Martin Emergency Group, LLC Emergency Medical, Safety, and Rescue Equipment Contract No.: EE11-24 Manufacturer Item Description HGACBuy Discount 343 Fire Medical Equipment 5% Junkin Safety Patient Handling & First Aid 15% Lightning X Medical Supplies & First Aid 5% Line2 Design First Aid & Medical Equipment 5% PMI Rescue Equipment 5% Matrix HenrySchein Medical Equipment & Supplies 5% R&B Fabrications Medical Supplies & Equipment 5% 343 Fire Safety Vest 10% Accurate Law Enforcement Team Wendy Helmets 5% Black Diamond Boots 5% Boston Leather Belts, Suspenders, Radio Holders 5% Bullard Helmets 10% CMC Boots, Gloves, Helmets, & E ewear 10% Drae er Helmets 10% Dragon Fire Gloves 5% Ergodyne Gloves, Safety Vest, Safety Glasses, & Hard Hats 5% Fire Dex Turnout Gear, Gloves, Boots, & Hoods 42% Firenin'a Safety Vest, E ewear, & Hearing Protection 10% Genitor Harnesses, & Ladder/Escape Belts 15% Groves Ready Rack PPE Waher / Dryer & Decon Products 5% Haix Boots 5% HexArmor Gloves, Helmets, Hearing Protection, E ewear, & Body Protection 5% Husky Portable Containment Decon Shower & Pools 15% Lakeland Chemical Suits, Hand & Arm Protection, Safety Vest/Coats 5% Line2 Design Safety Vest 5% Majestic Hoods & Gloves 5% Pac Mule Belts / JL2 Inc Hamess/Personal Safety Belt 5% Peco Sales / Forestry Supplier Helmets, Safety Vest, & Boots 5% Phenix Helmets 5% PMI Rope Gloves, & Helmets 5% Portwest Safety Vest/Coats, Gloves, Eye/Ear Protection, Gloves, & Boots 5% R&B Fabrications Safety Vest $5 Rit Safety Harnesses, Escape Belts, & Personal Search Lines 5% SC Products Decon Products 5% Sensit / FireCraft Gloves 5% Shelby Gloves 5% Task Force Tips (TFT) Gross Decon 25% True North Wildland Gear & Equipment 5% Vanguard Gloves 5% 343 Fire Escape Bags, Hose Straps, & Ladder Boots 5% Ajax Rescue Tools Air Hammers 5% ADH Fire Equipment Services Inc Foam 10% Akron Nozzles, Monitors, Valves, & Lighting 5% Alco-lite Sam Carbis Ladders 5% Amkus DeWalt Rescue Tools & PPV Fans 3% Arctic Compressor Air Compressor 5% B&B Fire Nozzles, Valves, 20% Blue Mountain / Sthil Dealer Stihl Rescue Tools 15% Buckeye Fire Equipment Extinguishers 5% Bullard Thermal Imagers 5% BullDog Hose Fire Hose & Couplings 5% Chernguard Foam 5% C&S Supply Nozzles, Foam Products, Wildland Equipment, & Adapters 20% CMC Water Rescue, Rope Rescue, & Confined Space Rescue Equipment 10% Command Light Portable Lights 5% Drae er SCBA's & Gas Detection 10% Duo Safety Ladder Ladders 5% Elkhart Nozzles, Monitors, & Valves 20% Fire Hooks Unlimited Fire Tools, Hydra Ram, & Rescue Tools 5% Firetech by HiViz LED Lighting Light Towers and all Hi -Viz lighting roducts 5% FireBull Enforcer Foam 5% Docusign Envelope ID: EA4D9790-70A1-4C6E-89A3-6957C4F66B17 Attachment A Siddons-Martin Emergency Group, LLC Emergency Medical, Safety, and Rescue Equipment Contract No.: EE11-24 Flarnefighter Hose Testers, Fire Extinguisher Cabinets, Pike Poles, & SCBA Brackets 5% Fol-Da-Tank Portable Tanks, & Strainers 5% Fox Manufacturing / Glas Master Glass Removal Tool 5% Great Wall of Rescue / Dunrite Grain Bin Rescue 5% Groves Ready Rack Multi -Purpose Storage System & Hose winder 5% Harrington Gate Valve, Hydrant Valves, & Intake Valves 5% Holmatro Rescue Tools 5% Husky Portable Containment Folding Frame Tanks, Bladder Tanks, & Containment Tanks 5% Key Fire Hose Fire Hose 40% Kochek Nozzles, Adapters, Plugs, Spanners, Elbows, & Caps 20% Kuri ama Fire Hose Nozzles, & Hoses 5% Leatherhead Tools Fire Tools 5% Little Giant Ladders 10% Makita Rescue Tools & Portable Lights 5% National Foam Foam 5% North American Fire Hose Fire Hose 5% Nu la Hand Tools 5% Performance Advantage Tool Mounts, Brackets, & Bottle Holders 5% Perimeter Solutions Foam 5% Pi Lit Landing Zone Lights & Road Flare 5% Peco Sales / Forestry Supplier Wildland Tools 5% Poly Tech Rescue Tool Mounting Brackets 5% PMl Rescue Rope, Personal Flotation Device, & Water Rescue Equipment 5% Power Hawk Auto Crib It 5% RamFan Smoke Ejectors, Confined Space Fans, & PPV 5% Red Head Brass Couplings, Ada ters, Valves, Nozzles & Fire Equipment 5% Rescue Tech Ascenders, Escape Kits, Confined Space Rescue & Rescue Equipment 5% Rhyno Windshield Cutter 5% S&H Products Nozzles, Wes, Gated Valves, & Shut Off Valves 5% SCBAS Breathing Air System 5% Scott 3M SCBA Personal Breathing System 5% Scotty Firefighter Nozzles, Wrenches, Adapters, & Backpacks 5% Sensible Products Mounting Systems 10% Sensit / FireCraft Gas Detectors 0% Siddons-Martin Poly Product Tool Mounts 20% Snap Tire / Fire Quip Hose Fire Hose 5% Streamli ht Portable Lights 5% South Park Brass Adapters, Valves, Caps, Elbows, Hose Equipment, SCBA Bracket / Straps, & Wrenches 5% Super Vac Positive Pressure, Confined Space, & Smoke Ejector Fans 15% Task Force Tips (TFT) Adapters, Valves, Caps, Elbows, Flow Meters, Eductors, & Gated W es 25% Team Equipment FUR Imagers, & Rescue Saws 8% Teled e/Detcon Portable Gas & Flame Detection 5% Tempest Blowers, Fans, Fire Blankets, Thermal Imagers, & Foam Equipment 5% Tractel Lifting / Hoisting Equipment 5% Trident Emergency Products Elbows, Adapter, Fittings, & Valves 20% Turtle Plastics Cribbing, Blocking, & Grain Bin Rescue 5% U.S. Coupling Equipment, Hose, & Couplings 5% WaterAx Pumps, associated products 5% Whelen All lighting Products 5% Yates Rope Rescue, Confined Space, Harnesses, & Lanyards 5% Zephyr Industries Wrenches, Tool Mounts, & Wheel Chocks 5% Ziamatic Corp Brackets, Bags, Tarps, & SCBA Storage 5% Docusign Envelope ID: EA4D9790-70A1-4C6E-89A3-6957C4F66B17 EXHIBIT B H-GAC Houston -Galveston Area Council P.O. Box 22777 • 3555 Timmons • Houston, Texas 77227-2777 Cooperative Agreement - Contract - Siddons Martin Emergency Group LLC - Public Services - ID: 13453 - EE 11-24 MASTER GENERAL PROVISIONS This Master Agreement is made and entered into, by and between the Houston -Galveston Area Council hereinafter referred to as H-GAC having its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027 and Siddons Martin Emergency Group LLC, hereinafter referred to as the Contractor, having its principal place of business at 1362 E Richey Road, Houston, TX 77073. WITNESSETH: WHEREAS, H-GAC hereby engages the Contractor to perform certain services in accordance with the specifications of the Master Agreement; and WHEREAS, the Contractor has agreed to perform such services in accordance with the specifications of the Master Agreement; NOW, THEREFORE, H-GAC and the Contractor do hereby agree as follows: ARTICLE 1: LEGAL AUTHORITY The Contractor warrants and assures H-GAC that it possesses adequate legal authority to enter into this Master Agreement. The Contractor's governing body, where applicable, has authorized the signatory official(s) to enter into this Master Agreement and bind the Contractor to the terms of this Master Agreement and any subsequent amendments hereto. ARTICLE 2: APPLICABLE LAWS The Contractor agrees to conduct all activities under this Master Agreement in accordance with all federal laws, executive orders, policies, procedures, applicable rules, regulations, directives, standards, ordinances, and laws, in effect or promulgated during the term of this Master Agreement, including without limitation, workers' compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When required, the Contractor shall furnish H-GAC with satisfactory proof of its compliance therewith. ARTICLE 3: PUBLIC INFORMATION Except as stated below, all materials submitted to H-GAC, including any attachments, appendices, or other information submitted as a part of a submission or Master Agreement, are considered public information, and become the property of H-GAC upon submission and may be reprinted, published, or distributed in any manner by H-GAC according to open records laws, requirements of the US Department of Labor and the State of Texas, and H-GAC policies and procedures. In the event the Contractor wishes to claim portions of the response are not subject to the Texas Public Information Act, it shall so; however, the determination of the Texas Attorney General as to whether such information must be disclosed upon a public request shall be binding on the Contractor. H-GAC will request such a determination only if Contractor bears all costs for preparation of the submission. H-GAC is not responsible for the return of creative examples of work submitted. H-GAC will not be held accountable if material from submissions is obtained without the written consent of the contractor by parties other than H-GAC, at any time during the evaluation process. ARTICLE 4: INDEPENDENT CONTRACTOR The execution of this Master Agreement and the rendering of services prescribed by this Master Agreement do not change the independent status of H-GAC or the Contractor. No provision of this Master Agreement or act of H- GAC in performance of the Master Agreement shall be construed as making the Contractor the agent, servant, or Page 1 of 13 Docusign Envelope ID: EA4D9790-70A1-4C6E-89A3-6957C4F66B17 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 times during the term of the Contract neither it nor its principals will be debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency or by the State of Texas Respondent shall immediately provide the written notice to H-GAC if at any time the Respondent learns that this certification was erroneous when submitted or has become erroneous by reason of changed circumstances. H-GAC may rely upon a certification of the Respondent that the Respondent is not debarred, suspended, ineligible, or voluntarily excluded from the covered contract, unless the H-GAC knows the certification is erroneous. ARTICLE 7: GOAL FOR CONTRACTING WITH SMALL AND MINORITY BUSINESSES, WOMEN'S BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS (if subcontracts are to be let) H-GAC's goal is to assure that small and minority businesses, women's business enterprises, and labor surplus area firms are used when possible in providing services under a contract. In accordance with federal procurements requirements of 2 CFR §200.321, if subcontracts are to be let, the prime contractor must take the affirmative steps listed below: 1. Placing qualified small and minority businesses and women's business enterprises on solicitation lists; 2. Assuring that small and minority businesses and women's business enterprises are solicited whenever they are potential sources; 3. Dividing total requirements, when economically feasible, into smaller task or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; 4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; 5. Using the services and assistance as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. 6. Nothing in this provision will be construed to require the utilization of any firm that is either unqualified or unavailable. The Small Business Administration (SBA) is the primary reference and database for information on requirements related to Federal Subcontracting https://www.sba.gov/federal-contracting/contracting_Ruide/prime- subcontractina 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 Page 2 of 13 Docusign Envelope ID: EA4D9790-70A1-4C6E-89A3-6957C4F66B17 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 Master Agreement. ARTICLE 9: PERFORMANCE PERIOD This Master Agreement shall be performed during the period which begins Nov 01 2024 and ends Oct 31 2028. All services under this Master Agreement must be rendered within this performance period, unless directly specified under a written change or extension provisioned under Article 21, which shall be fully executed by both parties to this Master Agreement. ARTICLE 10: PAYMENT OR FUNDING Payment provisions under this Master Agreement are outlined in the Special Provisions. H-GAC will not pay for any expenses incurred prior to the execution date of a contract, or any expenses incurred after the termination date of the contract. ARTICLE 11: PAYMENT FOR WORK The H-GAC Customer is responsible for making payment to the Contractor upon delivery and acceptance of the goods or completion of the services and submission of the subsequent invoice. ARTICLE 12: PAYMENT TERMS/PRE-PAYMENT/QUANTITY DISCOUNTS If discounts for accelerated payment, pre -payment, progress payment, or quantity discounts are offered, they must be clearly indicated in the Contractor's submission prior to contract award. The applicability or acceptance of these terms is at the discretion of the Customer. ARTICLE 13: REPORTING REQUIREMENTS If the Contractor fails to submit to H-GAC in a timely and satisfactory manner any report required by this Master Agreement, or otherwise fails to satisfactorily render performances hereunder, H-GAC may terminate this Master Agreement with notice as identified in Article 29 of these General Provisions. H-GAC has final determination of the adequacy of performance and reporting by Contractor. Termination of this Master Agreement for failure to perform may affect Contractor's ability to participate in future opportunities with H-GAC. The Contractor's failure to timely submit any report may also be considered cause for termination of this Master Agreement. Any additional reporting requirements shall be set forth in the Special Provisions of this Master Agreement. ARTICLE 14: INSURANCE Contractor shall maintain insurance coverage for work performed or services rendered under this Master Agreement as outlined and defined in the attached Special Provisions. ARTICLE 15: SUBCONTRACTS AND ASSIGNMENTS Except as may be set forth in the Special Provisions, the Contractor agrees not to assign, transfer, convey, sublet, or otherwise dispose of this Master Agreement or any right, title, obligation, or interest it may have therein to any third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Master Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor's subcontractors, with any laws or regulations. ARTICLE 16: AUDIT Notwithstanding any other audit requirement, H-GAC reserves the right to conduct or cause to be conducted an independent audit of any transaction under this Master Agreement, such audit may be performed by the H-GAC local government audit staff, a certified public accountant firm, or other auditors designated by H-GAC and will be conducted in accordance with applicable professional standards and practices. The Contractor understands and Page 3 of 13 Docusign Envelope ID: EA4D9790-70A1-4C6E-89A3-6957C4F66B17 agrees that the Contractor shall be liable to the H-GAC for any findings that result in monetary obligations to H- GAC. ARTICLE 17: TAX EXEMPT STATUS H-GAC and Customer members are either units of government or qualified non-profit agencies, and are generally exempt from Federal and State sales, excise or use taxes. Respondent must not include taxes in its Response.. It is the responsibility of Contractor to determine the applicability of any taxes to an order and act accordingly. Exemption certificates will be provided upon request. ARTICLE 18: EXAMINATION OF RECORDS The Contractor shall maintain during the course of the work complete and accurate records of all of the Contractor's costs and documentation of items which are chargeable to H-GAC under this Master Agreement. H- GAC, through its staff or designated public accounting firm, the State of Texas, and United States Government, shall have the right at any reasonable time to inspect, copy and audit those records on or off the premises by authorized representatives of its own or any public accounting firm selected by H-GAC. The right of access to records is not limited to the required retention period, but shall last as long as the records are retained. Failure to provide access to records may be cause for termination of the Master Agreement. The records to be thus maintained and retained by the Contractor shall include (without limitation): (1) personnel and payroll records, including social security numbers and labor classifications, accounting for total time distribution of the Contractor's employees working full or part time on the work, as well as cancelled payroll checks, signed receipts for payroll payments in cash, or other evidence of disbursement of payroll payments; (2) invoices for purchases, receiving and issuing documents, and all other unit inventory records for the Contractor's stocks or capital items; and (3) paid invoices and cancelled checks for materials purchased and for subcontractors' and any other third parties' charges. Contractor agrees that H-GAC will have the right, with reasonable notice, to inspect its records pertaining to purchase orders processed and the accuracy of the fees payable to H-GAC. The Contractor further agrees that the examination of records outlined in this article shall be included in all subcontractor or third -party Master Agreements. ARTICLE 19: RETENTION OF RECORDS The Contractor and its subcontractors shall maintain all records pertinent to this Master Agreement, and all other financial, statistical, property, participant records, and supporting documentation for a period of no less than seven (7) years from the later of the date of acceptance of the final payment or until all audit findings have been resolved. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the retention period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the seven (7) years, whichever is later, and until any outstanding litigation, audit, or claim has been fully resolved. ARTICLE 20: DISTRIBUTORS, VENDORS, RESELLERS Contractor agrees and acknowledges that any such designations of distributors, vendors, resellers or the like are for the convenience of the Contractor only and the awarded Contractor will remain responsible and liable for all obligations under the Contract and the performance of any designated distributor, vendor, reseller, etc. Contractor is also responsible for receiving and processing any Customer purchase order in accordance with the Contract and forwarding of the Purchase Order to the designated distributor, vendor, reseller, etc. to complete the sale or service. H-GAC reserves the right to reject any entity acting on the Contractor's behalf or refuse to add entities after a contract is awarded. ARTICLE 21: CHANGE ORDERS AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Master Agreement, which are required by changes in federal or state law or by regulations, are automatically incorporated without written amendment hereto, and shall become effective on the date designated by such law or by regulation. B. To ensure the legal and effective performance of this Master Agreement, both parties agree that any amendment that affects the performance under this Master Agreement must be mutually agreed upon and Page 4 of 13 Docusign Envelope ID: EA4D9790-70A1-4C6E-89A3-6957C4F66B17 that all such amendments must be in writing. After a period of no less than 30 days subsequent to written notice, unless sooner implementation is required by law, such amendments shall have the effect of qualifying the terms of this Master Agreement and shall be binding upon the parties as if written herein. C. Customers have the right to issue a change order to any purchase orders issued to the Contractor for the purposes of clarification or inclusion of additional specifications, qualifications, conditions, etc. The change order must be in writing and agreed upon by Contractor and the Customer agency prior to issuance of any Change Order. A copy of the Change Order must be provided by the Contractor to, and acknowledged by, H-GAC. ARTICLE 22: CONTRACT ITEM CHANGES A. If a manufacturer discontinues a contracted item, that item will automatically be considered deleted from the contract with no penalty to Contractor. However, H-GAC may at its sole discretion elect to make a contract award to the next lowest Respondent for the item, or take any other action deemed by H-GAC, at its sole discretion, to be in the best interests of its Customers. B. If a manufacturer makes any kind of change in a contracted item which affects the contract price, Contractor must advise H-GAC of the details. H-GAC may allow or reject the change at its sole discretion. If the change is rejected, H-GAC will remove the item from its program and there will be no penalty to Contractor. However, H- GAC may at its sole discretion elect to make a contract award to the next lowest Respondent for the item, or take any other action deemed by H-GAC, at its sole discretion, to be in the best interests of its Customers. C. If a manufacturer makes any change in a contracted item which does not affect the contract price, Contractor shall advise H-GAC of the details. If the 'new' item is equal to or better than the originally contracted item, the 'new' item shall be approved as a replacement. If the change is rejected H-GAC will remove the item from its program and there will be no penalty to Contractor. However, H-GAC may at its sole discretion elect to make a contract award to the next lowest Respondent for the item or may take any other action deemed by H-GAC at its sole discretion, to be in the best interests of its Customers. D. In the case of specifically identified catalogs or price sheets which have been contracted as base bid items or as published options, routine published changes to products and pricing will be automatically incorporated into the contract. However, Contractor must still provide written notice and an explanation of the changes to products and pricing. H-GAC will respond with written approval. ARTICLE 23: CONTRACT PRICE ADJUSTMENTS Price Decreases If Contractor's Direct Cost decreases at any time during the full term of this award, Contractor must immediately pass the decrease on to H-GAC and lower its prices by the amount of the decrease in Direct Cost. (Direct Cost means Contractor's cost from the manufacturer of any item or if Contractor is the manufacturer, the cost of raw materials required to manufacture the item, plus costs of transportation from manufacturer to Contractor and Contractor to H-GAC. Contractor must notify H-GAC of price decreases in the same way as for price increases set out below. The price decrease shall become effective upon H-GAC's receipt of Contractor's notice. If Contractor routinely offers discounted contract pricing, H-GAC may request Contractor accept amended contract pricing equivalent to the routinely discounted pricing. Price Increase Contractors may request a price increase for items priced as Base Bid items and Published Options. The amount of any increase will not exceed actual documented increase in Contractor's Direct Cost and will not exceed 10% of the previous bid price. Considerations on the percentage limit will be given if the price increase is the result of increased tariff charges or other governmental actions, or other economic factors. Manufacturer price/contract changes involving the sale of motor vehicles will be considered and may be allowed during the entire contract Page 5 of 13 Docusign Envelope ID: EA4D9790-70A1-4C6E-89A3-6957C4F66B17 period subject to submission and verification of the proper documentation required for a contract change as referenced in this section. Price Changes Any permanent increase or decrease in offered pricing for a base contract item or published option is considered a price change. Temporary increases in pricing by whatever name (e.g., `surcharge', `adjustment', `equalization charge', `compliance charge', `recovery charge', etc.), are also considered to be price changes. For published catalogs and price sheets as part of an H-GAC contract, requests to amend the contract to reflect any new published catalog or price sheet must be submitted whenever the manufacturer publishes a new document. The request must include the new catalog or price sheet. All Products shall, at time of sale, be equipped as required under any then current applicable local, state, and federal government requirements. If, during any contract, changes are made to any government requirements which cause a manufacturer's costs of production to increase, Contractor may increase pricing to the extent of Contractor's actual cost increase. The increase must be substantiated with support documentation acceptable to H-GAC prior to taking effect. Modifications to a Product required to comply with such requirements which become effective after the date of any sale are the responsibility of the Customer. Requesting Price Increase/Required Documentation Contractor must submit a written overview of changes requested and reasons for the request, stating the amount of the increase, along with an itemized list of any increased prices, showing the Contractor's current price, revised price, the actual dollar difference and the percentage of the price increase by line item. Price change requests must be supported with substantive documentation (e.g., notices from suppliers and manufacturers of pricing changes in products, components, transportation, raw materials or commodities, and/or product availability, copies of invoices from suppliers, etc.) clearly showing that Contractor's actual costs have increased per the applicable line -item bid. The Producer Price Index (PPI) may be used as partial justification, subject to approval by H-GAC, but no price increase based solely on an increase in the PPI will be allowed. This documentation should be submitted in Excel format to facilitate analysis and updating of the website. The letter and documentation must be sent to Lead Program Coordinator, james.glover2h-aac.com. Review/Approval of Requests If H-GAC approves the price increase, Contractor will be notified in writing; no price increase will be effective until Contractor receives this notice. If H-GAC does not approve Contractor's price increase, Contractor may terminate its performance upon sixty (60) days advance written notice to H-GAC, however Contractor must fulfill any outstanding Purchase Orders. Termination of performance is Contractor's only remedy if H-GAC does not approve the price increase. H-GAC reserves the right to accept or reject any price change request. ARTICLE 24: DELIVERIES AND SHIPPING TERMS The Contractor agrees to make deliveries only upon receipt of authorized Customer Purchase Order acknowledged by H-GAC. Delivery made without such Purchase Order will be at Contractor's risk and will leave H-GAC the option of canceling any contract awarded to the Contractor. The Contractor must secure and deliver any item within five (5) working days, or as agreed to on any corresponding customer Purchase. Order. Shipping must be Freight On Board Destination to the delivery location designated on the Customer purchase order. The Contractor will retain title and control of all goods until delivery is completed and the Customer has accepted the delivery. All risk of transportation and all related charges are the responsibility of the Contractor. The Customer will notify the Contractor and H-GAC promptly of any damaged goods and will assist the Contractor in arranging for inspection. The Contractor must file all claims for visible or concealed damage. Unless otherwise stated in the Master Agreement, deliveries must consist only of new and unused merchandise. ARTICLE 25: RESTOCKING (EXCHANGES AND RETURNS) There will be no restocking charge to the Customer for return or exchange of any item purchased under the terms of any award. If the Customer wishes to return items purchased under an awarded contract, the Contractor agrees to exchange, these items for other items, with no additional charge incurred. Items must be returned to Contractor within thirty (30) days from date of delivery. If there is a difference in price in the items exchanged, the Contractor must notify H-GAC and invoice Customer for increase price or provide the Customer with a credit or refund for Page 6 of 13 Docusign Envelope ID: EA4D9790-70A1-4C6E-89A3-6957C4F66B17 any decrease in price per Customer's preference. On items returned, a credit or cash refund will be issued by the Contractor to Customer. This return and exchange option will extend for thirty (30) days following the expiration of the term of the Contract. All items returned by the Customer must be unused and in the same merchantable condition as when received. Items that are special ordered may be returned only upon approval of the Contractor. ARTICLE 26: MANUALS Each product delivered under contract to any Customer must be delivered with at least one (1) copy of a safety and operating manual and any other technical or maintenance manual. The cost of the manual(s) must be included in the price for the Product offered. ARTICLE 27: OUT OF STOCK, PRODUCT RECALLS, AND DISCONTINUED PRODUCTS H-GAC does NOT purchase the products sold pursuant to a Solicitation or Master Agreement. Contractor is responsible for ensuring that notices and mailings, such as Out of Stock or Discontinued Notices, Safety Alerts, Safety Recall Notices, and customer surveys, are sent directly to the Customer with a copy sent to H-GAC. Customer will have the option of accepting any equivalent product or canceling the item from Customer's Purchase Order. Contractor is not authorized to make substitutions without prior approval. ARTICLE 28: WARRANTIES, SALES, AND SERVICE Warranties must be the manufacturer's standard and inclusive of any other warranty requirements stated in the Master Agreement; any warranties offered by a dealer will be in addition to the manufacturer's standard warranty and will not be a substitute for such. Pricing for any product must be inclusive of the standard warranty. Contractor is responsible for the execution and effectiveness of all product warranty requests and any claims, Contractor agrees to respond directly to correct warranty claims and to ensure reconciliation of warranty claims that have been assigned to a third party. ARTICLE 29: TERMINATION PROCEDURES The Contractor acknowledges that this Master Agreement may be terminated for Convenience or Default. H-GAC will not pay for any expenses incurred after the termination date of the contract. A. Convenience H-GAC may terminate this Master Agreement at any time, in whole or in part, with or without cause, whenever H-GAC determines that for any reason such termination is in the best interest of H-GAC, by providing written notice by certified mail to the Contractor. Upon receipt of notice of termination, all services hereunder of the Contractor and its employees and subcontractors shall cease to the extent specified in the notice of termination. The Contractor may cancel or terminate this Master Agreement upon submission of thirty (30) days written notice, presented to H-GAC via certified mail. The Contractor may not give notice of cancellation after it has received notice of default from H-GAC. B. Default H-GAC may, by written notice of default to the Contractor, terminate the whole or any part of the Master Agreement, in any one of the following circumstances: (1) If the Contractor fails to perform the services herein specified within the time specified herein or any extension thereof; or (2) If the Contractor fails to perform any of the other provisions of this Master Agreement for any reason whatsoever, or so fails to make progress or otherwise violates the Master Agreements that completion of services herein specified within the Master Agreement term is significantly endangered, and in either of these two instances does not cure such failure within a period of ten (10) days (or such longer period of time as may be authorized by H-GAC in writing) after receiving written notice by certified mail of default from H-GAC. (3) In the event of such termination, Contractor will notify H-GAC of any outstanding Purchase Orders and H-GAC will consult with the End User and notify the Contractor to what extent the End User wishes the Page 7 of 13 Docusign Envelope ID: EA4D9790-70A1-4C6E-89A3-6957C4F66B17 Contractor to complete the Purchase Order. If Contractor is unable to do so, Contractor may be subject to a claim for damages from H-GAC and/or the End User. ARTICLE 30: SEVERABILITY H-GAC and Contractor agree that should any provision of this Master Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Master Agreement, which shall continue in full force and effect. ARTICLE 31: FORCE MAJEURE To the extent that either party to this Master Agreement shall be wholly or partially prevented from the performance of any obligation or duty placed on such party by reason of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause reasonably beyond the 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. Determination of force majeure shall rest solely with H-GAC. ARTICLE 32: CONFLICT OF INTEREST No officer, member or employee of the Contractor or Contractors subcontractor, no member of the governing body of the Contractor, and no other public officials of the Contractor who exercise any functions or responsibilities in the review or Contractor approval of this Master Agreement, shall participate in any decision relating to this Master Agreement which affects his or her personal interest, or shall have any personal or pecuniary interest, direct or indirect, in this Master Agreement. A. Conflict of Interest Questionnaire: Chapter 176 of the Texas Local Government Code requires contractors contracting or seeking to contract with H-GAC to file a conflict -of -interest questionnaire (CIQ) if they have an employment or other business relationship with an H-GAC officer or an officer's close family member. The required questionnaire and instructions are located on the H-GAC website or at the Texas Ethics Commission website https://www.ethics.state.tx.us/forms/CIQ.pdf. H-GAC officers include its Board of Directors and Executive Director, who are listed on this website. Respondent must complete and file a CIQ with the Texas Ethics Commission if an employment or business relationship with H-GAC office or an officer's close family member as defined in the law exists. B. Certificate of Interested Parties Form — Form 1295: As required by Section 2252.908 of the Texas Government Code. H-GAC will not enter a Contract with Contractor unless (i) the Contractor submits a disclosure of interested parties form to H-GAC at the time the Contractor submits the contract H-GAC, or (ii) the Contractor is exempt from such requirement. The required form and instructions are located at the Texas Ethics Commission website hops://www.ethics.state.tx.us/whatsnew/elf_ info _form1295.htm. Respondents who are awarded a Contract must submit their Form 1295 with the signed Contract to H-GAC. ARTICLE 33: FEDERAL COMPLIANCE Contractor agrees to comply with all federal statutes relating to nondiscrimination, labor standards, and environmental compliance. With regards to "Rights to Inventions Made Under a Contract or Master Agreement," If the Federal award meets the definition of "funding Master Agreement" under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding Master Agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Master Agreements," and any implementing regulations issued by the awarding agency. Contractor agrees to be wholly compliant with the provisions of 2 CFR 200, Appendix 11. Additionally, for work to be performed under the Master Agreement or subcontract thereof, including procurement of materials or leases of equipment, Contractor shall notify each potential subcontractor or supplier of the Contractor's federal compliance obligations. These may include, but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) the Fair Labor Standards Act of 1938 (29 USC 676 et. seq.), (d) Page 8 of 13 Docusign Envelope ID: EA4D9790-70A1-4C6E-89A3-6957C4F66B17 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 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (i) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 0) any other nondiscrimination provisions in any specific statute(s) applicable to any Federal funding for this Master Agreement; (k) the requirements of any other nondiscrimination statute(s) which may apply to this Master Agreement; (1) applicable provisions of the Clean Air Act (42 U.S.C. §7401 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. § 1251 et seq.), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations at 40 CPR Part 15; (m) applicable provisions of the Davis- Bacon Act (40 U.S.C. 276a - 276a- 7), the Copeland Act (40 U.S.C. 276c), and the Contract Work Hours and Safety Standards Act (40 U.S.C. 327- 332), as set forth in Department of Labor Regulations at 20 CPR 5.5a; (n) the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94-163). ARTICLE 34: PROHIBITION ON CONTRACTING WITH ENTITIES USING CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE EQUIPMENT (EFFECTIVE AUG. 13, 2020 AND AS AMENDED OCTOBER 26, 2020) Pursuant to 2 CFR 200.216, Contractor shall not offer equipment, services, or system that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Covered telecommunications equipment or services means 1) telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); 2) for the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); 3) telecommunications or video surveillance services provided by such entities or using such equipment; or 4) telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. Respondent must comply with requirements for certifications. The provision at 48 C.F.R Section 52.204-26 requires that offerors review SAM prior to completing their required representations. This rule applies to all acquisitions, including acquisitions at or below the simplified acquisition threshold and to acquisitions of commercial items, including commercially available off the -shelf items. ARTICLE 35: DOMESTIC PREFERENCE In accordance with 2 CFR 200.322, as appropriate and to the extent consistent with law, when using federal grant award funds H-GAC should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). H-GAC must include this requirement in all subawards including all contracts and purchase orders for work or products under the federal grant award. If Contractor intends to qualify for Purchase Orders using federal grant money, then it shall work with H-GAC to provide all required certifications and other documentation needed to show compliance. ARTICLE 36: CRIMINAL PROVISIONS AND SANCTIONS The Contractor agrees to perform the Master Agreement in conformance with safeguards against fraud and abuse as set forth by the H-GAC, the State of Texas, and the acts and regulations of any related state or federal agency. The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud, abuse, or other criminal activity through the filing of a written report within twenty-four (24) hours of knowledge thereof. Contractor shall notify H-GAC of any accident or incident requiring medical attention arising from its activities under this Master Page 9 of 13 Docusign Envelope ID: EA4D9790-70A1-4C6E-89A3-6957C4F66B17 Agreement within twenty-four (24) hours of such occurrence. Theft or willful damage to property on loan to the Contractor from H-GAC, if any, shall be reported to local law enforcement agencies and H-GAC within two (2) hours of discovery of any such act. The Contractor further agrees to cooperate fully with H-GAC, local law enforcement agencies, the State of Texas, the Federal Bureau of Investigation, and any other duly authorized investigative unit, in carrying out a full investigation of all such incidents. The Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the Contractor pertaining to this Master Agreement or which would adversely affect the Contractor's ability to perform services under this Master Agreement. ARTICLE 37: INDEMNIFICATION AND RECOVERY H-GAC's liability under this Master Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to its order processing charge. In no event will H-GAC be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits, or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees, to the extent permitted by law, to defend and hold harmless H-GAC, its board members, officers, agents, officials, employees, and indemnities from any and all claims, costs, expenses (including reasonable attorney fees), actions, causes of action, judgements, and liens arising as a result of Contractor's negligent act or omission under this Master Agreement. Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against Contractor relating to this Master Agreement. ARTICLE 38: LIMITATION OF CONTRACTOR'S LIABILITY Except as specified in any separate writing between the Contractor and an END USER, Contractor's total liability under this Master Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, but excluding its obligation to indemnify H-GAC, is limited to the price of the particular products/services sold hereunder, and Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. In no event will Contractor be liable for any loss of use, loss of time, inconvenience, commercial loss, loss of profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor understands and agrees that it shall be liable to repay and shall repay upon demand to END USER any amounts determined by H-GAC, its independent auditors, or any agency of State or Federal government to have been paid in violation of the terms of this Master Agreement. ARTICLE 39: TITLES NOT RESTRICTIVE The titles assigned to the various Articles of this Master Agreement are for convenience only. Titles shall not be considered restrictive of the subject matter of any Article, or part of this Master Agreement. ARTICLE 40: JOINT WORK PRODUCT This Master Agreement is the joint work product of H-GAC and the Contractor. This Master Agreement has been negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in accordance with its terms and, in the event of any ambiguities, no inferences shall be drawn against any party. ARTICLE 41: PROCUREMENT OF RECOVERED MATERIAL H-GAC and the Respondent must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include: (1) procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with 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 Page 10 of 13 Docusign Envelope ID: EA4D9790-70A1-4C6E-89A3-6957C4F66B17 performance of the Contract will be at least the amount required by the applicable contract specifications or other contractual requirements. ARTICLE 42: COPELAND "ANTI -KICKBACK" ACT Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into the contract. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as appropriate agency instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. A breach of the contract clauses above may be grounds for termination of the Contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12. ARTICLE 43: DISCRIMINATION Respondent and any potential subcontractors shall comply with all Federal statutes relating to nondiscrimination. These include, but are not limited to: a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352), which prohibits discrimination on the basis of race, color, or national origin; b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §794), which prohibits discrimination on the basis of handicaps; d) The Age Discrimination Act of 1975, as amended (42 U.S.C. §§6101- 6107), which prohibits discrimination on the basis of age; e) The Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; f) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; g) Sections 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. §§290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; h) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as amended, relating to nondiscrimination in the sale, rental, or financing of housing; i) Any other nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being made; and j) The requirements of any other nondiscrimination statute(s) that may apply to the application. ARTICLE 44: DRUG FREE WORKPLACE Contractor must provide a drug -free workplace in accordance with the Drug -Free Workplace Act, as applicable. For the purposes of this Section, "drug -free" means a worksite at which employees are prohibited from engaging in the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance. H-GAC may request a copy of this policy. ARTICLE 45: APPLICABILITY TO SUBCONTRACTORS Respondent agrees that all contracts it awards pursuant to the contract awarded as a result of this Master Agreement will be bound by the foregoing terms and conditions. ARTICLE 46: WARRANTY AND COPYRIGHT Submissions must include all warranty information, including items covered, items excluded, duration, and renewability. Submissions must include proof of licensing if using third party code for programming. ARTICLE 47: DATA HANDLING AND SECURITY It will always be the responsibility of the selected Contractor to manage data transfer and to secure all data appropriately during the project to prevent unauthorized access to all data, products, and deliverables. Page 11 of 13 Docusign Envelope ID: EA4D9790-70A1-4C6E-89A3-6957C4F66B17 ARTICLE 48: DISPUTES All disputes concerning questions of fact or of law arising under this Master Agreement, which are not addressed within the Whole Master Agreement as defined pursuant to Article 4 hereof, shall be decided by the Executive Director of H-GAC or his designee, who shall reduce his decision to writing and provide notice thereof to the Contractor. The decision of the Executive Director or his designee shall be final and conclusive unless, within thirty (30) days from the date of receipt of such notice, the Contractor requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under this Article, the Contractor shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be final and conclusive. The Contractor may, if it elects to do so, appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the Master Agreement and in accordance with H-GAC's final decision. ARTICLE 49: CHOICE OF LAW: VENUE This Master Agreement shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in connection with the Master Agreement shall lie exclusively in Harris County, Texas. Disputes between END USER and Contractor are to be resolved in accordance with the law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such disputes. ARTICLE 50: ORDER OF PRIORITY In the case of any conflict between or within this Master Agreement, the following order of priority shall be utilized: 1) General Provisions, 2) Special Provisions, 3) Scope of Work, and 4) Other Attachments. ARTICLE 51: WHOLE MASTER AGREEMENT Please note, this is an H-GAC Master Agreement template and is used for all products and services offered in H-GAC Cooperative Purchasing. Any redlines to this Master Agreement may not be reviewed. If this Master Agreement has not been signed by the Contractor within 30 calendar days, this Master Agreement will be automatically voided. The Master General Provisions, Master Special Provisions, and Attachments, as provided herein, constitute the complete Master Agreement between the parties hereto, and supersede any and all oral and written Master Agreements between the parties relating to matters herein. Except as otherwise provided herein, this Master Agreement cannot be modified without written consent of the parties. ARTICLE 52: UNIVERSAL IDENTIFIER AND SYSTEM FOR AWARD MANAGEMENT (SAM) In accordance with 2 CFR Title 2, Subtitle A, Chapter I, Part 25 as it applies to a Federal awarding agency's grants, cooperative agreements, loans, and other types of Federal financial assistance as defined in 2 CFR 25.406. Contractor understands and as it relates to 2 CFR 25.205(a), a Federal awarding agency may not make a Federal award or financial modification to an existing Federal award to an applicant or recipient until the entity has complied with the requirements described in 2 CFR 25.200 to provide a valid unique entity identifier and maintain an active SAM registration (www.SAM. og_v) with current information (other than any requirement that is not applicable because the entity is exempted under § 25.110). 2 CFR 25.200(b) requires that registration in the SAM prior to submitting an application or plan; and maintain an active SAM registration with current information, including information on a recipient's immediate and highest level owner and subsidiaries, as well as on all predecessors that have been awarded a Federal contract or grant within the last three years, if applicable, at all times during which it has an active Federal award or an application or plan under consideration by a Federal awarding agency; and provide its unique entity identifier in each application or plan it submits to the Federal awarding agency. To remain registered in the SAM database after the initial registration, the applicant is required to review and update its information in the SAM database on an annual basis from the date of initial registration or subsequent updates to ensure it is current, accurate and complete. At the time a Federal awarding agency is ready to make a Federal award, if the intended recipient has not complied with an applicable requirement to provide a unique entity identifier or maintain an active SAM registration with current information, the Federal awarding agency: (1) May determine that the applicant is not qualified to receive a Federal award; and (2) May use that determination as a basis for making a Federal award to another applicant. ARTICLE 53: PROCUREMENT OF RECOVERED MATERIALS In accordance with 2 CFR 200.323, the Houston -Galveston Area Council and the Contractor or Subrecipient must Page 12 of 13 Docusign Envelope ID: EA4D9790-70A1-4C6E-89A3-6957C4F66B17 comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include: (1) procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; (2) procuring solid waste management services in a manner that maximizes energy and resource recovery; and (3) establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Pursuant to the Federal Rule above, as required by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6962(c)(3)(A)(i)), the Contractor or Subrecipient certifies that the percentage of recovered materials content for EPA -designated items to be delivered or used in the performance of the Agreement will be at least the amount required by the applicable contract specifications or other contractual requirements. SIGNATURES: H-GAC and the Contractor have read, agreed, and executed the whole Master Agreement as of the date first written above, as accepted by: Siddons Martin Emergency Group LLC H-GAC Signed by: DoeuSigned by: Signature �� 4. a . Signatur c �'� EB2D885F9B5D14E782EC27OD5D61423... Name Jeffry A. Doran Name Chuck Wemple Title Director - Order Management Title Executive Director Date 10/30/2024 Date 11/7/2024 Page 13 of 13 EXHIBIT C CONFLICT OF INTEREST DISCLOSURE REQUIREMENT 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 Forms 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 City, or submits an application or response to a request for proposals or bids, correspondence, or another writing related to potential agreement with the City. Updated Questionnaires must be filed in conformance with Chapter 176. A copy of the Questionnaires Form CIQ is enclosed with submittal documents. The form is also available at http://www.ethics.state.tx.us/forms/CIQ.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 City, state Contractor name in the # 1, use N/A in each of the areas on the form. However, a signature is required in the #7 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.B. 23, 84th Leg., Regular Session OFFICE USE ONLY I his questionnaire isbeing filed in accordance with Chapter 176, Local Government Code, by a vendor who pate Re:,",c has a business relationship as defined by Section 176.041(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a)_ 2y lair ibis questionnaire must be filed with the recordsadministrator of the Total 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 176.0t6(a-1). Local Govemment Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Loral Government Code_ An offense under this section is a misdemeanor. t Name of vendor who has a business relationship with local governmental entity. 2El Check this box 4you are filing an update to a previously filed questionnaire. (The law requires thatyou file an updated completed questionnaire with the appropriate fling authority not Eater than the 7th business day after the date on which you became aware that the originally fled questionnaire was incomplete or inaccurate.) 3 Kanto of local government offlceir about whom the information is being disclosed. Name of affcer 9 Describe each employment or other busirvess relationship with the local government officer, or a family member of the officer, as described by Section 176.0-03(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIG as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes =No B. Is thevendor receiving or likely to receive taxable income, other than investment income. from or at the direction of the local govemment officer or a family member of the officer AND the taxable income is not received from the local governmorrltal entity? Yes �No 51 Describe each employment or business relationship that the vendor named in Section i maintains with 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. 6 has given the local government ocer or a family member of the officer one or more gifts ElCheck this box if the vendor officer as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 7 signature or vendor doing business with the governments erFW Ualo Form provided by Texas Ethics. Commission www.othics.stato.lx.us Revised 1/1/2021 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of C-ariter 176 of the Local Government Code maybe found at http:..'.www.s4aiuLvs.)&gjs-state.t,-. E1c,cs,'LGVhtm,'LCL 17? 1: , -.ii. For easy reference., below are some of the semcns cited on this form. Local Govemrwint Code 4 17G.001 0-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by afederal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms availabWe to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to., that agency. Local Govemment Code A 176.003(a)(2)(A) and (B). (a) A local government officer shall file a conflicts disclosure statementwith respect to avendor if: (2) thevenclor: (A) has an employment or rather business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local govern mental entity and vendor has been executed; (ii) the local governmental entity is considering entering into a contract with the vendor, (B) has given to the local government officer or a f amity mem ber of the officer one or more gifts that have an aggregate value of more than S 100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local govemmental entity is considering entering into a contractwith tfe verdcr Local Government Code 4 176.006(a I and (a-1) f. a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local govemmental entity, or a f am ity member of the officer, descri bed by Section 17 6-003(a)(2) (A); (2) has given a local government officer of that local govern mental entity., or a family member of the ,officer., one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B) , excluding any gift described by Section 17 6.0 013(a- 1) -, or (3) has a family relationship with a local government officer of that local governmental entity - The completed conflict of interest questionnaire must be filed with the appropriate records administrator later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) subm its to the I oval governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, Ora family member of the officer, described by Subsection (a); (B) that thevendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer - Form provided by Texas Ethics Commissibn www. ethics.s tate.U. u s Revised 1el;ZD21 FORT WORTH,.: MAYOR AND COUNCIL COMMUNICATION 7.1.13 SIDDONS-MARTIN EMERGENCY GROUP, LLC AGREEMENT DATE: 06/23/26 M&C FILE NUMBER: M&C 26-0522 DEPARTMENT: FINANCIAL MANAGEMENT SERVICES SUBJECT (ALL) Authorize Execution of a Cooperative Agreement with Siddons-Martin Emergency Group, LLC Using Houston -Galveston Area Council Contract No. HGAC EE11-24 for Emergency Medical, Safety, and Rescue Equipment in an Annual Amount Up to $1,000,000.00 and Authorize Three One -Year Renewal Options for the Same Annual Amount for the Fire Department RECOMMENDATION It is recommended that the City Council authorize execution of a cooperative agreement with Siddons-Martin Emergency Group, LLC using Houston -Galveston Area Council Contract No. HGAC EE11-24 for emergency medical, safety, and rescue equipment in an annual amount up to $1,000,000.00 and authorize three one-year renewal options for the same annual amount for the Fire Department. DISCUSSION The purpose of this Mayor and Council Communication (M&C) is to authorize an agreement with Siddons-Martin Emergency Group LLC (Siddons-Martin for emergency medical, safety, and rescue equipment. The contract will be utilized by the Fire department to purchase a variety of products including, but not limited to, spreaders, cutters, combination units, and rescue saws. These items will be used for rescue operations performed by City of Fort Worth Fire and Emergency Medical Services (EMS) personnel. On March 31, 2026, City Council approved MSC 26-0230 authorizing cooperative purchasing agreements with multiple vendors, including Siddons-Martin, through BuyBoard Contract No. 798-26. After Council approval it was determined that Siddons-Martin and BuyBoard were unable to finalize an agreement. As a result, the City is unable to execute an agreement utilizing the cooperative contract for purchases. To ensure the Fire Department can continue to purchase the required equipment without interruption, staff is requesting authorization to use the Siddons-Martin cooperative purchase agreement through Houston -Galveston Area Council (H-GAC) contract No. EE11-24, which provides the same goods and services. 1of14 FORT WORTH,.: FUNDING: The maximum annual amount allowed under the agreement will be $1,000,000.00; however, the actual amount used will be based on the needs of the department and available budget. Funding is budgeted in the General Operating & Maintenance category within the General Fund for the Fire Department. COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a cooperative purchasing agreement satisfies state laws requiring that the local government seek competitive bids for the purchase of the items. H-GAC has been competitively bid to increase and simplify the purchasing power of local government entities across the State of Texas. H-GAC published Request for Proposal (RFP) No. EE11-24 on May 8, 2024, May 9, 2024, May 15, 2024, and May 16, 2024. Contract No. 13453 was awarded to Siddons-Martin Emergency Group, LLC on August 20, 2024. AGREEMENT TERM: The initial term of the agreement will begin upon execution and end on October 31, 2026. RENEWAL OPTIONS: The Agreements may be renewed for up to three additional one-year terms, in accordance with the terms of the underlying cooperative contract. Should the cooperative contract elect to exercise the renewal options, the City shall have the option to do the same. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. SMALL BUSINESS: A Small Business goal is not assigned to this contract because a waiver has been approved by the department's Assistant City Manager, in accordance with the City's Small Business Ordinance. This agreement will serve ALL COUNCIL DISTRICTS. This contract requires a Form 1295. FISCAL INFORMATION/CERTIFICATION The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the General Fund to support the approval of the above recommendation and award of the contract. Prior to an expenditure being incurred, the Fire Department has the responsibility to validate the availability of funds. SUBMITTED FOR CITY MANAGER'S OFFICE BY: Reginald Zeno, # 8517 William Johnson, # 5806 2of14 FORT WORTH,.: ORIGINATING BUSINESS UNIT HEAD: ADDITIONAL INFORMATION CONTACT: Reginald Zeno, # 8517 Ashley Clement # 8505 Brandy Hazel # 8087 Eugene Chandler # 2057 ATTACHMENTS 1. SAM [7.1.13.1 - 5 pages] 2. Siddons- Martin Emer Grp SOS [7.1.13.2 - 1 page] 3. Signed COOP Waiver [7.1.13.3 -1 page] 4. CONFIDENTIAL - Siddons Martin Emergency Group LLC Agreement funds avail [7.1.13.4 - 1 page] 5. CONFIDENTIAL - Form 1295 Certificate 101545494 - signed [7.1.13.5 - 2 pages] 6. CONFIDENTIAL - Siddons Martin HGAC EE11 24 fid table (1) [7.1.13.6 - 1 page] 3of14 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1 - 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2026-1468382 Siddons Martin Emergency Group, LLC Houston, TX United States Date Filed: 05/28/2026 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Fort Worth Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. HGAC EE11-24 HGAC EE11-24 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Siddons Martin Holding, Inc. Houston, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is Jonathan Carroll and my date of birth is My address is 1362 E. Richey Rd Houston TX 77073 USA (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Harris County, State of Texas on the 28thday of May 2026 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V4.1.0.db93d4f8 FORT WORTH,.: MAYOR AND COUNCIL COMMUNICATION 7.1.13 SIDDONS-MARTIN EMERGENCY GROUP, LLC AGREEMENT DATE: 06/23/26 M&C FILE NUMBER: M&C 26-0522 DEPARTMENT: FINANCIAL MANAGEMENT SERVICES SUBJECT (ALL) Authorize Execution of a Cooperative Agreement with Siddons-Martin Emergency Group, LLC Using Houston -Galveston Area Council Contract No. HGAC EE11-24 for Emergency Medical, Safety, and Rescue Equipment in an Annual Amount Up to $1,000,000.00 and Authorize Three One -Year Renewal Options for the Same Annual Amount for the Fire Department RECOMMENDATION It is recommended that the City Council authorize execution of a cooperative agreement with Siddons-Martin Emergency Group, LLC using Houston -Galveston Area Council Contract No. HGAC EE11-24 for emergency medical, safety, and rescue equipment in an annual amount up to $1,000,000.00 and authorize three one-year renewal options for the same annual amount for the Fire Department. DISCUSSION The purpose of this Mayor and Council Communication (M&C) is to authorize an agreement with Siddons-Martin Emergency Group LLC (Siddons-Martin for emergency medical, safety, and rescue equipment. The contract will be utilized by the Fire department to purchase a variety of products including, but not limited to, spreaders, cutters, combination units, and rescue saws. These items will be used for rescue operations performed by City of Fort Worth Fire and Emergency Medical Services (EMS) personnel. On March 31, 2026, City Council approved MSC 26-0230 authorizing cooperative purchasing agreements with multiple vendors, including Siddons-Martin, through BuyBoard Contract No. 798-26. After Council approval it was determined that Siddons-Martin and BuyBoard were unable to finalize an agreement. As a result, the City is unable to execute an agreement utilizing the cooperative contract for purchases. To ensure the Fire Department can continue to purchase the required equipment without interruption, staff is requesting authorization to use the Siddons-Martin cooperative purchase agreement through Houston -Galveston Area Council (H-GAC) contract No. EE11-24, which provides the same goods and services. 1of14 FORT WORTH,.: FUNDING: The maximum annual amount allowed under the agreement will be $1,000,000.00; however, the actual amount used will be based on the needs of the department and available budget. Funding is budgeted in the General Operating & Maintenance category within the General Fund for the Fire Department. COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a cooperative purchasing agreement satisfies state laws requiring that the local government seek competitive bids for the purchase of the items. H-GAC has been competitively bid to increase and simplify the purchasing power of local government entities across the State of Texas. H-GAC published Request for Proposal (RFP) No. EE11-24 on May 8, 2024, May 9, 2024, May 15, 2024, and May 16, 2024. Contract No. 13453 was awarded to Siddons-Martin Emergency Group, LLC on August 20, 2024. AGREEMENT TERM: The initial term of the agreement will begin upon execution and end on October 31, 2026. RENEWAL OPTIONS: The Agreements may be renewed for up to three additional one-year terms, in accordance with the terms of the underlying cooperative contract. Should the cooperative contract elect to exercise the renewal options, the City shall have the option to do the same. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. SMALL BUSINESS: A Small Business goal is not assigned to this contract because a waiver has been approved by the department's Assistant City Manager, in accordance with the City's Small Business Ordinance. This agreement will serve ALL COUNCIL DISTRICTS. This contract requires a Form 1295. FISCAL INFORMATION/CERTIFICATION The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the General Fund to support the approval of the above recommendation and award of the contract. Prior to an expenditure being incurred, the Fire Department has the responsibility to validate the availability of funds. SUBMITTED FOR CITY MANAGER'S OFFICE BY: Reginald Zeno, # 8517 William Johnson, # 5806 2of14 FORT WORTH,.: ORIGINATING BUSINESS UNIT HEAD: ADDITIONAL INFORMATION CONTACT: Reginald Zeno, # 8517 Ashley Clement # 8505 Brandy Hazel # 8087 Eugene Chandler # 2057 ATTACHMENTS 1. SAM [7.1.13.1 - 5 pages] 2. Siddons- Martin Emer Grp SOS [7.1.13.2 - 1 page] 3. Signed COOP Waiver [7.1.13.3 -1 page] 4. CONFIDENTIAL - Siddons Martin Emergency Group LLC Agreement funds avail [7.1.13.4 - 1 page] 5. CONFIDENTIAL - Form 1295 Certificate 101545494 - signed [7.1.13.5 - 2 pages] 6. CONFIDENTIAL - Siddons Martin HGAC EE11 24 fid table (1) [7.1.13.6 - 1 page] 3of14 FONT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Siddons-Martin Rescue Group, LLC Subject of the Agreement: purchase of emergency medical. safety & rescue equipment M&C Approved by the Council? * Yes 0 No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 0 If unsure, see backpage for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If different from the approval date. Expiration Date: 10/31/27 with three 1 yr renewals If applicable. Is a 1295 Form required? * Yes 0 No ❑ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.