Richmond City Council
December 16, 2025

RESOLUTION NO. xx-25

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RICHMOND,

CALIFORNIA, AUTHORIZING THE FOURTH CONTRACT AMENDMENT WITH

NOLL & TAM ARCHITECTS FOR THE REVITALIZING THE HISTORIC RICHMOND MAIN LIBRARY PROJECT (PROJECT) IN THE AMOUNT OF $382,909 FOR AN AMENDED TOTAL NOT TO EXCEED AMOUNT OF $3,668,781 PLUS CONTINGENCY IN THE AMOUNT OF $67,091 FOR A POTENTIAL TOTAL NOT TO EXCEED CONTRACT AMOUNT OF $3,735,872; EXTEND THE CONTRACT TERM TO JUNE 30, 2028; AND APPROPRIATE $450,000 FROM THE LIBRARY FUND TO THE PROJECT (AR231)
WHEREAS, the Richmond Public Library is the municipal public library serving the City of Richmond. The Main Branch (Richmond Main Library), located at 325 Civic Center Plaza, is one of three physical locations and is in need of significant seismic upgrades and interior and exterior renovation work; and
WHEREAS, the Revitalizing the Historic Richmond Main Library Project (Project) aims to modernize and preserve the historic, aging facility through a major renovation that addresses building systems, accessibility, seismic needs, and long-term functionality; and WHEREAS, the City has secured $34,400,000 in funding for this Project, which includes $9,712,979 in California State Library Building Forward Grant funding, $2,000,000 in American Rescue Plan Act (ARPA) funds, and $22,700,000 in local funds; and WHEREAS, on October 18, 2023, the City entered into a contract with Noll and Tam Architects for architectural design services, for an amount not to exceed $3,285,872, which included a contract amount of $2,987,156 plus 10 percent contingency in the amount of $298,716.

WHEREAS, during the design phase of the Project, additional services from Noll and Tam Architects were needed and Contract Amendment 1, Contract Amendment 2 and Contract Amendment 3 were executed utilizing the full contingency amount; and WHEREAS, staff recommends a fourth Contract Amendment for additional design that was necessary to complete the Project design, in addition to construction administration services that will be necessary from the design team during construction. Contract Amendment No. 4 in the amount of $382,909 will establish a revised not-to-exceed contract amount of $3,668,781. An additional 15% contingency in the amount of $67,091 will allow the design team to address unforeseen conditions during construction. The contingency will potentially increase the total not-to-exceed contract amount to $3,735,872; and
WHEREAS, staff also recommends extending the contract term to June 30, 2028; and WHEREAS, by the agenda report (“Agenda Report”) accompanying this resolution the City Council has been provided with additional information supporting this action.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Richmond as follows:

SECTION 1. The City Council hereby finds the above recitals are true and correct and have served, together with the Agenda Report, as the basis for this action.

SECTION 2. The City Council hereby authorizes Contract Amendment No. 4 with Noll and Tam Architects for the Revitalizing the Historic Richmond Main Library in the amount of $382,909, establishing a revised not-to-exceed contract amount of $3,668,781; and additional 15% contingency in the amount of $67,091 potentially increasing the total not-to-exceed contract amount to $3,735,872.
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Reso. No. xx-25

SECTION 3. The City Manager, or designee, is authorized to execute Contract Amendment No. 4, and approve amendments, if necessary for up to the 15% contingency amount of $67,091, and to take all necessary administrative steps to facilitate completion of the Project.

SECTION 4. The City Council appropriates $450,000 from the Library Fund to the Project (AR231) to support Contract Amendment No. 4.

SECTION 5. The City Clerk is designated as the custodian of the documents comprising the record of proceedings relating to this action, which shall be maintained at Richmond City Hall, 450 Civic Center Plaza, Richmond, California 94804.

SECTION 6. This Resolution shall become effective immediately upon its passage and adoption.
*************************
I certify that the foregoing resolution was passed and adopted by the Council of the City of Richmond at a regular meeting thereof held December 16, 2025, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:

Mayor
Approved as to form:

City Attorney
1793
DocID #34720v1

CITY OF RICHMOND

CONTRACT AMENDMENT
The parties to this Contract Amendment do mutually agree and promise as follows:

1. Parties. The parties to this Contract Amendment are the City of Richmond, a public body corporate and politic, and the following named Contractor:

Contractor Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No:

A California: corporation, limited liability corporation, general partnership, limited partnership, individual, non-profit corporation, individual dba as [specify:] _________________________________________ other [specify:] ___________________________________________________

2. Purpose. This Contract Amendment is being entered into to amend the following Contract between City and Contractor (list terms in effect on the date of initial Contract approval):

City Council Approval Date/City Manager Execution Date: ____________________________ Effective Date: ___________________; Termination Date: ____________________________ Payment Limit: ___________________.
[check box if applicable] The Contract was previously amended, as described in the amendment history attached to this Contract Amendment, and the terms and conditions of any amendments shall be deemed to be a part of the Contract.

3. Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Contract, including any amendments thereto, which are unaffected by this Contract Amendment, and which shall remain in full force and effect.

Department: City Project Manager:

City Project Manager E-mail: City Project Manager Phone No:

Vendor No: Contract No:

Description of Services:

Amendment No. ___ modifies the (check all that apply):

Term Payment Limit Service Plan
Complete the Amendment History page if this Amendment is the 2nd or subsequent amendment.

Public Works Wendy Wellbrock [email protected] (510) 307-8108 16178 6736 Architectural design services for the Revitalizing the Historic Richmond Main Library Project 4 Noll and Tam Architects 729 Heinz Avenue #7 Berkeley, CA 94710 Chris Noll (510) 542-2211 [email protected] 40065163 October 17, 2023 October 18, 2023 June 30, 2027 $2,987,156 1794
DocID #34720v1 Modified January 14, 2025

4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Contract.

5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section

7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.

6. Insurance Coverage Updated and Maintained. Pursuant to the Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.

7. Authority; Counterparts; Signatures. Each of the signatories hereto represents and warrants that he or she has the authority to execute this Contract Amendment for the Party on whose behalf he or she is executing this Contract Amendment. This Contract Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties may rely on electronic or scanned signatures as originals. Delivery of an executed signature page of this Contract Amendment by electronic format (including pdf) shall be the same as delivery of an original executed signature page.

CITY OF RICHMOND,
a municipal corporation
By: ________________________________
Title: ______________________________
Date Signed: ________________________
I hereby certify that this Amendment has been
approved by the City Council or executed by the
City Manager.

By: _______________________________
City Clerk
Approved as to form:

By: _______________________________
City Attorney
[CONTRACTOR NAME]
(*If applicable, the Corporation Chairperson of the
Board, President, or Vice-President should sign
below.)
By: ____________________________________
Title: __________________________________
Date Signed: ____________________________
(*If applicable, the Corporation Chief Financial Officer or Assistant Treasurer, or Secretary or Assistant
Secretary should sign below.)
By: ___________________________________
Title: __________________________________
*(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation or
nonprofit organization, this Contract (1) should be
signed by the Chairperson of the Board, President
or Vice-President and the Chief Financial Officer
or Assistant Treasurer, or Secretary or Assistant
Secretary; (2) should have both signatures
conform to designated representative groups
pursuant to Corporations Code Section 313.)
Noll and Tam Architects
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DocID #34720v1 Modified January 14, 2025

AMENDMENT PROVISIONS (AMENDMENT HISTORY)
If no prior amendments, skip to next page.

The first Contract Amendment was approved by City Council or executed by the City Manager on ______________________ for one or more of the following provisions (check those that apply):

Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The second Contract Amendment was approved by City Council or executed by the City Manager on _________________________ for one or more of the following provisions (check those that apply):

Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The third Contract Amendment was approved by City Council or executed by the City Manager on _______________________ for one or more of the following provisions (check those that apply):

Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The fourth Contract Amendment was approved by City Council or executed by the City Manager on ________________________ for one or more of the following provisions (check those that apply):

Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The fifth Contract Amendment was approved by City Council or executed by the City Manager on ________________________ for one or more of the following provisions (check those that apply):

Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The sixth Contract Amendment was approved by City Council or executed by the City Manager on _______________________ for one or more of the following provisions (check those that apply):

Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
11/7/2024 82,190.00 3,069,346 9/25/2025 183,251 3,252,597 33,275 3,285,872 382,909 3,668,781 June 30, 2028 1796
DocID #34720v1 Modified January 14, 2025

AMENDMENT PROVISIONS (TERM, PAYMENT LIMIT AND/OR SERVICE PLAN) Check all that apply:

TERM

PAYMENT
LIMIT

SERVICE
PLAN
Paragraph 2 (Term) of the Contract is hereby amended to extend the Contract term. Paragraph 2 of the Contract is amended to read as follows:
"2. Term. The effective date of this Contract is
________________________________________________________ (Insert Contract Effective Date)
and it terminates
________________________________________________________. (Insert new Contract termination date)
unless sooner terminated as provided herein."
Paragraph 3 (Payment Limit) of the Contract is hereby amended to increase the payment limit by $__________________. Paragraph 3 of the Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $_____________________ including expenses."
“The City shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Council or executed by the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000.” The Service Plan (Exhibit A) of the Contract is hereby amended to include the following tasks and/or services:
(Insert description of additional tasks/services. Use additional pages if necessary.) ■
October 18, 2023 June 30, 2028 ■ 382,909 3,668,781 ■
See ASR 05 for an additional amount of $382,909
1797
729 Heinz Avenue #7 | Berkeley CA 94710 | 510-542-2200 | www.nollandtam.com Richmond Library Renovation
ADDITIONAL SERVICE REQUEST NO. 4
October 6, 2025
Attn: Wendy Wellbrock
Wendy Wellbrock, Senior Civil Engineer
City of Richmond Public Works
450 Civic Center Plaza, 2nd Floor
Richmond, CA 94804
Re: Richmond Library Renovation, ASR 04
Dear Ms. Wellbrock,
Noll & Tam Architects is amending our original proposal for architectural consulting services, dated October 18, 2023, to include:
• work that was added to the scope of the project during Permitting and the City’s internal reviews, affecting the building exterior and project site, that is already complete as of this proposal. • work that will be necessary from the design team during construction to complete the project.

A summary of our understanding of the scope of additional work and associated fees is included below.

Item A: Exterior Bookdrop and Canopy
Scope of Work:
• ZFA: structural design of foundation, columns and glass frame at exterior book drop location. • BKF: civil revisions to grading and paving to accommodate ramp to new exterior book drop location. • Noll & Tam: architectural design of ramp, book drop openings, glass and steel canopy; consultant coordination.

Item B: Replacement of Generator Enclosure
Scope of Work:
• ZFA: structural design of new foundation and cantilevered CMU walls for replacement enclosure. • BKF: civil design and coordination of grading, paving and utility routing to incorporate a new generator enclosure to replace the existing structure.
• Noll & Tam: architectural design and documentation of new enclosure, finish materials, and hardware for generator; consultant coordination.

ADDITIONAL SERVICE REQUESTS # 4 & 5 October 15, 2025 & 05 1798
Noll & Tam Architects | October 6, 2025 | Richmond Library Renovation | Item C: Additional Courtyard Exit
Scope of Work:
• ZFA: revisions to structural design of courtyard fence including foundations and frame for new emergency exit gate from courtyard.
• BKF: civil revisions to site demolition, grading and paving to accommodate new path from the south side of the courtyard to the existing sidewalk at MacDonald Avenue. • Base Landscape: modifications to planting plan, soils plan, irrigation plan and bench details to include new path from the courtyard to the sidewalk.
• Noll & Tam: architectural design of gate and ramp; consultant coordination.

Item D: Replacement of Existing Sanitary Sewer Main
Scope of Work:
• BKF: revision of utility plans to incorporate replacement of sanitary sewer and domestic water service lateral pipes to the existing building.
• Noll & Tam: management of planning and communication among city agencies and design team; participation in agency meetings; consultant coordination Item E: Changes to On-street City Parking
Scope of Work:
• BKF:
• Preliminary street parking layout switching to parallel parking and including 2 accessible parallel parking stalls and accessible path of travel to the Library entrance, for Permit approval. • Full construction documents will be prepared to complete this work and incorporate it into the construction work, including street demolition, regrading, and erosion control drawings. • Noll & Tam:
• documentation of existing conditions
• architectural layout of sidewalks, ramps and signage
• meetings with City permit review staff
• consultant coordination
Item F: Expanded Construction Administration
Scope of Work:
• Langan: observation and testing as needed throughout construction, including relating to excavation, compaction, and utility trenching. Lab testing and special inspections for geotechnical issues. (Please see attached proposal from Langan for more complete description.) • Noll & Tam: increase in time necessary for construction administration services to account for increased size and complexity of project from original estimate of $21M to current estimate of $23.5M.
1799
Noll & Tam Architects | October 6, 2025 | Richmond Library Renovation | Item G: Hazardous Materials Monitoring and Closeout
Scope of Work:
• Q&A: review of contractors’ submitted hazardous materials abatement removal and disposal plan; daily oversight of all contractor abatement activities; testing and clearance to close out abatement work. (Please see attached proposal from Q&A Consulting for complete detail.) • Noll & Tam: consultant coordination.

Exclusions:

Services or work products not noted above can be provided upon request as an additional service.

Fees:

Our fees for this scope shall be as described on the attached fee proposal.

Items A-D are complete and will be billed in full when this amendment is executed. Item E is partially complete, and that part will be billed with Items A-D; the remainder will be billed on a percent-complete basis until it is done.

Items F and G will be billed on a Time and Materials basis during construction.

Sincerely, Approved:

Christopher Noll Wendy Wellbrock date
Principal Project Manager, Richmond Public Works
Daniel Chavarria date
Director, Richmond Public Works
1800
Noll & Tam Architects
729 Heinz Avenue
Berkeley, CA 94710
ASR 04 - Added Sitework and Construction Administration Richmond Library
10/6/2025
A: EXTERIOR BOOKDROP AND CANOPYB: GENERATOR ENCLOSUREC: ADDITIONAL COURTYARD EXITD: REPLACEMENT OF EXISTINGSANITARY SEWER MAINE: CHANGES TO CITY ON-STREET PARKINGF: EXPANDED CONSTRUCTIONADMINISTRATIONG: HAZARDOUS MATERIALS MONITORING AND CLOSEOUT TOTALS
Service Consultant
Architectural Services Noll & Tam Architects $15,940 $15,880 $13,680 $4,760 $21,120 $178,000 $0 $249,380 Civil Engineering BKF $1,650 $2,200 $3,080 $5,500 $16,170 $0 $0 $28,600 Landscape Architect Base Landscape $0 $0 $1,375 $0 $0 $0 $0 $1,375 Structural Engineering ZFA $7,106 $7,106 $5,082 $0 $0 $0 $0 $19,294 Hazmat monitoring during CA Que Alicea $0 $0 $0 $0 $0 $0 $42,735 $42,735 Geotech services during CA Langan $0 $0 $0 $0 $0 $74,800 $0 $74,800 Subtotal Additional Services $24,696 $25,186 $23,217 $10,260 $37,290 $252,800 $42,735 $416,184 $416,184
Contingency? $2
$416,186
October 15, 2025 REMAINING CONTINGENCY ASR 04 $33,275 ASR 05 $382,909 TOTAL ADDITIONAL SERVICES 1801
August 15, 2025
Alyson Yarus
[email protected]
Noll & Tam Architects
RE: Historic Richmond Main Library Revitalization
Structural Engineering: Additional Services Proposal
Alyson,
As outlined below, additional services have been requested that are beyond the scope included in our original proposal dated August 8, 2023. We kindly request additional fees for this additional scope.

Scope of Additional Services
The scope of additional services includes:

1. Courtyard exit and gate
o An additional gate for the courtyard was required during plan check. ZFA revised the design and modified structural plans and details to accommodate this change.

2. New Book Drop Canopy
o The client has requested a book drop canopy similar in form to the Civic Center glass canopy. The structural scope for this standalone canopy is anticipated to include: design of the cantilevered column, framing to support the glass, as well as a new foundation to support the canopy.

Figure 1: Book drop canopy image from email from N&T

3. Generator Enclosure
o The structural scope for this generator enclosure is anticipated to include: design of cantilevered CMU walls as well as a new foundation for the walls and 1802
Historic Richmond Main Library Revitalization – Add Service 2 equipment. It is our understanding that the original scope included reuse of the existing generator enclosure.

Fee
Our fee for the above services is a fixed fee of $17,540, which is itemized per item in the table below.

Additional Services Scope Fee
Courtyard Gate Modifications $4,620
Book Drop Canopy $6,460
Generator $6,460
Total $17,540
Terms and Conditions
Terms and Conditions and exclusions are the same as those included in the original proposal.

Should you have questions, please contact the undersigned.

ZFA STRUCTURAL ENGINEERS
Ryan Bogart, SE
Principal
Mark A. Moore, SE
Executive Principal
August 15, 2025
1803

BKF ENGINEERS
Redwood City Office: 255 Shoreline Drive, Suite 200, Redwood City, CA 94065 | 650.482.6300 August 18, 2025
BKF No. 20231493
Ms. Alyson Yarus
Noll & Tam Architects
729 Heinz Avenue, #7
Berkeley, CA 4710
Transmitted Via Email: [email protected]
Subject: Richmond Main Library Renovation Project
Additional Service Request #01 – Site Plan Revisions
Dear Alyson:

Per your request, we have prepared this additional service request that addresses work outside the limits of our current contractual scope of work. Below I have identified each item with the approximate level of effort needed to address the additional tasks.

I. ADDITIONAL SCOPE OF SERVICES
TASK 1: SITE SEWER AND WATER PIPE REPLACEMENT

1. BKF coordinated and revised utility plans to incorporate replacement of existing sanitary sewer and domestic water service lateral pipes to the existing library building.

TASK 2: GENERATOR ENCLOSURE

1. BKF coordinated and revised the site plan to incorporate a new generator enclosure for the existing library building. Civil design included revised grading, paving and utility rerouting.

TASK 3: BOOK DROP CANOPY

1. BKF coordinated and revised the site plan to incorporate a new book drop canopy on the north side of the library building. Civil design included revised grading and paving.

TASK 4: COURTYARD EXIT AND PATHWAY TO STREET

1. BKF coordinated and revised the site plan to incorporate a new path from the south side of the exterior courtyard to the existing sidewalk along MacDonald Avenue. Civil design included revised demolition, grading and paving.

TASK 5: PRELIMINARY STREET PARKING PERMIT SET SUBMITTAL

1. At the request of the City, BKF added preliminary street parking layout and scope to Permit Plan submittal. BKF coordinated the street parallel parking layout to provide two (2) parallel accessible parking stalls in accordance with Caltrans Standards along the west side of Civic Center Plaza, with accessible path of travel to the Richmond Main Library entry. Approximate limits of grading and paving conforms were included in the permit set submittal. 1804
August 18, 2025

TASK 6: STREET PARKING CONSTRUCTION DOCUMENTS

1. BKF will provide construction document level drawings for the additional parallel street parking scope of work. This includes additional design and revisions to the following drawings:
· Demolition Plan
· Horizontal Control and Paving Plan
· Grading Plan
· Erosion Control Plan

2. We have budgeted to provide one (1) plan submittal for City review, and one (1) resubmittal to address City comments that do not result in a change to the site plan.

II. COMPENSATION
BKF proposes to provide the services on a lump sum basis. We will invoice for our services on a percent complete basis per task summarized as follows:

Task Description Fee
1 Site Sewer and Water Pipe Replacement $5,000
2 Generator Enclosure $2,000
3 Book Drop Canopy $1,500
4 Courtyard Exit and Pathway to Street $2,800
5 Preliminary Street Parking Permit Set Submittal $4,200 6 Street Parking Construction Documents $10,500
Total Labor Fee $26,000
Please contact me at (650) 482-6306 if you have any questions regarding the additional scope items.

Respectfully,
BKF Engineers
Jonathan Tang, PE
Associate Principal
1805

B A S E L A N D S C A P E A R C H I T E C T U R E
SAN FRANCISCO · PORTLAND · BASELANDSCAPE.COM
August 14, 2025
Alyson Yaris

NOLL & TAM ARCHITECTS
729 Heinz Avenue #7
Berkeley CA 94710

ADD SERVICE FOR SUPPLEMENTAL PERMIT-PHASE SERVICES
For Richmond Public Library Renovations
Dear Ms. Yaris,
This letter outlines the additional scope required to provide the landscape architectural design to complete permit documentation for the Richmond Public Library renovation.

The effort to update the plans with the new path from the courtyard to the sidewalk (as required by fire department review) entailed adjustments to the following:
• Modifications to Planting Plan
• Modifications to Soils Plan
• Modifications to Irrigation Plan
• Modifications to Timber Bench Detail
The services listed above are estimated as follows:
5 hours design/documentation: $1,250
Respectfully Submitted by: Approved by:

BASE Landscape Architecture, Inc.
_____________________________ __________________________________ Patricia Algara, PLA, ASLA
CA# LA 6691
Principal-In-Charge
August 14, 2025
1806
14 May 2025
Alyson Yarus
Associate Principal
Noll & Tam Architects
729 Heinz Avenue #7
Berkeley, California 94710
SUBJECT: Proposal for Geotechnical Services During Construction Richmond Main Library Renovation
325 Civic Center Plaza
Richmond, California
Langan Project No. 750683800
Dear Alyson:

Langan CA, Inc. (Langan) is pleased to present this proposal to provide geotechnical services during the construction of the Richmond Main Library Renovation project at 625 Civic Center Plaza in Richmond, California. We previously performed a geotechnical investigation for the proposed project, and our conclusions and recommendations were presented in a report dated 9 May 2024. Since that time, we have provided geotechnical services during design of the project in accordance with our agreement dated 16 February 2024. Geotechnical services during construction were not included in the scope of services outlined in our agreement.

The renovation includes seismic upgrades, safety and security upgrades, full renovation of the building interior, exterior glazing system and roof replacement, and exterior site improvements, including a new trash enclosure. The seismic upgrades include the relocation and addition of several concrete shear walls within the building. The new shear walls will be supported on enlarged existing footings.

SCOPE OF SERVICES
During construction, we will review and respond to the geotechnical aspects of contractor RFIs and submittals and consult with the design and construction team on an as-needed basis.

In addition, we should be onsite to observe the construction of the geotechnical aspects of the project as the geotechnical engineer of record. These observations will allow us to compare actual with anticipated subsurface conditions and to check that the contractor’s work conforms to the geotechnical aspects of the plans and specifications. Specifically, we will provide:
• part-time observation and compaction testing during general site grading; • part-time observation of completed footing excavations; • part-time observation and compaction testing during placement of backfill in footing excavations and floor slab subgrade preparation;
1807
Proposal for Geotechnical Services During Construction
Richmond Main Library Renovation
325 Civil Center Plaza
Richmond, California
14 May 2025
750683800

• part-time observation during footing excavation and compaction testing during slab subgrade preparation for the trash enclosure;
• part-time observation and compaction testing of utility trench backfill; • part-time observation and compaction testing during subgrade preparation for exterior concrete flatwork and pavement;
• geotechnical laboratory testing (assumes 3 compaction curves); • consultation with the design team and attendance at meetings; • review and response to contractor RFIs and submittals.

We will provide special inspection letters for the geotechnical aspects of the project. We have assumed that we will provide two special inspection letters, one for site grading and one for footing installation.

FEE ESTIMATE
We propose to perform the described services on a time-and-expense basis in accordance with our 2025 Schedule of Fees and Conditions, which is attached. Our estimated fee for services for the proposed development is detailed below:

Task Fee
General site grading (assume 2 half-day site visits) ........................................ $ 2,700 Footing excavations (assume 12 quarter-day site visits) ................................... 10,700 Backfill and floor slab subgrade preparation at footing excavations (assume 9 half-day site visits) ......................................................................... 12,000 Trash enclosure footings and subgrade preparation
(assume 5 quarter-day site visits) ...................................................................... 4,400 Utility trench backfill (assume 6 quarter-day and 6 half-day site visits).............. 13,300 Subgrade preparation for concrete flatwork and pavements (assume 6 quarter-day and 6 half-day site visits)............................................. 13,300 Geotechnical laboratory testing
(includes three compaction curves)................................................................... 1,200 Special inspection letters ................................................................................... 2,200 Consultation, meetings, and review and response to RFIs and submittals ..... 8,200 TOTAL ......... $68,000
1808
Proposal for Geotechnical Services During Construction
Richmond Main Library Renovation
325 Civil Center Plaza
Richmond, California
14 May 2025
750683800

It is difficult to estimate fees for construction, as they depend on many factors, including the construction schedule, weather, the amount of overlap between tasks, and the need for retesting. We have based our fee estimate on our knowledge of the project plans and our experience with similar projects, as a detailed contractor’s construction schedule is not yet available. We anticipate that our quarter-day site visits will average approximately two hours each, our half-day site visits will average approximately four hours each, and our full-day site visits will average about eight hours each, including travel time and time to prepare a daily field report.

We will coordinate our site visits with the contractor’s field superintendent to reduce charges to the project. If additional or less time is required in the field, our fee will be adjusted accordingly.

Our budget for consultation, meetings, and review and response to RFIs and submittals assumes 20 hours for our Senior Staff Engineer, 12 hours for our Associate Principal, and 4 hours for our Managing Principal. Project costs will be monitored, and you will be notified if a budget revision becomes necessary.

AUTHORIZATION TO PROCEED
We appreciate the opportunity to present this proposal and to be a continuing part of the project.

If you would like to proceed, please provide an amendment to our agreement as your authorization for us to perform the described services.

If you have any questions or need any additional information, please contact us.

Sincerely,
Langan CA, Inc.

For
Elena M. Ayers, GE #2916 Lori A. Simpson, GE #2369
Associate Principal Managing Principal
Attachment: 2025 Schedule of Fees and Conditions for Public Projects 750683800.02 Proposal for Geo Services_Richmond Main Library Upgrade 1809

SCHEDULE OF FEES AND CONDITIONS
Effective 1 January 2025

BILLING CATEGORY
HOURLY

BILLING RATE
Technician 140
Staff Personnel 150
Senior Staff Personnel 165
Project Personnel 185
Senior Project Personnel 220
Associate / Senior Associate 300
Associate Principal / Principal 300
Senior Principal / Managing Principal 325
Sr. Consultant 300
- At any level, personnel may be engineers, geologists, hydrogeologists, landscape architects, regulatory specialists, scientists, planners, toxicologists, wetland specialists, etc.
- Litigation-related services, including expert testimony, court appearances, depositions, etc. are billed at 1.5 times the above rates. The services will be billed at a minimum of 4 hours for up to one-half day and a minimum of 8 hours for services over 4hours. - Langan reserves the right to make adjustments for individuals within these classifications as may be necessary by reason of promotion, and to increase our hourly billing rates due to annual salary increases.

CONSULTANT EQUIPMENT RENTAL RATES
Automobiles, Vans, and Small Trucks (travel time plus time on site) $26.25 per hour/$220 per day. Nuclear Moisture-Density Gauge $16.20 per hour

COMPUTER SERVICES
Our in-house computer usage is billed on a time used basis at the following rates: Rate per Hour CADD, GIS and Terrain Modeling Programs $30
Engineering Programs/Digitizing $25

SURVEYING SERVICES
See survey-specific Schedule of Fees and Conditions

SUBCONTRACTOR/SUBCONSULTANT COSTS
All subcontracted services including lab tests and analyses, borings, test pits, report reproduction, outside computer services, surveying, etc., will be billed at cost plus 10%.

REIMBURSABLE EXPENSES

PROFESSIONAL LIABILITY AND RELATED INSURANCE
A surcharge of 4% will be added to the invoice total to cover the cost of Professional Liability Insurance and related costs of insurance.

IN-HOUSE LABORATORY TESTS
Laboratory testing will be billed at unit rates depending on the type of test. A schedule of unit prices for standard laboratory tests will be furnished upon request. Engineering soil and/or rock samples will be stored for 90 days without charge and will be discarded, or returned to the client, unless otherwise requested by the client. Sample storage past 90 days will be billed at $10.00 per box per month.

HEALTH AND SAFETY AND OTHER SPECIAL FIELD EQUIPMENT
Special equipment such as nuclear densitometers, seismographs, load test equipment, surveying equipment, disposable protective equipment, and respirator cartridges will be billed on a daily rate. PID's and similar safety and/or monitoring equipment will be billed on daily, weekly or monthly rates.

A rate schedule will be provided upon request.

OTHER EXPENSES
All expenses incurred for special supplies, plan reproduction, long distance communications, travel and subsistence and other project related expenses will be billed at cost plus 10%. Car mileage is billed at current IRS rates.

PREVAILING WAGE
If applicable, prevailing wage premium will be added to the rates stated above.

TERMS
Invoices are payable within 30 days. Service charge of 1.5% /mo. will be imposed on all bills not paid w/in 30 days. If a bill remains unpaid after 60 days, we will discontinue our work until payments are received to bring your account current. We reserve the right to terminate an account without notice for non-payment.
1-2025 Bay Area Rates_Public
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2025 Richmond Main Library Air Monitoring Quote 1 www.qaconsul�ng-llc.com

ENVIRONMENTAL CONSULTING

SERVICES PROPOSAL
Richmond Main Library Renovation Project
Submitted To:

Chris Noll
Noll & Tam Architects
729 Heinz Avenue #7
Berkeley, CA 94710
Submitted By:

Q & A Consulting LLC
One Sansome Street, Floor 35
San Francisco, CA 94104
Date: July 31, 2025
Project: Richmond Main Library Renovation

EXECUTIVE SUMMARY
Q & A Consulting LLC is pleased to submit this proposal for comprehensive environmental consulting services for the Richmond Main Library renovation project. As an environmental consulting firm, we specialize in hazardous materials abatement oversight, air quality monitoring, and regulatory compliance services throughout the San Francisco Bay Area.

REGULATORY FRAMEWORK
This project will be conducted in accordance with applicable federal, state, and local regulations, including:
• Bay Area Air Quality Management District (BAAQMD) regulations for asbestos emissions control
• California Occupational Safety and Health Administration (Cal/OSHA) standards for construction safety and hazardous materials exposure • Environmental Protection Agency (EPA) National Emission Standards for Hazardous Air Pollutants (NESHAP)
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2025 Richmond Main Library Air Monitoring Quote 2 www.qaconsul�ng-llc.com • California Code of Regulations Title 8 - Construction Safety Orders • Local building and environmental codes

SCOPE OF SERVICES
TASK 1: WORK PLAN REVIEW AND APPROVAL
Fixed Fee: $2,800.00
Q & A Consulting LLC will review and provide comprehensive comments on the General Contractor's submitted Hazardous Materials Work plan and Disposal Plan. Our review will evaluate:
• Abatement sequencing and integration with construction phases • Worker protection protocols and safety procedure adequacy • Containment and isolation requirement compliance
• Air monitoring protocols and acceptance criteria validation • Waste disposal procedures and documentation compliance • Quality control measures and inspection checkpoint verification • Coordination protocols with general contractor activities • Regulatory compliance and permitting requirements
Q & A Consulting LLC will provide detailed written comments and recommendations for any necessary revisions. The GC will be required to address all comments and resubmit until the plan meets all regulatory and project requirements for final approval.

Deliverable: Written review comments and final approval of the GC's Hazardous Materials Workplan and Disposal Plan.

TASK 2A: ASBESTOS ABATEMENT OVERSIGHT AND AIR MONITORING Rate: $1,350.00 per 8 to 10 hour shift (7:00 AM start time) Our licensed environmental technicians will provide comprehensive on-site oversight during all abatement activities. Services include:

Daily Oversight Activities:
• Inspection of critical barriers and containment systems • Verification of negative air pressure systems and HEPA filtration • Setup and operation of perimeter air monitoring pumps 1812
2025 Richmond Main Library Air Monitoring Quote 3 www.qaconsul�ng-llc.com • Continuous monitoring to ensure no hazardous fibers escape containment • Documentation of all abatement activities in daily logs • Real-time communication with project management team
• Immediate notification of any containment breaches or safety concerns Air Monitoring Program:
• Perimeter air sampling around containment areas
• Background/upwind monitoring for baseline comparison
• Chain of custody procedures for all samples
• Laboratory analysis with 24-hour turnaround time
• Data interpretation and compliance verification
TASK 2B: PROJECT DURATION ESTIMATE
Estimated Duration: 20 shifts
Estimated Cost: $27,000.00
Note: This estimate is based on 20 shifts for planning, proposal and budgeting purposes. The actual number of shifts will be adjusted once the abatement contractor is selected and conducts their site walkthrough. Final costs will be based on confirmed shift requirements from the selected contractor's proposal.

Reoccupancy Clearance Testing: 3 shifts
Cost: $1,350.00 per clearance shift
(3 shifts is an estimate)
Comprehensive clearance testing includes:
• Final visual inspection of all abated areas
• Clearance air sampling per regulatory requirements
• Laboratory analysis of clearance samples
• Preparation of clearance documentation
• Regulatory submittal coordination
TASK 3: FINAL REPORTING, CIH OVERSIGHT AND PROJECT

MONITORING
Fixed Fee: $5,000.00
Combined final report preparation and Certified Industrial Hygienist oversight and technical review throughout project duration. Preparation of comprehensive final report including:
1813
2025 Richmond Main Library Air Monitoring Quote 4 www.qaconsul�ng-llc.com • Executive summary of all abatement activities
• Complete documentation of monitoring results
• Weekly project updates
• Meetings with the construction team
• Regulatory compliance verification
• Photographic documentation
• Laboratory analytical results compilation
• Recommendations for ongoing maintenance
• Digital archive of all project documentation

TOTAL PROJECT COST ESTIMATE
Task Description Estimated
Cost
Task 1 Work Plan Review and Approval $2,800.00
Task 2A Abatement Oversight (20 shifts) $27,000.00
Task 2B Clearance Testing (3 shifts) $4,050.00
Task 3 Final Report, CIH Oversight & Project
Monitoring $5,000.00

TOTAL ESTIMATED PROJECT
COST $38,850.00
Final costs will be adjusted based on actual shift requirements confirmed by selected abatement contractor.

QUALIFICATIONS
• Licensed environmental professionals with extensive Bay Area experience • Certified minority-owned business enterprise
• Comprehensive general liability and professional liability insurance • Established relationships with AIHA-accredited analytical laboratories • Proven track record with municipal and institutional projects • Local knowledge of San Francisco Bay Area regulatory requirements

TERMS AND CONDITIONS
• Proposal Validity: 45 days from submission date
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2025 Richmond Main Library Air Monitoring Quote 5 www.qaconsul�ng-llc.com • Payment Terms: Net 30 days from invoice date
• Insurance: Certificate of insurance provided upon contract execution • Scheduling: 48-hour notice required for mobilization
• Emergency Response: Available with 4-hour notice at standard rates

NEXT STEPS
Upon acceptance of this proposal, Q & A Consulting LLC will:

1. Execute professional services agreement

2. Coordinate with selected abatement contractor for final shift scheduling

3. Submit updated cost estimate based on confirmed scope

4. Begin work plan specification development

5. Mobilize for oversight services per project schedule We appreciate the opportunity to support this important community infrastructure project and look forward to working with Noll & Tam Architects to ensure safe, compliant, and successful completion of the hazardous materials abatement work.

Respectfully submitted,
Que Alicea, IH, CSM
Founder
Q & A Consulting LLC
Phone: 415-755-5557
Email: [email protected]
1815

December 16, 2025
Public Works
DATE: December 16, 2025
TO: Mayor Martinez and Members of the City Council
FROM: Daniel Chavarria, PE, Director of Public Works
Robert Armijo, PE, Deputy Director of Public Works / City Engineer, Bradley Harms, Environmental Manager
Subject: Contract with SewerAI Corp for Stormwater and
Wasterwater Inspection and Data Management Services
FINANCIAL IMPACT: Total cost for the this expenditure will not exceed $445,770, over three years. All costs will be funded by the Sewer Enterprise Fund, with no impact on the
General Fund. Adequate appropriations exist in the
current fiscal year budget to support the Year-1 expenses of $295,000 and the planned ongoing annual subscription costs of $75,000 in future years. (Account String: 4003 40322931-400708-01U10).

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

The City maintains extensive sanitary sewer and storm
drainage systems that require reliable inspection data to support regulatory compliance, asset management, and
long-term capital planning. The City’s historical closed circuit television (CCTV) inspection records are dispersed across multiple formats and databases, limiting staff’s ability to efficiently assess system condition and develop prioritized rehabilitation strategies. A unified inspection data platform is needed to consolidate these records,
standardize future inspection workflows, and support
system-wide asset-management activities. City staff is
requesting City Council approval of a Professional
Services Agreement with SewerAI Corp. to implement
AGENDA
REPORT
1816

December 16, 2025
this platform and to migrate the City’s existing CCTV
archive into a single accessible repository.

RECOMMENDED ACTION: ADOPT a resolution to APPROVE a contract with SewerAI Corp for inspection and data management
services of the wastewater and stormwater programs,
including consolidation of the City’s historical CCTV
inspection library and implementation of the PIONEER®
platform, for a three-year term from December 16, 2025, through December 15, 2028, with two optional one-year
extensions, and AUTHORIZE the City Manager or their
designee to execute the contract - Public Works
Department (Bradley Harms 307-8094/Robert Armijo
620-5477).

DISCUSSION:

City staff is recommending approval of a Professional Services Agreement (PSA) with SewerAI Corp. to support the City’s wastewater and stormwater inspection program through deployment of the PIONEER® cloud-based inspection data platform and associated professional services. The agreement would establish a three-year base term, with two additional one-year optional extensions at the City’s discretion.

The City operates extensive sanitary sewer and storm drainage collection systems that require ongoing condition assessment, maintenance planning, and rehabilitation programming. State regulatory frameworks—including the State Water Resources Control Board’s Waste Discharge Requirements for Sanitary Sewer Systems (SSS WDR), Sanitary Sewer Management Plan (SSMP) requirements, and the City’s NPDES Municipal Stormwater Permit—require agencies to maintain current system-condition information, document inspection practices, identify risk-prioritized repair needs, and develop long-term capital improvement strategies. Meeting these expectations requires reliable access to consistent, standardized inspection data.

Over the past decade, the City has accumulated a substantial closed-circuit television (CCTV) inspection library across both sewer and storm assets, but these records are dispersed across multiple contractors, formats, and storage locations. This fragmentation prevents staff from evaluating system conditions efficiently, integrating inspection data with GIS, developing risk-based prioritization, or producing the analyses needed to support compliance audits and long-term capital planning. City staff reviewed technology platforms capable of consolidating, migrating, and standardizing large volumes of CCTV data and determined that the PIONEER® platform provides the most comprehensive and scalable solution for the City’s needs.

Under the proposed agreement, the vendor will migrate the City’s historical CCTV archive—estimated at up to 12 terabytes—and consolidate several legacy databases into a unified inspection repository. Once consolidated, City staff will be able to access, 1817

December 16, 2025
review, and update inspections through a single system that supports Pipeline Assessment Certification Program (PACP), Lateral Assessment Certification Program (LACP), and Manhole Assessment Certification Program (MACP) standards; provides tools for quality assurance; and allows engineers to identify structural deficiencies, maintenance needs, and high-risk pipeline segments. The platform will also support consistent processing of newly collected inspections, ensuring that future data remains usable for asset management, compliance documentation, and capital planning purposes.

This effort aligns with the City’s broader asset-management objectives and will enable Staff to improve service delivery, reduce uncertainty in system condition forecasting, and better support regulatory compliance. Consolidating the City’s inspection data into a single platform is a critical step toward developing a reliable, data-driven foundation for pipeline maintenance and capital rehabilitation programming.

The City is eligible to procure these services through the HGACBuy cooperative purchasing program (Contract No. SC06-24), which provides competitively bid pricing for inspection data management services and related support (Attachment 1).

Procurement is being completed under the City’s cooperative purchasing and piggyback authority in Chapter 2.52 of the Richmond Municipal Code (Attachment 2). City staff reviewed HGACBuy Contract No. SC06-24 and confirmed that it was awarded through a competitive solicitation that meets or exceeds the City’s procurement requirements.

City staff further determined that the scope, pricing, and term of the proposed agreement are consistent with the cooperative contract, and that no local vendors offer equivalent services at competitive rates.

City staff recommends that the City Council adopt a resolution approving a three-year contract with SewerAI Corp, with two optional one-year extensions, for wastewater and stormwater inspection and data management services, including consolidation of the City’s CCTV inspection library and deployment of the PIONEER® platform, and authorize the City Manager or designee to execute the agreement (Attachment 3 and 4). The agreement will follow the City’s standard PSA structure, including a three-year base term with two optional one-year extensions at the City’s discretion. Approval of this contract will allow the City to modernize its inspection data management practices, improve system-wide visibility into asset conditions, and support long-term capital planning and regulatory compliance
DOCUMENTS ATTACHED:

Attachment 1 – HGACBuy Contract SC06-24 (Executed)
Attachment 2 – Piggyback Form
Attachment 3 – Resolution Authorizing the City Manager to Execute a Professional Services Agreement with SewerAI Corp
Attachment 4 – Professional Services Agreement
1818
H-GAC
Houston-Galveston Area Council
P.O. Box 22777 · 3555 Timmons · Houston, Texas 77227-2777 Cooperative Agreement - Contract - Sewerai Corporation - Public Services - ID: 12587 - SC06-24

MASTER GENERAL PROVISIONS
This Master Agreement is made and entered into, by and between the Houston-Galveston Area Council hereinafter referred to as H-GAC having its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027 and Sewerai Corporation, hereinafter referred to as the Contractor, having its principal place of business at 2815 Mitchell Drive, Suite 215, Walnut Creek, CA 94598.

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 HGAC in performance of the Master Agreement shall be construed as making the Contractor the agent, servant, or employee of H-GAC, the State of Texas, or the United States Government. Employees of the Contractor are DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1819

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

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

ARTICLE 6: SUSPENSION AND DEBARMENT
Debarment and Suspension (Executive Orders 12549 and 12689) – A contract award (2 CFR 180.220) must not be made to parties listed on the government-wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1966 Comp. p. 189) and 12689 (3 CFR Part 1989 Comp. p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

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

ARTICLE 7: GOAL FOR CONTRACTING WITH SMALL AND MINORITY BUSINESSES, WOMEN’S BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS (if subcontracts are to be let) H-GAC’s goal is to assure that small and minority businesses, women's business enterprises, and labor surplus area firms are used when possible in providing services under a contract. In accordance with federal procurements requirements of 2 CFR §200.321, if subcontracts are to be let, the prime contractor must take the affirmative steps listed below:

1. Placing qualified small and minority businesses and women’s business enterprises on solicitation lists;

2. Assuring that small and minority businesses and women’s business enterprises are solicited whenever they are potential sources;

3. Dividing total requirements, when economically feasible, into smaller task or quantities to permit maximum participation by small and minority businesses, and women’s business enterprises;

4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women’s business enterprises;

5. Using the services and assistance as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce.

6. Nothing in this provision will be construed to require the utilization of any firm that is either unqualified or unavailable. The Small Business Administration (SBA) is the primary reference and database for information on requirements related to Federal Subcontracting https://www.sba.gov/federal-contracting/contracting-guide/primesubcontracting NOTE: The term DBE as used in this solicitation is understood to encompass all programs/business enterprises such as: Small Disadvantaged Business (SDB), Historically Underutilized Business (HUB), Minority Owned Business Enterprise (MBE), Women Owned Business Enterprise (WBE) and Disabled Veteran Business Enterprise (DVBE) or other designation as issued by a certifying agency.

Contractor agrees to work with and assist HGACBuy customer in meeting any DBE targets and goals, as may be required by any rules, processes, or programs they might have in place. Assistance may include compliance with reporting requirements, provision of documentation, consideration of Certified/Listed subcontractors, provision of documented evidence that an active participatory role for a DBE entity was DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1820

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 Jun 01 2024 and ends May 31 2028. All services under this Master Agreement must be rendered within this performance period, unless directly specified under a written change or extension provisioned under Article 21, which shall be fully executed by both parties to this Master Agreement.

ARTICLE 10: PAYMENT OR FUNDING
Payment provisions under this Master Agreement are outlined in the Special Provisions. H-GAC will not pay for any expenses incurred prior to the execution date of a contract, or any expenses incurred after the termination date of the contract.

ARTICLE 11: PAYMENT FOR WORK
The H-GAC Customer is responsible for making payment to the Contractor upon delivery and acceptance of the goods or completion of the services and submission of the subsequent invoice.

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 DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1821

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

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

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

ARTICLE 19: RETENTION OF RECORDS
The Contractor and its subcontractors shall maintain all records pertinent to this Master Agreement, and all other financial, statistical, property, participant records, and supporting documentation for a period of no less than seven (7) years from the later of the date of acceptance of the final payment or until all audit findings have been resolved.

If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the retention period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the seven (7) years, whichever is later, and until any outstanding litigation, audit, or claim has been fully resolved.

ARTICLE 20: DISTRIBUTORS, VENDORS, RESELLERS
Contractor agrees and acknowledges that any such designations of distributors, vendors, resellers or the like are for the convenience of the Contractor only and the awarded Contractor will remain responsible and liable for all obligations under the Contract and the performance of any designated distributor, vendor, reseller, etc. Contractor is also responsible for receiving and processing any Customer purchase order in accordance with the Contract and forwarding of the Purchase Order to the designated distributor, vendor, reseller, etc. to complete the sale or service.

H-GAC reserves the right to reject any entity acting on the Contractor’s behalf or refuse to add entities after a contract is awarded.

ARTICLE 21: CHANGE ORDERS AND AMENDMENTS
A. Any alterations, additions, or deletions to the terms of this Master Agreement, which are required by changes in federal or state law or by regulations, are automatically incorporated without written amendment hereto, and shall become effective on the date designated by such law or by regulation.

B. To ensure the legal and effective performance of this Master Agreement, both parties agree that any amendment that affects the performance under this Master Agreement must be mutually agreed upon and DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1822

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 DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1823

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, [email protected].

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 DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1824

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 DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1825

Contractor to complete the Purchase Order. If Contractor is unable to do so, Contractor may be subject to a claim for damages from H-GAC and/or the End User.

ARTICLE 30: SEVERABILITY
H-GAC and Contractor agree that should any provision of this Master Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Master Agreement, which shall continue in full force and effect.

ARTICLE 31: FORCE MAJEURE
To the extent that either party to this Master Agreement shall be wholly or partially prevented from the performance of any obligation or duty placed on such party by reason of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause reasonably beyond the party's control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed. Determination of force majeure shall rest solely with H-GAC.

ARTICLE 32: CONFLICT OF INTEREST
No officer, member or employee of the Contractor or Contractors subcontractor, no member of the governing body of the Contractor, and no other public officials of the Contractor who exercise any functions or responsibilities in the review or Contractor approval of this Master Agreement, shall participate in any decision relating to this Master Agreement which affects his or her personal interest, or shall have any personal or pecuniary interest, direct or indirect, in this Master Agreement.

A. Conflict of Interest Questionnaire: Chapter 176 of the Texas Local Government Code requires contractors contracting or seeking to contract with H-GAC to file a conflict-of-interest questionnaire (CIQ) if they have an employment or other business relationship with an H-GAC officer or an officer’s close family member.

The required questionnaire and instructions are located on the H-GAC website or at the Texas Ethics Commission website https://www.ethics.state.tx.us/forms/CIQ.pdf. H-GAC officers include its Board of Directors and Executive Director, who are listed on this website. Respondent must complete and file a CIQ with the Texas Ethics Commission if an employment or business relationship with H-GAC office or an officer’s close family member as defined in the law exists.

B. Certificate of Interested Parties Form – Form 1295: As required by Section 2252.908 of the Texas Government Code. H-GAC will not enter a Contract with Contractor unless (i) the Contractor submits a disclosure of interested parties form to H-GAC at the time the Contractor submits the contract H-GAC, or (ii) the Contractor is exempt from such requirement. The required form and instructions are located at the Texas Ethics Commission website https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm.

Respondents who are awarded a Contract must submit their Form 1295 with the signed Contract to H-GAC.

ARTICLE 33: FEDERAL COMPLIANCE
Contractor agrees to comply with all federal statutes relating to nondiscrimination, labor standards, and environmental compliance. With regards to “Rights to Inventions Made Under a Contract or Master Agreement,” If the Federal award meets the definition of “funding Master Agreement” under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding Master Agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Master Agreements,” and any implementing regulations issued by the awarding agency. Contractor agrees to be wholly compliant with the provisions of 2 CFR 200, Appendix II.

Additionally, for work to be performed under the Master Agreement or subcontract thereof, including procurement of materials or leases of equipment, Contractor shall notify each potential subcontractor or supplier of the Contractor's federal compliance obligations. These may include, but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) the Fair Labor Standards Act of 1938 (29 USC 676 et. seq.), (d) DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1826

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; (j) any other nondiscrimination provisions in any specific statute(s) applicable to any Federal funding for this Master Agreement; (k) the requirements of any other nondiscrimination statute(s) which may apply to this Master Agreement; (l) applicable provisions of the Clean Air Act (42 U.S.C. §7401 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. §1251 et seq.), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations at 40 CPR Part 15; (m) applicable provisions of the Davis- Bacon Act (40 U.S.C. 276a - 276a7), 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 DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1827

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 DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1828

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.

DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1829

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.gov) with current information (other than any requirement that is not applicable because the entity is exempted under § 25.110). 2 CFR 25.200(b) requires that registration in the SAM prior to submitting an application or plan; and maintain an active SAM registration with current information, including information on a recipient's immediate and highest level owner and subsidiaries, as well as on all predecessors that have been awarded a Federal contract or grant within the last three years, if applicable, at all times during which it has an active Federal award or an application or plan under consideration by a Federal awarding agency; and provide its unique entity identifier in each application or plan it submits to the Federal awarding agency. To remain registered in the SAM database after the initial registration, the applicant is required to review and update its information in the SAM database on an annual basis from the date of initial registration or subsequent updates to ensure it is current, accurate and complete. At the time a Federal awarding agency is ready to make a Federal award, if the intended recipient has not complied with an applicable requirement to provide a unique entity identifier or maintain an active SAM registration with current information, the Federal awarding agency: (1) May determine that the applicant is not qualified to receive a Federal award; and (2) May use that determination as a basis for making a Federal award to another applicant.

ARTICLE 53: PROCUREMENT OF RECOVERED MATERIALS
In accordance with 2 CFR 200.323, the Houston-Galveston Area Council and the Contractor or Subrecipient must DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1830

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:

Sewerai Corporation
Signature $docusign:SignHere::Customer1
Name William J Gilmartin, IV

Title CRO
Date $docusign:DateSigned::Customer1
H-GAC
Signature $docusign:SignHere::InternalSigner
Name Chuck Wemple
Title Executive Director
Date $docusign:DateSigned::InternalSigner
DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 5/20/2024 5/20/2024
1831
H-GAC
Houston-Galveston Area Council
P.O. Box 22777 · 3555 Timmons · Houston, Texas 77227-2777 Cooperative Agreement - Contract - Sewerai Corporation - Public Services - ID: 12587

MASTER SPECIAL PROVISIONS
Please note, this is an H-GAC Master Agreement template and is used for all products and services offered in H-GAC Cooperative Purchasing. Any redlines to this Master Agreement may not be reviewed.

Incorporated by attachment, as part of the whole Master Agreement, H-GAC and the Contractor do, hereby agree to the Master Special Provisions as follows:

ARTICLE 1: BIDS/PROPOSALS INCORPORATED
In addition to the whole Master Agreement, the following documents listed in order of priority are incorporated into the Master Agreement by reference: Bid/Proposal Specifications and Contractor’s Response to the Bid/Proposal.

ARTICLE 2: END USER MASTER AGREEMENTS (“EUA”)
H-GAC acknowledges that the END USER, which is the HGACBuy customer utilizing the contract (CUSTOMER and END USER may be used interchangeably) may choose to enter into an End User Master Agreement (EUA) with the Contractor through this Master Agreement. A CUSTOMER/END USER is a state agency, county, municipality, special district, or other political subdivision of a state, or a qualifying non-profit corporation (providing one or more governmental function or service that possess legal authority to enter into the Contract. The term of the EUA may exceed the term of the current H-GAC Master Agreement.

H-GAC’s acknowledgement is not an endorsement or approval of the End User Master Agreement’s terms and conditions. Contractor agrees not to offer, agree to or accept from the CUSTOMER/END USER, any terms or conditions that conflict with those in Contractor’s Master Agreement with H-GAC. Contractor affirms that termination of its Master Agreement with H-GAC for any reason shall not result in the termination of any underlying EUA, which shall in each instance, continue pursuant to the EUA’s stated terms and duration.

Pursuant to the terms of this Master Agreement, termination of this Master Agreement will disallow the Contractor from entering into any new EUA with CUSTOMER/END USER. Applicable H-GAC order processing charges will be due and payable to H-GAC on any EUAs, surviving termination of this Master Agreement between H-GAC and Contractor.

ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE
Contractor shall provide its most favorable pricing and terms to H-GAC. If at any time during this Master Agreement, Contractor develops a regularly followed standard procedure of entering into Master Agreements with other governmental customers within the State of Texas, and offers the same or substantially the same products/services offered to H-GAC on a basis that provides prices, warranties, benefits, and or terms more favorable than those provided to H-GAC, Contractor shall notify H-GAC within ten (10) business days thereafter, and this Master Agreement shall be deemed to be automatically retroactively amended, to the effective date of Contractor’s most favorable past Master Agreement with another entity. Contractor shall provide the same prices, warranties, benefits, or terms to H-GAC and its CUSTOMER/END USER as provided in its most favorable past Master Agreement. H-GAC shall have the right and option at any time to decline to accept any such change, in which case the amendment shall be deemed null and void. If Contractor claims that a more favorable price, warranty, benefit, or term that was charged or offered to another entity during the term of this Master Agreement, does not constitute more favorable treatment, than Contractor shall, within ten (10) business days, notify H-GAC in writing, setting forth the detailed reasons Contractor believes the aforesaid DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1832

offer is not in fact most favored treatment. H-GAC, after due consideration of Contractor’s written explanation, may decline to accept such explanation and thereupon this Master Agreement between H-GAC and Contractor shall be automatically amended, effective retroactively, to the effective date of the most favored Master Agreement, to provide the same prices, warranties, benefits, or terms to H-GAC and the CUSTOMER/END USER.

EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder, proposer, or contractor, which are not within bidder's/proposer’s control [example; a manufacturer's bid concession], or to any prices offered to the Federal Government and its agencies.

ARTICLE 4: PARTY LIABILITY
Contractor’s total liability under this Master Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to the price of the particular products/services sold hereunder.

Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted.

Contractor accepts liability to repay, and shall repay upon demand to CUSTOMER/END USER, any amounts determined by H-GAC, its independent auditors, or any state or federal agency, to have been paid in violation of the terms of this Master Agreement.

ARTICLE 5: GOVERNING LAW & VENUE
Contractor and H-GAC agree that Contractor will make every reasonable effort to resolve disputes with the CUSTOMER/END USER in accord with the law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such disputes.

ARTICLE 6: SALES AND ORDER PROCESSING CHARGE
Contractor shall sell its products to CUSTOMER/END USER based on the pricing and terms of this Master Agreement. H-GAC will invoice Contractor for the applicable order processing charge when H-GAC receives notification of a CUSTOMER/END USER order. Contractor shall remit to H-GAC the full amount of the applicable order processing charge, after delivery of any product or service and subsequent CUSTOMER/END USER acceptance. Payment of the Order Processing Charge shall be remitted from Contractor to H-GAC, within thirty (30) calendar days or ten (10) business days after receipt of a CUSTOMER/END USER’s payment, whichever comes first, notwithstanding Contractor’s receipt of invoice. For sales made by Contractor based on this Master Agreement, including sales to entities without Interlocal Master Agreements, Contractor shall pay the applicable order processing charges to H-GAC. Further, Contractor agrees to encourage entities who are not members of H-GAC’s Cooperative Purchasing Program to execute an H-GAC Interlocal Master Agreement. H-GAC reserves the right to take appropriate actions including, but not limited to, Master Agreement termination if Contractor fails to promptly remit the appropriate order processing charge to H-GAC.

In no event shall H-GAC have any liability to Contractor for any goods or services a CUSTOMER/END USER procures from Contractor. At all times, Contractor shall remain liable to pay to H-GAC any order processing charges on any portion of the Master Agreement actually performed, and for which compensation was received by Contractor.

ARTICLE 7: LIQUIDATED DAMAGES
Contractor and H-GAC agree that Contractor shall cooperate with the CUSTOMER/END USER at the time a CUSTOMER/END USER purchase order is placed, to determine terms for any liquidated damages.

ARTICLE 8: INSURANCE
Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the following insurance and coverage minimums:

DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1833

a. General liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit. b. Product liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit for all Products except Automotive Fire Apparatus. For Automotive Fire Apparatus, see Section B of the Bid/Proposal Specifications. c. Property Damage or Destruction insurance is required for coverage of End User owned equipment while in Contractor's possession, custody, or control. The minimum Single Occurrence limit is $500,000.00 and the General Aggregate limit must be at least two times the Single Occurrence limit. This insurance may be carried in several ways, e.g. under an Inland Marine policy, as art of Automobile coverage, or under a Garage Keepers policy. In any event, this coverage must be specifically and clearly listed on insurance certificate(s) submitted to H-GAC.
d. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal, and for any extensions thereof, plus the number of days/months required to deliver any outstanding order after the close of the contract period.
e. Original Insurance Certificates must be furnished to H-GAC on request, showing Contractor as the insured and showing coverage and limits for the insurances listed above. f. If any Product(s) or Service(s) will be provided by parties other than Contractor, all such parties are required to carry the minimum insurance coverages specified herein, and if requested by H-GAC, a separate insurance certificate must be submitted for each such party. g. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and document accuracy.

ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS H-GAC’s contractual requirements DO NOT include a Performance & Payment Bond (PPB); therefore, Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to cover any order if so requested by the CUSTOMER/END USER. Contractor shall quote a price to CUSTOMER/END USER for provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days of receipt of CUSTOMER/END USER's purchase order.

ARTICLE 10: ORDER PROCESSING CHARGE
H-GAC will apply an Order Processing Charge for each sale done through the H-GAC contract, with the exception of orders for motor vehicles. Any pricing submitted must include this charge amount per the most current H-GAC schedule. For motor vehicle orders, the Processing Charge is paid by the CUSTOMER/END USER. Contractor will need to refer to the solicitation for the Order Processing Charge.

ARTICLE 11: CHANGE OF STATUS
Contractor shall immediately notify H-GAC, in writing, of ANY change in ownership, control, dealership/franchisee status, Motor Vehicle license status, or name. Contractor shall offer written guidance to advise H-GAC if this Master Agreement shall be affected in any way by such change. H-GAC shall have the right to determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and including cancellation of Master Agreement.

ARTICLE 12: REQUIREMENTS TO APPLICABLE PHYSICAL GOODS
In the case of physical goods (e.g. equipment, material, supplies, as opposed to services), all Products offered must comply with any applicable provisions of the Texas Business and Commerce Code, Title 1, Chapter 2 and with at least the following:

DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1834

a. Be new, unused, and not refurbished.
b. Not be a prototype as the general design, operation, and performance. This requirement is NOT meant to preclude the Contractor from offering new models or configurations which incorporate improvements in a current design or add functionality, but in which new model or configuration may be new to the marketplace.
c. Include all accessories which may or may not be specifically mentioned in the Master Agreement, but which are normally furnished or necessary to make the Product ready for its intended use upon delivery.

Such accessories shall be assembled, installed, and adjusted to allow continuous operation of Product at time of delivery.
d. Have assemblies, sub-assemblies and component parts that are standard and interchangeable throughout the entire quantity of a Product as may be purchased simultaneously by any END USER/CUSTOMER. e. Be designed and constructed using current industry accepted engineering and safety practices, and materials.
f. Be available for inspection at any time prior to or after procurement.

ARTICLE 13: TEXAS MOTOR VEHICLE BOARD LICENSING
All Contractors that deal in motor vehicles shall maintain current licenses that are required by the Texas Motor Vehicle Commission Code. If at any time during this Master Agreement term, any required Contractor license is denied, revoked, or not renewed, Contractor shall be in default of this Master Agreement, unless the Texas Motor Vehicle Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor Vehicle Board documentation to H-GAC upon request.

ARTICLE 14: INSPECTION/TESTING
All Products sold pursuant to this Master Agreement will be subject to inspection/testing by or at the direction of H-GAC and/or the ordering CUSTOMER/END USER, either at the delivery destination or the place of manufacture. In the event a Product fails to meet or exceed all requirements of this Master Agreement, and unless otherwise agreed in advance, the cost of any inspection and/or testing, will be the responsibility of the Contractor.

ARTICLE 15: ADDITIONAL REPORTING REQUIREMENTS
Contractor agrees to submit written quarterly reports to H-GAC detailing all transactions during the previous three (3) month period. Reports must include, but are not limited, to the following information:
a. CUSTOMER/END USER Name
b. Product/Service purchased, including Product Code if applicable c. Customer Purchase Order Number
d. Purchase Order Date
e. Product/Service dollar amount
f. HGACBuy Order Processing Charge amount
ARTICLE 16: BACKGROUND CHECKS
Cooperative customers may request background checks on any awarded contractor’s employees who will have direct contact with students, or for any other reason they so choose, any may require contractor to pay the cost of obtaining any background information requested by the CUSTOMER/END USER.

ARTICLE 17: PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL

CERTIFICATION
As required by Chapter 2271 of the Texas Local Government Code the Contractor must verify that it 1) does not boycott Israel; and 2) will not boycott Israel during the term of the Contract. Pursuant to Section 2271.001, Texas Government Code:

DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1835

1. “Boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and

2. “Company” means a for-profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit.

ARTICLE 18: NO EXCLUDED NATION OR TERRORIST ORGANIZATION CERTIFICATION As required by Chapter 2252 of the Texas Government Code the Contractor must certify that it is not a company engaged in active business operations with Sudan, Iran, or a foreign terrorist organization – specifically, any company identified on a list prepared and maintained by the Texas Comptroller under Texas Government Code §§806.051, 807.051, or 2252.153. (A company that the U.S. Government affirmatively declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or any federal sanctions regime relating to a foreign terrorist organization is not subject to the contract prohibition.) ARTICLE 19: PROHIBITION ON CONTRACTING WITH ENTITIES USING CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE EQUIPMENT (Effective Aug. 13, 2020 and as amended October 26, 2020)
Pursuant to 2 CFR 200.216, Contractor shall not offer equipment, services, or system that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. ‘‘Covered telecommunications equipment or services means 1) telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); 2) for the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); 3) telecommunications or video surveillance services provided by such entities or using such equipment; or 4) telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Contractor must comply with requirements for certifications. The provision at 48 C.F.R Section 52.204-26 requires that Contractors review SAM prior to completing their required representations. This rule applies to all acquisitions, including acquisitions at or below the simplified acquisition threshold and to acquisitions of commercial items, including commercially available off the-shelf items.

ARTICLE 20: BUY AMERICA ACT (National School Lunch Program and Breakfast Program) With respect to products purchased by CUSTOMER/END USER for use in the National School Lunch Program and/or National School Breakfast Program, Contractor shall comply with all federal procurement laws and regulations with respect to such programs, including the Buy American provisions set forth in 7 C.F.R. Part 210.21(d), to the extent applicable. Contractor agrees to provide all certifications required by CUSTOMER/END USER regarding such programs.

In the event Contractor or Contractor’s supplier(s) are unable or unwilling to certify compliance with the Buy American Provision, or the applicability of an exception to the Buy American provision, H-GAC CUSTOMER/END USER may decide not to purchase from Contractor. Additionally, H-GAC DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1836

CUSTOMER/END USER may require country of origin on all products and invoices submitted for payment by Contractor, and Contractor agrees to comply with any such requirement.

ARTICLE 21: BUY AMERICA REQUIREMENT (Applies only to Federally Funded Highway and Transit Projects)
With respect to products purchased by CUSTOMER/END USER for use in federally funded highway projects, Contractor shall comply with all federal procurement laws and regulations with respect to such projects, including the Buy American provisions set forth in 23 U.S.C. Section 313, 23 C.F.R. Section 635.410, as amended, and the Steel and Iron Preference provisions of Texas Transportation Code Section 223.045, to the extent applicable. Contractor agrees to provide all certifications required by CUSTOMER/END USER regarding such programs. With respect to products purchased by CUSTOMER/END USER for use in federally funded transit projects, Contractor shall comply with all federal procurement laws and regulations with respect to such projects, including the Buy American provisions set forth in 49 U.S.C. Section 5323(j)(1), 49 C.F.R.

Sections 661.6 or 661.12, to the extent applicable. Contractor agrees to provide all certifications required by CUSTOMER/END USER regarding such programs.

ARTICLE 22: DOMESTIC PREFERENCE
In accordance with 2 CFR 200.322, as appropriate and to the extent consistent with law, a CUSTOMER/END USER using federal grant award funds should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The CUSTOMER/END USER must include this requirement in all subawards including all contracts and purchase orders for work or products under the federal grant award. If Contractor intends to qualify for Purchase Orders using federal grant money, they shall work with the CUSTOMER/END USER to provide all required certifications and other documentation needed to show compliance.

ARTICLE 23: TITLE VI REQUIREMENTS
H-GAC in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any disadvantaged business enterprises will be afforded full and fair opportunity to submit in response to this Master Agreement and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.

ARTICLE 24: EQUAL EMPLOYMENT OPPORTUNITY
Except as otherwise provided under 41 CFR Part 60, all Contracts and CUSTOMER/END USER Purchase Orders that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 shall be deemed to include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., pg.339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41CFR Part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause provided under 41 CFR 60-1.4(b) is hereby incorporated by reference. Contractor agrees that such provision applies to any contract that meets the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 and agrees that it will comply with such provision.

ARTICLE 25: CLEAN AIR AND WATER POLLUTION CONTROL ACT
CUSTOMER/END USER Purchase Orders using federal funds must contain a provision that requires the Contractor to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1837

Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

Pursuant to the Federal Rule above, Contractor certifies that it is in compliance with all applicable provisions of the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387) and will remain in compliance during the term of the Contract.

ARTICLE 26: PREVAILING WAGE
Contractor and any potential subcontractors have a duty to and shall pay the prevailing wage rate under the Davis-Bacon Act, 40 U.S.C. 276a – 276a-5, as amended, and the regulations adopted thereunder contained in 29 C.F.R. pt. 1 and 5.

ARTICLE 27: CONTRACT WORK HOURS AND SAFETY STANDARDS
As per the Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708), where applicable, all CUSTOMER/END USER Purchase Orders in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer, on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

ARTICLE 28: PROFIT AS A SEPARATE ELEMENT OF PRICE
For purchases using federal funds more than the current Simplified Acquisition Threshold of $250,000, requires negotiation of profit as a separate element of the price. See, 2 CFR 200.324(b). Contractor agrees to provide information and negotiate regarding profit as a separate element of the price for the purchase. Contractor also agrees that the total price, including profit, charged by Contractor will not exceed the awarded pricing, including any applicable discount, under any awarded contract.

ARTICLE 29: BYRD ANTI-LOBBYING AMENDMENT
Byrd Anti-Lobbying Amendment (31U.S.C. 1352) – Contractors that apply or bid for an award exceeding $100,000 must file the required anti-lobbying certification. Each tier must certify to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier, up to the CUSTOMER/END USER. As applicable, Contractor agrees to file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 USC 1352). Contractor certifies that it is currently in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) and will continue to be in compliance throughout the term of the Contract and further certifies that:

1. No Federal appropriated funds have been paid or will be paid by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1838

with the awarding of a Federal contract, the making of a Federal Grant, the making of a Federal Loan, the entering into a cooperative Master Agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative Master Agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing, or attempting to influence, an officer or employee of a Member of Congress in connection with a Federal contract, grant, loan, or cooperative Master Agreement, Contractor shall complete and submit Standard Form – LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions.

3. Contractor shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative Master Agreements) and that all subcontractors shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certificate is a prerequisite for making or entering into this transaction imposed by Section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

ARTICLE 30: COMPLIANCE WITH EPA REGULATIONS APPLICABLE TO GRANTS,

SUBGRANTS, COOPERATIVE MASTER AGREEMENTS, AND CONTRACTS Contractor certifies compliance with all applicable standards, orders, regulations, and/or requirements issued pursuant to the Clean Air Act of 1970, as amended (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act, as amended (13 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR Part 15.

ARTICLE 31: COMPLIANCE WITH ENERGY POLICY AND CONSERVATION ACT Contractor certifies that Contractor will be in compliance with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871).

DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1839
Request For Proposal #SC06-24
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services 12 4. Specifications/Categories/Scope of Work
This is an indefinite quantity/indefinite delivery offerings contract – The HGACBuy Customer is responsible to ensure adequate competition is performed between the various contractors or contractors outside of HGACBuy to determine price reasonableness that might be required per any funding agency. Customer will need to ensure compliance with any funding agency requirements before proceeding with a purchase order under this contract. Please consult legal counsel regarding questions concerning compliance as a contractor under this solicitation.

4.1. Categories
This Solicitation is divided into ten (10) separate but related product categories (A-J). When submitting a response, Respondent may choose to submit a response to any of the categories or all of them. No additional weighted value will be assigned to a response that addresses more than one or all categories listed. All equipment must be the manufacturer’s new and current model and must be fully operational upon delivery to the Customer. Please note: awarded contracts for SC06-24 allow contractors to update their manufacturer pricing and product offerings at any time during the course of the four-year contract term.

Alternative Fuel Vehicles: All responses that include electric, hybrid, or other alternative fuel vehicles or equipment must list these vehicles in Category H. If that specific product is also available with an internal combustion engine (ICE), please list the ICE vehicle separately in the appropriate vehicle category. Category H should only include the alternative fuel vehicles, regardless of vehicle function or type.

Product categories are as follows:

A. Sewer/Storm Water/Pipeline Cleaners - Truck and Trailer mounted B. Jet Rodders - Truck and Trailer mounted
C. Hydro-Excavators - Truck and Trailer mounted
D. Sewer/Storm Water/Pipeline Inspection System - portable E. Sewer/Storm Water/Pipeline Inspection System Vans and Trailers F. Miscellaneous Sewer/Storm Water Cleaning Vehicles/Equipment G. Miscellaneous Sewer/Storm Water Cleaning Services
H. Electric/Alternative Fuel Sewer/Storm Water Cleaning, Hydro-Excavator, Inspection, or related vehicles
Response listings/descriptions must be organized by major sub-categories including Manufacturer, model, chassis, vehicle type, fuel/propulsion type, and function.

I. Sewer/Storm Water Cleaning and related vehicle Service/Maintenance Plans Response listings/descriptions must include plan details, including details about which fees are included in costs, and items such as labor rates, and fee structures.

DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1840
Request For Proposal #SC06-24
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services 13 J. Sewer/Storm Water Cleaning and related vehicle Parts and Supplies Response listing need only to include catalog name and percentage discount.

Please include in your response a complete listing or catalog of vehicle option packages, dealer options, and accessories separately. Please clearly indicate if the options are model or vehicle specific, or only available for specific models or vehicles. Options must be clearly identified as upgrades or downgrades and clearly show the net effect to the price of the base model. Please upload in Section 10.1.6 - no zip files can be accepted.

This solicitation does not include the following types of vehicles, which are included in other HGACBuy contracts:

Earth Moving and Construction Equipment (EM06-19),
Street Sweeping Equipment (SW04-20),
Grounds and Turf Equipment (GR01-20), or
Medium and Heavy Duty Trucks and Truck Bodies (HT06-21).

4.2. Manuals and Base Model Specs
A. Contractor must supply at the time of delivery, at least one complete owner's manual or complete operations and service documentation covering the completed vehicles as delivered and accepted.

B. Respondent must supply the following information with their response: Technical Specifications, Product Brochures, Tear Sheets, Cut Sheets, Strippers, etc. which clearly show all the standard features and capabilities of each base model on the response listing. Please upload in Section

10.1.5 - no zip files can be accepted.

4.3. Service / Maintenance Plans and Parts
All service/maintenance plan listings must clearly indicate the cost structure for such plans, including which costs and fees are included (ex: hourly labor rates, shop fees, supply fees, environmental fees).

4.4. Final Contract Deliverables
Contractor agrees to submit written quarterly reports to H-GAC detailing all transactions during the previous three (3) month period. Reports must include, but are not limited, to the following information:
• Customer Name and address
• HGACBuy confirmation number
• Product/Service purchased
• Customer Purchase Order Number
• Purchase Order Date
DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1841
Request For Proposal #SC06-24
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services 14 • Product/Service dollar amount
• HGACBuy Order Processing Charge amount
Reports must be provided to H-GAC in Excel or other acceptable electronic format by the 30th day of the month following the quarter being reported. If Contractor defaults in providing Products or Services reporting as required by the contract, recourse may be exercised through cancellation of the contract and other legal remedies as appropriate.

DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1842
Attachment A
Sewerai Corporation
Sewer/Storm Water, Hydro-Excavating Equipment and Related Services Contract No.: SC06-24
Manufacturer Model Item Description Offered List Price HGACBuy Discount
Category G - Miscellaneous Sewer/Storm Water Cleaning Services SewerAI Corporation
PIONEER by SewerAI
Administrator Inspector Seat¹ -
Annual
¹PIONEER Admin/Inspector Seat Login Permissions: Create & Distribute View-Mode Login Accounts & Permissions, Upload/Download Files,
Initiate AutoCode, Edit Files & Observations, Export to PDF, Export Videos & Databases, Create & Share Digital Submittals, Dynamic Queries
& Filters, Download CSV Lists, Engage in Review Tasks, View Data & ArcGIS Maps (if applicable), 1-Yr Agreement.
*Includes Unlimited Data Storage
*Includes Unlimited View-Mode Users: *PIONEER View-Mode Login Permissions: Dynamic Queries & Filters, Download CSV Lists, Download Individual PDFs, Engage in Review Tasks, View Data & ArcGIS Maps (if applicable), MH 3D Model Measurement $ 5% 12,000.00
SewerAI Corporation
PIONEER by SewerAI Optional
Additional Inspector Seat² -
Annual (Optional)
PIONEER Inspector Seat Login Permissions: Upload/Download Files, Initiate AutoCode™, Edit Files & Survey Observations, Export to PDF,
Export Videos and Databases, Create & Share Digital Submittals, Dynamic Quieries & Filters, Download CSV Lists, Engage in Review Tasks,
Receive-Accept-Download Digital Submittals, View Data & ArcGIS Maps (if applicable), 1- Year Agreement.
$ 5% 6,000.00
SewerAI Corporation On-Truck / Field Capture Data
Sync Seat - Annual (Optional)
Per Truck/Seat Field Inspection Capture Software
PIONEER On-Truck / Field Capture Data Sync Seat Login Permissions: Includes all ViewMode Permissions, Create new NASSCO PLMACP inspections in Desktop App, Record New or Append Existing Videos, Enter/Edit NASSCO Codes, Append Images, Sync Inspections to PIONEER Cloud, Populate Asset Info in NASSCO Survey Header fields from ArcGIS map (if applicable), Includes Install & Camera Equipment Calibration $ 5% 2,400.00
SewerAI Corporation
Sewer3D™ 3D MH Model
Rendering & Auto Component
Measurement
PIONEER’s Sewer3D™ technology harnesses photogrammetry in a cloud-computing environment to render 3D models, point-clouds, and CAD-integrated geometric data from consumer-available 360 “action cameras”. MH 3D Model Rendering, 3D Model Download (.GLB & .LAS), & 3D Model Measurement.
$ 5% 5.00
SewerAI Corporation QAI™ Quality Assurance
Inspection BASIC
*Includes verification of Survey Headers, validation of Operator NASSCO credentials, functioning distance counter, matching reversal (if survey abandoned), & video playback $ 5% 0.05 SewerAI Corporation QAI™ Quality Assurance
Inspection ADVANCED
*without NASSCO AutoCode assessment
*Optical quality analysis, NASSCO codes within allowable parameters, in-pipe camera speed <30 ft/min, custom survey headers
*Includes QAI Basic
$ 5% 0.10
SewerAI Corporation AUTOCODE™ MH MACP
SERVICES 1-1,500 Surveys
MACP LEVEL II Condition Assessment (per MH Survey) Pay-As-You-Go Annual Usage Pricing
*PIONEER¹ Admin Inspector Seat Required, with option to add additional PIONEER Inspector Seat²(s) provided above
*Includes Sewer3D™ 3D MH Model Rendering & Auto Component Measurement *Per MACP MH Survey for 1-1,500 MACP Level II Surveys
$ 5% 40.00
SewerAI Corporation AUTOCODE™ MH MACP
SERVICES 1,501-3,000 Surveys
MACP LEVEL II Condition Assessment (per MH Survey) Pay-As-You-Go Annual Usage Pricing
*PIONEER¹ Admin Inspector Seat Required, with option to add additional PIONEER Inspector Seat²(s) provided above
*Includes Sewer3D™ 3D MH Model Rendering & Auto Component Measurement *Per MACP MH Survey for 1,501-3,000 MACP Level II Surveys $ 5% 35.00
SewerAI Corporation AUTOCODE™ MH MACP
SERVICES >3,001 Surveys
MACP LEVEL II Condition Assessment (per MH Survey) Pay-As-You-Go Annual Usage Pricing
*PIONEER¹ Admin Inspector Seat Required, with option to add additional PIONEER Inspector Seat²(s) provided above
*Includes Sewer3D™ 3D MH Model Rendering & Auto Component Measurement *Per MACP MH Survey for >3,001 MACP Level II Surveys
$ 5% 30.00
SewerAI Corporation
AUTOCODE™ Mainline PACP
or Lateral LACP SERVICES 1-
100,000 LF
AutoCode™ Pay-As-You-Go Annual Graduated Usage Pricing for Mainline PACP or Lateral LACP
*1-100,000 LF
*PIONEER¹ Admin Inspector Seat Required, with option to add additional PIONEER Inspector Seat²(s) provided above
*Per linear Ft (LF) surveyed in CCTV datasets provided. $ 5% 0.30
SewerAI Corporation
AUTOCODE™ Mainline PACP
or Lateral LACP SERVICES
100,001 - 200,000 LF
AutoCode™ Pay-As-You-Go Annual Graduated Usage Pricing for Mainline PACP or Lateral LACP
* 100,001 - 200,000 LF
*PIONEER¹ Admin Inspector Seat Required, with option to add additional PIONEER Inspector Seat²(s) provided above
*Per linear Ft (LF) surveyed in CCTV datasets provided. $ 5% 0.27
SewerAI Corporation
AUTOCODE™ Mainline PACP
or Lateral LACP SERVICES
200,001 - 600,000 LF
AutoCode™ Pay-As-You-Go Annual Graduated Usage Pricing for Mainline PACP or Lateral LACP
* 600,001 LF - Unlimited
*PIONEER¹ Admin Inspector Seat Required, with option to add additional PIONEER Inspector Seat²(s) provided above
*Per linear Ft (LF) surveyed in CCTV datasets provided. $ 5% 0.25
SewerAI Corporation
AUTOCODE™ Mainline PACP
or Lateral LACP SERVICES
600,001 LF - Unlimited
AutoCode™ Pay-As-You-Go Annual Graduated Usage Pricing for Mainline PACP or Lateral LACP
* 200,001 - 600,000 LF
*PIONEER¹ Admin Inspector Seat Required, with option to add additional PIONEER Inspector Seat²(s) provided above
*Per linear Ft (LF) surveyed in CCTV datasets provided. $ 5% 0.23
DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1843
SewerAI Corporation AutoCode™ Annual Volume
Commitment - 500,000 LF
*PIONEER¹ Admin Inspector Seat Required, with option to add additional PIONEER Inspector Seat²(s) provided above
* Includes up to 500,000 LF⁴
*Per linear Ft (LF) surveyed in CCTV datasets provided. * PIONEER¹ Admin Inspector Seat Required
$ 5% 100,000.00
SewerAI Corporation AutoCode™ Annual Volume
Commitment - 1,000,000 LF
AutoCode™ Annual Volume Commitment - 1,000,000 LF
*PIONEER¹ Admin Inspector Seat Required, with option to add additional PIONEER Inspector Seat²(s) provided above
* Includes up to 1,000,000 LF⁴
*Per linear Ft (LF) surveyed in CCTV datasets provided. * PIONEER¹ Admin Inspector Seat Required
$ 5% 150,000.00
DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1844
Justification for Utilizing a Piggyback/Cooperative Contract December 1, 2025
Piggyback or Lead Agency: __Houston-Galveston Area Council (HGACBuy___________________ Contract No./Description: HGACBuy Contract No. SC06-24 – Inspection Data Management Services, including CCTV data processing, PIONEER® platform subscription, and related professional services.

Vendor(s) Name(s): SewerAI Corp.

Per Chapter 2.52 of the Richmond Municipal Code, staff completed a due-diligence review of HGACBuy Contract No. SC06-24. Staff verified that the contract was awarded through a competitive solicitation conducted by a public agency, that it complies with City purchasing procedures, and that pricing and terms available to the City are consistent with the cooperative contract. Based on this review, staff determined that use of this contract is in the best interests of the City for the reasons outlined below:

Item Issue Comments
1 Is there a Piggyback Purchase Agreement allowing use of the contract? If “Yes”, please attach to this form.

Yes. HGACBuy expressly authorizes
participating local agencies, including the
City of Richmond, to procure under
Contract No. SC06-24. Documentation of
the City’s eligibility is attached.

2. Are there local suppliers or contractors who could provide the product or service at competitive rates?
No. Staff’s market review identified no
local vendors offering a comparable
inspection data platform or large-scale
CCTV database migration service. SewerAI
provides a specialized combination of data
consolidation, migration,
PACP/LACP/MACP-compliant processing,
and cloud-based management tools that
are not available locally at competitive
cost.

3. A copy of the solicitation has been obtained from the originating agency and reviewed for compliance with the City’s purchasing ordinance. Please attach to this form.

Yes. Staff reviewed HGACBuy’s
competitive solicitation and award
materials for SC06-24 and confirmed
compliance with Richmond Municipal
Code procurement requirements.

4. A written documentation has been made of a thorough
investigation of the current market and determination that the originating agency's' solicitation is the most
advantageous
Yes. HGACBuy’s national competitive
solicitation offers pricing, technical
qualifications, and scope categories that
meet the City’s needs and would be
costlier and more time-consuming to
obtain through a standalone City
procurement.

5. Does the cooperative contract provide the most
advantageous solution? Why?
Factors may include advantageous terms, conditions,
prices, quality, performance, timing, experience & ability to perform etc.

Yes. The contract provides competitively
bid pricing and access to the PIONEER®
platform, which supports regulatory
documentation, asset-management
workflows, and consistent inspection
review. SewerAI has demonstrated
capacity to migrate the City’s large
historical archive and provide ongoing
support under defined service categories.
1845
Justification for Utilizing a Piggyback/Cooperative Contract December 1, 2025
Item Issue Comments

6. The specifications of the item or service required by the City are not materially different from those originally specified in the originating agency's solicitation
Yes. The scope of services required—CCTV
data consolidation, migration,
standardized inspection processing, and
platform subscription—falls within the
service categories awarded under SC06-24.

No material deviations from the
cooperative contract are proposed.

7. The price of the purchase is lower than that
estimated for the purchase if made directly by the City pursuant to the purchasing ordinance
Yes. Cooperative pricing is established
through HGACBuy’s competitive
solicitation. Staff estimates that a Cityissued RFP for equivalent services would result in higher administrative cost and
vendor pricing, particularly for large-scale
data migration.

8. The price of the purchase is within fifteen percent
(15%) or $2,500 of the originating agency's solicitation Yes. The vendor’s pricing matches the
HGACBuy award schedule.

9. The contract resulting from the original solicitation is current or the solicitation is within thirty-six (36) months from the date of the City's order, or
written justification is provided justifying use of an
older solicitation
Yes. HGACBuy Contract SC06-24 is active
and current.

Signature Date Requisitioner Name
Signature Date Department Head Name
Signature Date Director of Finance Name

12/4/2025 Bradley Harms
12/4/2025 Robert Armijo
Emily
Combs
Digitally signed by
Emily Combs
Date: 2025.12.08
12:31:31 -08'00'
1846
H-GAC
Houston-Galveston Area Council
P.O. Box 22777 · 3555 Timmons · Houston, Texas 77227-2777 Cooperative Agreement - Contract - Sewerai Corporation - Public Services - ID: 12587 - SC06-24

MASTER GENERAL PROVISIONS
This Master Agreement is made and entered into, by and between the Houston-Galveston Area Council hereinafter referred to as H-GAC having its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027 and Sewerai Corporation, hereinafter referred to as the Contractor, having its principal place of business at 2815 Mitchell Drive, Suite 215, Walnut Creek, CA 94598.

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 HGAC in performance of the Master Agreement shall be construed as making the Contractor the agent, servant, or employee of H-GAC, the State of Texas, or the United States Government. Employees of the Contractor are DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1847

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

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

ARTICLE 6: SUSPENSION AND DEBARMENT
Debarment and Suspension (Executive Orders 12549 and 12689) – A contract award (2 CFR 180.220) must not be made to parties listed on the government-wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1966 Comp. p. 189) and 12689 (3 CFR Part 1989 Comp. p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

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

ARTICLE 7: GOAL FOR CONTRACTING WITH SMALL AND MINORITY BUSINESSES, WOMEN’S BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS (if subcontracts are to be let) H-GAC’s goal is to assure that small and minority businesses, women's business enterprises, and labor surplus area firms are used when possible in providing services under a contract. In accordance with federal procurements requirements of 2 CFR §200.321, if subcontracts are to be let, the prime contractor must take the affirmative steps listed below:

1. Placing qualified small and minority businesses and women’s business enterprises on solicitation lists;

2. Assuring that small and minority businesses and women’s business enterprises are solicited whenever they are potential sources;

3. Dividing total requirements, when economically feasible, into smaller task or quantities to permit maximum participation by small and minority businesses, and women’s business enterprises;

4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women’s business enterprises;

5. Using the services and assistance as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce.

6. Nothing in this provision will be construed to require the utilization of any firm that is either unqualified or unavailable. The Small Business Administration (SBA) is the primary reference and database for information on requirements related to Federal Subcontracting https://www.sba.gov/federal-contracting/contracting-guide/primesubcontracting NOTE: The term DBE as used in this solicitation is understood to encompass all programs/business enterprises such as: Small Disadvantaged Business (SDB), Historically Underutilized Business (HUB), Minority Owned Business Enterprise (MBE), Women Owned Business Enterprise (WBE) and Disabled Veteran Business Enterprise (DVBE) or other designation as issued by a certifying agency.

Contractor agrees to work with and assist HGACBuy customer in meeting any DBE targets and goals, as may be required by any rules, processes, or programs they might have in place. Assistance may include compliance with reporting requirements, provision of documentation, consideration of Certified/Listed subcontractors, provision of documented evidence that an active participatory role for a DBE entity was DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1848

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 Jun 01 2024 and ends May 31 2028. All services under this Master Agreement must be rendered within this performance period, unless directly specified under a written change or extension provisioned under Article 21, which shall be fully executed by both parties to this Master Agreement.

ARTICLE 10: PAYMENT OR FUNDING
Payment provisions under this Master Agreement are outlined in the Special Provisions. H-GAC will not pay for any expenses incurred prior to the execution date of a contract, or any expenses incurred after the termination date of the contract.

ARTICLE 11: PAYMENT FOR WORK
The H-GAC Customer is responsible for making payment to the Contractor upon delivery and acceptance of the goods or completion of the services and submission of the subsequent invoice.

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 DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1849

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

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

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

ARTICLE 19: RETENTION OF RECORDS
The Contractor and its subcontractors shall maintain all records pertinent to this Master Agreement, and all other financial, statistical, property, participant records, and supporting documentation for a period of no less than seven (7) years from the later of the date of acceptance of the final payment or until all audit findings have been resolved.

If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the retention period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the seven (7) years, whichever is later, and until any outstanding litigation, audit, or claim has been fully resolved.

ARTICLE 20: DISTRIBUTORS, VENDORS, RESELLERS
Contractor agrees and acknowledges that any such designations of distributors, vendors, resellers or the like are for the convenience of the Contractor only and the awarded Contractor will remain responsible and liable for all obligations under the Contract and the performance of any designated distributor, vendor, reseller, etc. Contractor is also responsible for receiving and processing any Customer purchase order in accordance with the Contract and forwarding of the Purchase Order to the designated distributor, vendor, reseller, etc. to complete the sale or service.

H-GAC reserves the right to reject any entity acting on the Contractor’s behalf or refuse to add entities after a contract is awarded.

ARTICLE 21: CHANGE ORDERS AND AMENDMENTS
A. Any alterations, additions, or deletions to the terms of this Master Agreement, which are required by changes in federal or state law or by regulations, are automatically incorporated without written amendment hereto, and shall become effective on the date designated by such law or by regulation.

B. To ensure the legal and effective performance of this Master Agreement, both parties agree that any amendment that affects the performance under this Master Agreement must be mutually agreed upon and DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1850

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 DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1851

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, [email protected].

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 DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1852

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 DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1853

Contractor to complete the Purchase Order. If Contractor is unable to do so, Contractor may be subject to a claim for damages from H-GAC and/or the End User.

ARTICLE 30: SEVERABILITY
H-GAC and Contractor agree that should any provision of this Master Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Master Agreement, which shall continue in full force and effect.

ARTICLE 31: FORCE MAJEURE
To the extent that either party to this Master Agreement shall be wholly or partially prevented from the performance of any obligation or duty placed on such party by reason of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause reasonably beyond the party's control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed. Determination of force majeure shall rest solely with H-GAC.

ARTICLE 32: CONFLICT OF INTEREST
No officer, member or employee of the Contractor or Contractors subcontractor, no member of the governing body of the Contractor, and no other public officials of the Contractor who exercise any functions or responsibilities in the review or Contractor approval of this Master Agreement, shall participate in any decision relating to this Master Agreement which affects his or her personal interest, or shall have any personal or pecuniary interest, direct or indirect, in this Master Agreement.

A. Conflict of Interest Questionnaire: Chapter 176 of the Texas Local Government Code requires contractors contracting or seeking to contract with H-GAC to file a conflict-of-interest questionnaire (CIQ) if they have an employment or other business relationship with an H-GAC officer or an officer’s close family member.

The required questionnaire and instructions are located on the H-GAC website or at the Texas Ethics Commission website https://www.ethics.state.tx.us/forms/CIQ.pdf. H-GAC officers include its Board of Directors and Executive Director, who are listed on this website. Respondent must complete and file a CIQ with the Texas Ethics Commission if an employment or business relationship with H-GAC office or an officer’s close family member as defined in the law exists.

B. Certificate of Interested Parties Form – Form 1295: As required by Section 2252.908 of the Texas Government Code. H-GAC will not enter a Contract with Contractor unless (i) the Contractor submits a disclosure of interested parties form to H-GAC at the time the Contractor submits the contract H-GAC, or (ii) the Contractor is exempt from such requirement. The required form and instructions are located at the Texas Ethics Commission website https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm.

Respondents who are awarded a Contract must submit their Form 1295 with the signed Contract to H-GAC.

ARTICLE 33: FEDERAL COMPLIANCE
Contractor agrees to comply with all federal statutes relating to nondiscrimination, labor standards, and environmental compliance. With regards to “Rights to Inventions Made Under a Contract or Master Agreement,” If the Federal award meets the definition of “funding Master Agreement” under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding Master Agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Master Agreements,” and any implementing regulations issued by the awarding agency. Contractor agrees to be wholly compliant with the provisions of 2 CFR 200, Appendix II.

Additionally, for work to be performed under the Master Agreement or subcontract thereof, including procurement of materials or leases of equipment, Contractor shall notify each potential subcontractor or supplier of the Contractor's federal compliance obligations. These may include, but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) the Fair Labor Standards Act of 1938 (29 USC 676 et. seq.), (d) DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1854

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; (j) any other nondiscrimination provisions in any specific statute(s) applicable to any Federal funding for this Master Agreement; (k) the requirements of any other nondiscrimination statute(s) which may apply to this Master Agreement; (l) applicable provisions of the Clean Air Act (42 U.S.C. §7401 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. §1251 et seq.), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations at 40 CPR Part 15; (m) applicable provisions of the Davis- Bacon Act (40 U.S.C. 276a - 276a7), 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 DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1855

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 DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1856

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.

DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1857

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.gov) with current information (other than any requirement that is not applicable because the entity is exempted under § 25.110). 2 CFR 25.200(b) requires that registration in the SAM prior to submitting an application or plan; and maintain an active SAM registration with current information, including information on a recipient's immediate and highest level owner and subsidiaries, as well as on all predecessors that have been awarded a Federal contract or grant within the last three years, if applicable, at all times during which it has an active Federal award or an application or plan under consideration by a Federal awarding agency; and provide its unique entity identifier in each application or plan it submits to the Federal awarding agency. To remain registered in the SAM database after the initial registration, the applicant is required to review and update its information in the SAM database on an annual basis from the date of initial registration or subsequent updates to ensure it is current, accurate and complete. At the time a Federal awarding agency is ready to make a Federal award, if the intended recipient has not complied with an applicable requirement to provide a unique entity identifier or maintain an active SAM registration with current information, the Federal awarding agency: (1) May determine that the applicant is not qualified to receive a Federal award; and (2) May use that determination as a basis for making a Federal award to another applicant.

ARTICLE 53: PROCUREMENT OF RECOVERED MATERIALS
In accordance with 2 CFR 200.323, the Houston-Galveston Area Council and the Contractor or Subrecipient must DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1858

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:

Sewerai Corporation
Signature $docusign:SignHere::Customer1
Name William J Gilmartin, IV

Title CRO
Date $docusign:DateSigned::Customer1
H-GAC
Signature $docusign:SignHere::InternalSigner
Name Chuck Wemple
Title Executive Director
Date $docusign:DateSigned::InternalSigner
DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 5/20/2024 5/20/2024
1859
H-GAC
Houston-Galveston Area Council
P.O. Box 22777 · 3555 Timmons · Houston, Texas 77227-2777 Cooperative Agreement - Contract - Sewerai Corporation - Public Services - ID: 12587

MASTER SPECIAL PROVISIONS
Please note, this is an H-GAC Master Agreement template and is used for all products and services offered in H-GAC Cooperative Purchasing. Any redlines to this Master Agreement may not be reviewed.

Incorporated by attachment, as part of the whole Master Agreement, H-GAC and the Contractor do, hereby agree to the Master Special Provisions as follows:

ARTICLE 1: BIDS/PROPOSALS INCORPORATED
In addition to the whole Master Agreement, the following documents listed in order of priority are incorporated into the Master Agreement by reference: Bid/Proposal Specifications and Contractor’s Response to the Bid/Proposal.

ARTICLE 2: END USER MASTER AGREEMENTS (“EUA”)
H-GAC acknowledges that the END USER, which is the HGACBuy customer utilizing the contract (CUSTOMER and END USER may be used interchangeably) may choose to enter into an End User Master Agreement (EUA) with the Contractor through this Master Agreement. A CUSTOMER/END USER is a state agency, county, municipality, special district, or other political subdivision of a state, or a qualifying non-profit corporation (providing one or more governmental function or service that possess legal authority to enter into the Contract. The term of the EUA may exceed the term of the current H-GAC Master Agreement.

H-GAC’s acknowledgement is not an endorsement or approval of the End User Master Agreement’s terms and conditions. Contractor agrees not to offer, agree to or accept from the CUSTOMER/END USER, any terms or conditions that conflict with those in Contractor’s Master Agreement with H-GAC. Contractor affirms that termination of its Master Agreement with H-GAC for any reason shall not result in the termination of any underlying EUA, which shall in each instance, continue pursuant to the EUA’s stated terms and duration.

Pursuant to the terms of this Master Agreement, termination of this Master Agreement will disallow the Contractor from entering into any new EUA with CUSTOMER/END USER. Applicable H-GAC order processing charges will be due and payable to H-GAC on any EUAs, surviving termination of this Master Agreement between H-GAC and Contractor.

ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE
Contractor shall provide its most favorable pricing and terms to H-GAC. If at any time during this Master Agreement, Contractor develops a regularly followed standard procedure of entering into Master Agreements with other governmental customers within the State of Texas, and offers the same or substantially the same products/services offered to H-GAC on a basis that provides prices, warranties, benefits, and or terms more favorable than those provided to H-GAC, Contractor shall notify H-GAC within ten (10) business days thereafter, and this Master Agreement shall be deemed to be automatically retroactively amended, to the effective date of Contractor’s most favorable past Master Agreement with another entity. Contractor shall provide the same prices, warranties, benefits, or terms to H-GAC and its CUSTOMER/END USER as provided in its most favorable past Master Agreement. H-GAC shall have the right and option at any time to decline to accept any such change, in which case the amendment shall be deemed null and void. If Contractor claims that a more favorable price, warranty, benefit, or term that was charged or offered to another entity during the term of this Master Agreement, does not constitute more favorable treatment, than Contractor shall, within ten (10) business days, notify H-GAC in writing, setting forth the detailed reasons Contractor believes the aforesaid DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1860

offer is not in fact most favored treatment. H-GAC, after due consideration of Contractor’s written explanation, may decline to accept such explanation and thereupon this Master Agreement between H-GAC and Contractor shall be automatically amended, effective retroactively, to the effective date of the most favored Master Agreement, to provide the same prices, warranties, benefits, or terms to H-GAC and the CUSTOMER/END USER.

EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder, proposer, or contractor, which are not within bidder's/proposer’s control [example; a manufacturer's bid concession], or to any prices offered to the Federal Government and its agencies.

ARTICLE 4: PARTY LIABILITY
Contractor’s total liability under this Master Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to the price of the particular products/services sold hereunder.

Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted.

Contractor accepts liability to repay, and shall repay upon demand to CUSTOMER/END USER, any amounts determined by H-GAC, its independent auditors, or any state or federal agency, to have been paid in violation of the terms of this Master Agreement.

ARTICLE 5: GOVERNING LAW & VENUE
Contractor and H-GAC agree that Contractor will make every reasonable effort to resolve disputes with the CUSTOMER/END USER in accord with the law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such disputes.

ARTICLE 6: SALES AND ORDER PROCESSING CHARGE
Contractor shall sell its products to CUSTOMER/END USER based on the pricing and terms of this Master Agreement. H-GAC will invoice Contractor for the applicable order processing charge when H-GAC receives notification of a CUSTOMER/END USER order. Contractor shall remit to H-GAC the full amount of the applicable order processing charge, after delivery of any product or service and subsequent CUSTOMER/END USER acceptance. Payment of the Order Processing Charge shall be remitted from Contractor to H-GAC, within thirty (30) calendar days or ten (10) business days after receipt of a CUSTOMER/END USER’s payment, whichever comes first, notwithstanding Contractor’s receipt of invoice. For sales made by Contractor based on this Master Agreement, including sales to entities without Interlocal Master Agreements, Contractor shall pay the applicable order processing charges to H-GAC. Further, Contractor agrees to encourage entities who are not members of H-GAC’s Cooperative Purchasing Program to execute an H-GAC Interlocal Master Agreement. H-GAC reserves the right to take appropriate actions including, but not limited to, Master Agreement termination if Contractor fails to promptly remit the appropriate order processing charge to H-GAC.

In no event shall H-GAC have any liability to Contractor for any goods or services a CUSTOMER/END USER procures from Contractor. At all times, Contractor shall remain liable to pay to H-GAC any order processing charges on any portion of the Master Agreement actually performed, and for which compensation was received by Contractor.

ARTICLE 7: LIQUIDATED DAMAGES
Contractor and H-GAC agree that Contractor shall cooperate with the CUSTOMER/END USER at the time a CUSTOMER/END USER purchase order is placed, to determine terms for any liquidated damages.

ARTICLE 8: INSURANCE
Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the following insurance and coverage minimums:

DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1861

a. General liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit. b. Product liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit for all Products except Automotive Fire Apparatus. For Automotive Fire Apparatus, see Section B of the Bid/Proposal Specifications. c. Property Damage or Destruction insurance is required for coverage of End User owned equipment while in Contractor's possession, custody, or control. The minimum Single Occurrence limit is $500,000.00 and the General Aggregate limit must be at least two times the Single Occurrence limit. This insurance may be carried in several ways, e.g. under an Inland Marine policy, as art of Automobile coverage, or under a Garage Keepers policy. In any event, this coverage must be specifically and clearly listed on insurance certificate(s) submitted to H-GAC.
d. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal, and for any extensions thereof, plus the number of days/months required to deliver any outstanding order after the close of the contract period.
e. Original Insurance Certificates must be furnished to H-GAC on request, showing Contractor as the insured and showing coverage and limits for the insurances listed above. f. If any Product(s) or Service(s) will be provided by parties other than Contractor, all such parties are required to carry the minimum insurance coverages specified herein, and if requested by H-GAC, a separate insurance certificate must be submitted for each such party. g. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and document accuracy.

ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS H-GAC’s contractual requirements DO NOT include a Performance & Payment Bond (PPB); therefore, Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to cover any order if so requested by the CUSTOMER/END USER. Contractor shall quote a price to CUSTOMER/END USER for provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days of receipt of CUSTOMER/END USER's purchase order.

ARTICLE 10: ORDER PROCESSING CHARGE
H-GAC will apply an Order Processing Charge for each sale done through the H-GAC contract, with the exception of orders for motor vehicles. Any pricing submitted must include this charge amount per the most current H-GAC schedule. For motor vehicle orders, the Processing Charge is paid by the CUSTOMER/END USER. Contractor will need to refer to the solicitation for the Order Processing Charge.

ARTICLE 11: CHANGE OF STATUS
Contractor shall immediately notify H-GAC, in writing, of ANY change in ownership, control, dealership/franchisee status, Motor Vehicle license status, or name. Contractor shall offer written guidance to advise H-GAC if this Master Agreement shall be affected in any way by such change. H-GAC shall have the right to determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and including cancellation of Master Agreement.

ARTICLE 12: REQUIREMENTS TO APPLICABLE PHYSICAL GOODS
In the case of physical goods (e.g. equipment, material, supplies, as opposed to services), all Products offered must comply with any applicable provisions of the Texas Business and Commerce Code, Title 1, Chapter 2 and with at least the following:

DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1862

a. Be new, unused, and not refurbished.
b. Not be a prototype as the general design, operation, and performance. This requirement is NOT meant to preclude the Contractor from offering new models or configurations which incorporate improvements in a current design or add functionality, but in which new model or configuration may be new to the marketplace.
c. Include all accessories which may or may not be specifically mentioned in the Master Agreement, but which are normally furnished or necessary to make the Product ready for its intended use upon delivery.

Such accessories shall be assembled, installed, and adjusted to allow continuous operation of Product at time of delivery.
d. Have assemblies, sub-assemblies and component parts that are standard and interchangeable throughout the entire quantity of a Product as may be purchased simultaneously by any END USER/CUSTOMER. e. Be designed and constructed using current industry accepted engineering and safety practices, and materials.
f. Be available for inspection at any time prior to or after procurement.

ARTICLE 13: TEXAS MOTOR VEHICLE BOARD LICENSING
All Contractors that deal in motor vehicles shall maintain current licenses that are required by the Texas Motor Vehicle Commission Code. If at any time during this Master Agreement term, any required Contractor license is denied, revoked, or not renewed, Contractor shall be in default of this Master Agreement, unless the Texas Motor Vehicle Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor Vehicle Board documentation to H-GAC upon request.

ARTICLE 14: INSPECTION/TESTING
All Products sold pursuant to this Master Agreement will be subject to inspection/testing by or at the direction of H-GAC and/or the ordering CUSTOMER/END USER, either at the delivery destination or the place of manufacture. In the event a Product fails to meet or exceed all requirements of this Master Agreement, and unless otherwise agreed in advance, the cost of any inspection and/or testing, will be the responsibility of the Contractor.

ARTICLE 15: ADDITIONAL REPORTING REQUIREMENTS
Contractor agrees to submit written quarterly reports to H-GAC detailing all transactions during the previous three (3) month period. Reports must include, but are not limited, to the following information:
a. CUSTOMER/END USER Name
b. Product/Service purchased, including Product Code if applicable c. Customer Purchase Order Number
d. Purchase Order Date
e. Product/Service dollar amount
f. HGACBuy Order Processing Charge amount
ARTICLE 16: BACKGROUND CHECKS
Cooperative customers may request background checks on any awarded contractor’s employees who will have direct contact with students, or for any other reason they so choose, any may require contractor to pay the cost of obtaining any background information requested by the CUSTOMER/END USER.

ARTICLE 17: PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL

CERTIFICATION
As required by Chapter 2271 of the Texas Local Government Code the Contractor must verify that it 1) does not boycott Israel; and 2) will not boycott Israel during the term of the Contract. Pursuant to Section 2271.001, Texas Government Code:

DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1863

1. “Boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and

2. “Company” means a for-profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit.

ARTICLE 18: NO EXCLUDED NATION OR TERRORIST ORGANIZATION CERTIFICATION As required by Chapter 2252 of the Texas Government Code the Contractor must certify that it is not a company engaged in active business operations with Sudan, Iran, or a foreign terrorist organization – specifically, any company identified on a list prepared and maintained by the Texas Comptroller under Texas Government Code §§806.051, 807.051, or 2252.153. (A company that the U.S. Government affirmatively declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or any federal sanctions regime relating to a foreign terrorist organization is not subject to the contract prohibition.) ARTICLE 19: PROHIBITION ON CONTRACTING WITH ENTITIES USING CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE EQUIPMENT (Effective Aug. 13, 2020 and as amended October 26, 2020)
Pursuant to 2 CFR 200.216, Contractor shall not offer equipment, services, or system that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. ‘‘Covered telecommunications equipment or services means 1) telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); 2) for the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); 3) telecommunications or video surveillance services provided by such entities or using such equipment; or 4) telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Contractor must comply with requirements for certifications. The provision at 48 C.F.R Section 52.204-26 requires that Contractors review SAM prior to completing their required representations. This rule applies to all acquisitions, including acquisitions at or below the simplified acquisition threshold and to acquisitions of commercial items, including commercially available off the-shelf items.

ARTICLE 20: BUY AMERICA ACT (National School Lunch Program and Breakfast Program) With respect to products purchased by CUSTOMER/END USER for use in the National School Lunch Program and/or National School Breakfast Program, Contractor shall comply with all federal procurement laws and regulations with respect to such programs, including the Buy American provisions set forth in 7 C.F.R. Part 210.21(d), to the extent applicable. Contractor agrees to provide all certifications required by CUSTOMER/END USER regarding such programs.

In the event Contractor or Contractor’s supplier(s) are unable or unwilling to certify compliance with the Buy American Provision, or the applicability of an exception to the Buy American provision, H-GAC CUSTOMER/END USER may decide not to purchase from Contractor. Additionally, H-GAC DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1864

CUSTOMER/END USER may require country of origin on all products and invoices submitted for payment by Contractor, and Contractor agrees to comply with any such requirement.

ARTICLE 21: BUY AMERICA REQUIREMENT (Applies only to Federally Funded Highway and Transit Projects)
With respect to products purchased by CUSTOMER/END USER for use in federally funded highway projects, Contractor shall comply with all federal procurement laws and regulations with respect to such projects, including the Buy American provisions set forth in 23 U.S.C. Section 313, 23 C.F.R. Section 635.410, as amended, and the Steel and Iron Preference provisions of Texas Transportation Code Section 223.045, to the extent applicable. Contractor agrees to provide all certifications required by CUSTOMER/END USER regarding such programs. With respect to products purchased by CUSTOMER/END USER for use in federally funded transit projects, Contractor shall comply with all federal procurement laws and regulations with respect to such projects, including the Buy American provisions set forth in 49 U.S.C. Section 5323(j)(1), 49 C.F.R.

Sections 661.6 or 661.12, to the extent applicable. Contractor agrees to provide all certifications required by CUSTOMER/END USER regarding such programs.

ARTICLE 22: DOMESTIC PREFERENCE
In accordance with 2 CFR 200.322, as appropriate and to the extent consistent with law, a CUSTOMER/END USER using federal grant award funds should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The CUSTOMER/END USER must include this requirement in all subawards including all contracts and purchase orders for work or products under the federal grant award. If Contractor intends to qualify for Purchase Orders using federal grant money, they shall work with the CUSTOMER/END USER to provide all required certifications and other documentation needed to show compliance.

ARTICLE 23: TITLE VI REQUIREMENTS
H-GAC in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any disadvantaged business enterprises will be afforded full and fair opportunity to submit in response to this Master Agreement and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.

ARTICLE 24: EQUAL EMPLOYMENT OPPORTUNITY
Except as otherwise provided under 41 CFR Part 60, all Contracts and CUSTOMER/END USER Purchase Orders that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 shall be deemed to include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., pg.339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41CFR Part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause provided under 41 CFR 60-1.4(b) is hereby incorporated by reference. Contractor agrees that such provision applies to any contract that meets the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 and agrees that it will comply with such provision.

ARTICLE 25: CLEAN AIR AND WATER POLLUTION CONTROL ACT
CUSTOMER/END USER Purchase Orders using federal funds must contain a provision that requires the Contractor to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1865

Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

Pursuant to the Federal Rule above, Contractor certifies that it is in compliance with all applicable provisions of the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387) and will remain in compliance during the term of the Contract.

ARTICLE 26: PREVAILING WAGE
Contractor and any potential subcontractors have a duty to and shall pay the prevailing wage rate under the Davis-Bacon Act, 40 U.S.C. 276a – 276a-5, as amended, and the regulations adopted thereunder contained in 29 C.F.R. pt. 1 and 5.

ARTICLE 27: CONTRACT WORK HOURS AND SAFETY STANDARDS
As per the Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708), where applicable, all CUSTOMER/END USER Purchase Orders in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer, on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

ARTICLE 28: PROFIT AS A SEPARATE ELEMENT OF PRICE
For purchases using federal funds more than the current Simplified Acquisition Threshold of $250,000, requires negotiation of profit as a separate element of the price. See, 2 CFR 200.324(b). Contractor agrees to provide information and negotiate regarding profit as a separate element of the price for the purchase. Contractor also agrees that the total price, including profit, charged by Contractor will not exceed the awarded pricing, including any applicable discount, under any awarded contract.

ARTICLE 29: BYRD ANTI-LOBBYING AMENDMENT
Byrd Anti-Lobbying Amendment (31U.S.C. 1352) – Contractors that apply or bid for an award exceeding $100,000 must file the required anti-lobbying certification. Each tier must certify to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier, up to the CUSTOMER/END USER. As applicable, Contractor agrees to file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 USC 1352). Contractor certifies that it is currently in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) and will continue to be in compliance throughout the term of the Contract and further certifies that:

1. No Federal appropriated funds have been paid or will be paid by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1866

with the awarding of a Federal contract, the making of a Federal Grant, the making of a Federal Loan, the entering into a cooperative Master Agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative Master Agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing, or attempting to influence, an officer or employee of a Member of Congress in connection with a Federal contract, grant, loan, or cooperative Master Agreement, Contractor shall complete and submit Standard Form – LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions.

3. Contractor shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative Master Agreements) and that all subcontractors shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certificate is a prerequisite for making or entering into this transaction imposed by Section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

ARTICLE 30: COMPLIANCE WITH EPA REGULATIONS APPLICABLE TO GRANTS,

SUBGRANTS, COOPERATIVE MASTER AGREEMENTS, AND CONTRACTS Contractor certifies compliance with all applicable standards, orders, regulations, and/or requirements issued pursuant to the Clean Air Act of 1970, as amended (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act, as amended (13 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR Part 15.

ARTICLE 31: COMPLIANCE WITH ENERGY POLICY AND CONSERVATION ACT Contractor certifies that Contractor will be in compliance with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871).

DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1867
Request For Proposal #SC06-24
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services 12 4. Specifications/Categories/Scope of Work
This is an indefinite quantity/indefinite delivery offerings contract – The HGACBuy Customer is responsible to ensure adequate competition is performed between the various contractors or contractors outside of HGACBuy to determine price reasonableness that might be required per any funding agency. Customer will need to ensure compliance with any funding agency requirements before proceeding with a purchase order under this contract. Please consult legal counsel regarding questions concerning compliance as a contractor under this solicitation.

4.1. Categories
This Solicitation is divided into ten (10) separate but related product categories (A-J). When submitting a response, Respondent may choose to submit a response to any of the categories or all of them. No additional weighted value will be assigned to a response that addresses more than one or all categories listed. All equipment must be the manufacturer’s new and current model and must be fully operational upon delivery to the Customer. Please note: awarded contracts for SC06-24 allow contractors to update their manufacturer pricing and product offerings at any time during the course of the four-year contract term.

Alternative Fuel Vehicles: All responses that include electric, hybrid, or other alternative fuel vehicles or equipment must list these vehicles in Category H. If that specific product is also available with an internal combustion engine (ICE), please list the ICE vehicle separately in the appropriate vehicle category. Category H should only include the alternative fuel vehicles, regardless of vehicle function or type.

Product categories are as follows:

A. Sewer/Storm Water/Pipeline Cleaners - Truck and Trailer mounted B. Jet Rodders - Truck and Trailer mounted
C. Hydro-Excavators - Truck and Trailer mounted
D. Sewer/Storm Water/Pipeline Inspection System - portable E. Sewer/Storm Water/Pipeline Inspection System Vans and Trailers F. Miscellaneous Sewer/Storm Water Cleaning Vehicles/Equipment G. Miscellaneous Sewer/Storm Water Cleaning Services
H. Electric/Alternative Fuel Sewer/Storm Water Cleaning, Hydro-Excavator, Inspection, or related vehicles
Response listings/descriptions must be organized by major sub-categories including Manufacturer, model, chassis, vehicle type, fuel/propulsion type, and function.

I. Sewer/Storm Water Cleaning and related vehicle Service/Maintenance Plans Response listings/descriptions must include plan details, including details about which fees are included in costs, and items such as labor rates, and fee structures.

DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1868
Request For Proposal #SC06-24
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services 13 J. Sewer/Storm Water Cleaning and related vehicle Parts and Supplies Response listing need only to include catalog name and percentage discount.

Please include in your response a complete listing or catalog of vehicle option packages, dealer options, and accessories separately. Please clearly indicate if the options are model or vehicle specific, or only available for specific models or vehicles. Options must be clearly identified as upgrades or downgrades and clearly show the net effect to the price of the base model. Please upload in Section 10.1.6 - no zip files can be accepted.

This solicitation does not include the following types of vehicles, which are included in other HGACBuy contracts:

Earth Moving and Construction Equipment (EM06-19),
Street Sweeping Equipment (SW04-20),
Grounds and Turf Equipment (GR01-20), or
Medium and Heavy Duty Trucks and Truck Bodies (HT06-21).

4.2. Manuals and Base Model Specs
A. Contractor must supply at the time of delivery, at least one complete owner's manual or complete operations and service documentation covering the completed vehicles as delivered and accepted.

B. Respondent must supply the following information with their response: Technical Specifications, Product Brochures, Tear Sheets, Cut Sheets, Strippers, etc. which clearly show all the standard features and capabilities of each base model on the response listing. Please upload in Section

10.1.5 - no zip files can be accepted.

4.3. Service / Maintenance Plans and Parts
All service/maintenance plan listings must clearly indicate the cost structure for such plans, including which costs and fees are included (ex: hourly labor rates, shop fees, supply fees, environmental fees).

4.4. Final Contract Deliverables
Contractor agrees to submit written quarterly reports to H-GAC detailing all transactions during the previous three (3) month period. Reports must include, but are not limited, to the following information:
• Customer Name and address
• HGACBuy confirmation number
• Product/Service purchased
• Customer Purchase Order Number
• Purchase Order Date
DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1869
Request For Proposal #SC06-24
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services 14 • Product/Service dollar amount
• HGACBuy Order Processing Charge amount
Reports must be provided to H-GAC in Excel or other acceptable electronic format by the 30th day of the month following the quarter being reported. If Contractor defaults in providing Products or Services reporting as required by the contract, recourse may be exercised through cancellation of the contract and other legal remedies as appropriate.

DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1870
Attachment A
Sewerai Corporation
Sewer/Storm Water, Hydro-Excavating Equipment and Related Services Contract No.: SC06-24
Manufacturer Model Item Description Offered List Price HGACBuy Discount
Category G - Miscellaneous Sewer/Storm Water Cleaning Services SewerAI Corporation
PIONEER by SewerAI
Administrator Inspector Seat¹ -
Annual
¹PIONEER Admin/Inspector Seat Login Permissions: Create & Distribute View-Mode Login Accounts & Permissions, Upload/Download Files,
Initiate AutoCode, Edit Files & Observations, Export to PDF, Export Videos & Databases, Create & Share Digital Submittals, Dynamic Queries
& Filters, Download CSV Lists, Engage in Review Tasks, View Data & ArcGIS Maps (if applicable), 1-Yr Agreement.
*Includes Unlimited Data Storage
*Includes Unlimited View-Mode Users: *PIONEER View-Mode Login Permissions: Dynamic Queries & Filters, Download CSV Lists, Download Individual PDFs, Engage in Review Tasks, View Data & ArcGIS Maps (if applicable), MH 3D Model Measurement $ 5% 12,000.00
SewerAI Corporation
PIONEER by SewerAI Optional
Additional Inspector Seat² -
Annual (Optional)
PIONEER Inspector Seat Login Permissions: Upload/Download Files, Initiate AutoCode™, Edit Files & Survey Observations, Export to PDF,
Export Videos and Databases, Create & Share Digital Submittals, Dynamic Quieries & Filters, Download CSV Lists, Engage in Review Tasks,
Receive-Accept-Download Digital Submittals, View Data & ArcGIS Maps (if applicable), 1- Year Agreement.
$ 5% 6,000.00
SewerAI Corporation On-Truck / Field Capture Data
Sync Seat - Annual (Optional)
Per Truck/Seat Field Inspection Capture Software
PIONEER On-Truck / Field Capture Data Sync Seat Login Permissions: Includes all ViewMode Permissions, Create new NASSCO PLMACP inspections in Desktop App, Record New or Append Existing Videos, Enter/Edit NASSCO Codes, Append Images, Sync Inspections to PIONEER Cloud, Populate Asset Info in NASSCO Survey Header fields from ArcGIS map (if applicable), Includes Install & Camera Equipment Calibration $ 5% 2,400.00
SewerAI Corporation
Sewer3D™ 3D MH Model
Rendering & Auto Component
Measurement
PIONEER’s Sewer3D™ technology harnesses photogrammetry in a cloud-computing environment to render 3D models, point-clouds, and CAD-integrated geometric data from consumer-available 360 “action cameras”. MH 3D Model Rendering, 3D Model Download (.GLB & .LAS), & 3D Model Measurement.
$ 5% 5.00
SewerAI Corporation QAI™ Quality Assurance
Inspection BASIC
*Includes verification of Survey Headers, validation of Operator NASSCO credentials, functioning distance counter, matching reversal (if survey abandoned), & video playback $ 5% 0.05 SewerAI Corporation QAI™ Quality Assurance
Inspection ADVANCED
*without NASSCO AutoCode assessment
*Optical quality analysis, NASSCO codes within allowable parameters, in-pipe camera speed <30 ft/min, custom survey headers
*Includes QAI Basic
$ 5% 0.10
SewerAI Corporation AUTOCODE™ MH MACP
SERVICES 1-1,500 Surveys
MACP LEVEL II Condition Assessment (per MH Survey) Pay-As-You-Go Annual Usage Pricing
*PIONEER¹ Admin Inspector Seat Required, with option to add additional PIONEER Inspector Seat²(s) provided above
*Includes Sewer3D™ 3D MH Model Rendering & Auto Component Measurement *Per MACP MH Survey for 1-1,500 MACP Level II Surveys
$ 5% 40.00
SewerAI Corporation AUTOCODE™ MH MACP
SERVICES 1,501-3,000 Surveys
MACP LEVEL II Condition Assessment (per MH Survey) Pay-As-You-Go Annual Usage Pricing
*PIONEER¹ Admin Inspector Seat Required, with option to add additional PIONEER Inspector Seat²(s) provided above
*Includes Sewer3D™ 3D MH Model Rendering & Auto Component Measurement *Per MACP MH Survey for 1,501-3,000 MACP Level II Surveys $ 5% 35.00
SewerAI Corporation AUTOCODE™ MH MACP
SERVICES >3,001 Surveys
MACP LEVEL II Condition Assessment (per MH Survey) Pay-As-You-Go Annual Usage Pricing
*PIONEER¹ Admin Inspector Seat Required, with option to add additional PIONEER Inspector Seat²(s) provided above
*Includes Sewer3D™ 3D MH Model Rendering & Auto Component Measurement *Per MACP MH Survey for >3,001 MACP Level II Surveys
$ 5% 30.00
SewerAI Corporation
AUTOCODE™ Mainline PACP
or Lateral LACP SERVICES 1-
100,000 LF
AutoCode™ Pay-As-You-Go Annual Graduated Usage Pricing for Mainline PACP or Lateral LACP
*1-100,000 LF
*PIONEER¹ Admin Inspector Seat Required, with option to add additional PIONEER Inspector Seat²(s) provided above
*Per linear Ft (LF) surveyed in CCTV datasets provided. $ 5% 0.30
SewerAI Corporation
AUTOCODE™ Mainline PACP
or Lateral LACP SERVICES
100,001 - 200,000 LF
AutoCode™ Pay-As-You-Go Annual Graduated Usage Pricing for Mainline PACP or Lateral LACP
* 100,001 - 200,000 LF
*PIONEER¹ Admin Inspector Seat Required, with option to add additional PIONEER Inspector Seat²(s) provided above
*Per linear Ft (LF) surveyed in CCTV datasets provided. $ 5% 0.27
SewerAI Corporation
AUTOCODE™ Mainline PACP
or Lateral LACP SERVICES
200,001 - 600,000 LF
AutoCode™ Pay-As-You-Go Annual Graduated Usage Pricing for Mainline PACP or Lateral LACP
* 600,001 LF - Unlimited
*PIONEER¹ Admin Inspector Seat Required, with option to add additional PIONEER Inspector Seat²(s) provided above
*Per linear Ft (LF) surveyed in CCTV datasets provided. $ 5% 0.25
SewerAI Corporation
AUTOCODE™ Mainline PACP
or Lateral LACP SERVICES
600,001 LF - Unlimited
AutoCode™ Pay-As-You-Go Annual Graduated Usage Pricing for Mainline PACP or Lateral LACP
* 200,001 - 600,000 LF
*PIONEER¹ Admin Inspector Seat Required, with option to add additional PIONEER Inspector Seat²(s) provided above
*Per linear Ft (LF) surveyed in CCTV datasets provided. $ 5% 0.23
DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1871
SewerAI Corporation AutoCode™ Annual Volume
Commitment - 500,000 LF
*PIONEER¹ Admin Inspector Seat Required, with option to add additional PIONEER Inspector Seat²(s) provided above
* Includes up to 500,000 LF⁴
*Per linear Ft (LF) surveyed in CCTV datasets provided. * PIONEER¹ Admin Inspector Seat Required
$ 5% 100,000.00
SewerAI Corporation AutoCode™ Annual Volume
Commitment - 1,000,000 LF
AutoCode™ Annual Volume Commitment - 1,000,000 LF
*PIONEER¹ Admin Inspector Seat Required, with option to add additional PIONEER Inspector Seat²(s) provided above
* Includes up to 1,000,000 LF⁴
*Per linear Ft (LF) surveyed in CCTV datasets provided. * PIONEER¹ Admin Inspector Seat Required
$ 5% 150,000.00
DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE 1872
SewerAI Agreement For City of Richmond (CA)
Prepared On: November 20, 2025
Prepared For:

Robert Armijo
City of Richmond (CA)
450 Civic Center Plaza,
Richmond, CA, 94804
[email protected]
510-620-5477
Prepared By:

Andrew Florita
SewerAI, Account Executive
1646 N California Blvd, Suite
510 Walnut Creek, CA 94596
[email protected]

BACKGROUND
PIONEER® by SewerAI is a cloud platform designed for sewer and stormwater inspection data management. All datasets and deliverables uploaded are hosted and made available on PIONEER® cloud platform for review, edit, export (download) and digitally submit (via Digital Submittal).

Unlimited Cloud storage and Unlimited View Mode users are included for collaboration among all stakeholders. SewerAI also provides an On-Truck Solution that integrates with all major camera crawler manufacturers for inspection data capture and sync to PIONEER®, as well as the ability to create new survey headers and/or auto populate them from uploaded spreadsheets and/or GIS layers.

SewerAI AutoCode™ uses an AI-assisted process to facilitate rapid and accurate sewer and stormwater condition assessment, including PACP, LACP and MACP (Level II). Inspection videos are initially processed through AutoCode™ AI-models that analyze the CCTV GoPro MAX, Digital Universal (DUC) Camera, and/or PANORAMO (Digital Sidescan) data, identifying regions in the pipeline images containing certain conditions, such as features and defects. Predicted conditions made by AutoCode™ are aggregated into video clips, which SewerAI NASSCO P/M/LACP certified technicians examine for review and confirmation. Final deliverable from AutoCode™ includes a NASSCO database (Microsoft Access, .MDB) and additional industry-standard deliverables (such as Snaps, PDFs, and CCTV videos with on-screen annotation and audio narrations).

Sewer3D™ harnesses photogrammetry in a cloud-computing environment to render 3D models, point-clouds, and CAD-integrated geometric data from consumer-available 360 “action cameras”.

SewerAI Corp | Walnut Creek, CA
855-952-2200 | www.sewerai.com | [email protected]
1873
Quality Assurance Inspection - QAI™ offers a set of comprehensive and customizable checks on CCTV datasets that evaluates various database integrity, project spec, and optical quality characteristics to support sewer inspection projects.

SCOPE OF AGREEMENT
This proposal details an annual subscription which enables City of Richmond (CA) to accelerate inspection operations more cost-effectively, while providing consistent and accurate deliverables to elevate the customer experience.

Included in this proposal: 1 (one) PIONEER® Administrator license and 6 (six) Editor licenses for use in the office to manage data. Unlimited Cloud storage and Unlimited View Mode users are included with the Administrator license. Additionally, 2 (two) Uploader licenses, which may be reassigned by the Client at its discretion, can be for use in the field inspection unit to create and sync data to the PIONEER cloud.

Also included are volume commitments for the Autocode™ AI Engine (AutoCode™, QAI™, and Sewer3D™) for PACP, LACP, and MACP inspection.

Also included are the Risk and Rehab AI Engines for repair recommendations. Annual subscription for Risk and Rehab is based on a 185 mile sanitary sewer collection system and a 183 mile storm drain collection system.

Professional Services will perform the Data Migration (up to 12TB) and Historical Database Mapping (up to 6 unique instances) of the existing digital CCTV Inspection library. Richmond will provide access to all CCTV Inspection specific files for the Data Migration and Historical Database Mapping projects.

HGAC contract pricing discount of 5% has been applied to eligible items. HGAC-Buy Contract SC06-24 pricing is included.

SewerAI Corp | Walnut Creek, CA
855-952-2200 | www.sewerai.com | [email protected]
1874

PRICING SCHEDULE
Software Subscription
Item Description List Price Net Price Quantity Unit Disc. Total P.1 PIONEER®
Administrator
Seat
$12,000.00 $11,400.00 1 Each 5% $11,400.00
P.5 PIONEER® Data &
Storage
Included Included Unlimited Unlimited 0% $0.00
P.4 PIONEER® Viewer
Seat
Included Included Unlimited Unlimited 0% $0.00
Item Description List Price Net Price Quantity Unit Disc. Total P.2 PIONEER®
Inspector /
Editor Seat
$6,000.00 $5,700.00 6 Each 5% $34,200.00
P.3 PIONEER® On
Truck / Field
Uploader Seat
$2,400.00 $2,280.00 2 Each 5% $4,560.00
Software Subscription Total: $50,160.00
Annual Subscription Service
Item Description List Price Net Price Quantity Unit Disc. Total AS.P.1 AutoCode™

PACP / LACP
Annual Volume
Commitment
$0.30 $0.28 15000 Linear
Feet
$.02 $4,200.00
AS.QA Advanced
QAI™ Annual
Volume
Commitment
$0.10 $0.09 15000 Linear
Feet
$.01 $1,350.00
SewerAI Corp | Walnut Creek, CA
855-952-2200 | www.sewerai.com | [email protected]
1875
AS.M.1 AutoCode™
Subscription

MACP LEVEL
II Condition
Assessment
(Includes
Sewer3D)
$40.00 $38.00 50 Each 5% $1,900.00
P.1R&R PIONEER®
Risk & Rehab -
Sanitary Sewer
Collection
System
$50.00 $47.50 185 Miles 5% $8,787.50
P.1R&R PIONEER®
Risk & Rehab
- Storm Drain
Collection
System
$50.00 $47.50 183 Miles 5% $8,692.50
Annual Services Total: $24,930.00
One-Time Software Subscription
Item Description List Price Net Price Quantity Unit Disc. Total AS.P.1 AutoCode™

PACP / LACP
Annual Volume
Commitment -
(For Use
During Year 1
Only)
$0.30 $0.20 750000 Linear
Feet
$.1 $150,000.00
AS.QA Advanced
QAI™ Annual
Volume
Commitment -
(For Use
During Year 1
Only)
$0.10 $0.05 750000 Linear
Feet
$.05 $37,500.00
One-TIme Software Subscription Total: $187,500.00
SewerAI Corp | Walnut Creek, CA
855-952-2200 | www.sewerai.com | [email protected]
1876
Professional Services
Item Description List Price Net Price Quantity Unit Disc. Total PRO.1 Professional
Services: Data
Migration up to
12 TB
$6,000.00 $6,000.00 1 Each 0% $6,000.00
PRO.1 Professional
Services:

Historical
Database
Mappings and
Upload. Credit
available if
actual
database
mappings are
less than 6
unique
instances.
$4,500.00 $4,500.00 6 Each 0% $27,000.00
Professional Services Total: $33,000.00
Pricing Totals: Discount Value/Credits:

Software Total: $50,160.00 Discounts: $-116,610.00
Services Total: $212,430.00 Credits: 0
Pro-Serv Total: $33,000.00
1st Year Total: $295,590.00
Annual Total: $75,090.00
Contract Term: 12 Months
Grand Total: $295,590.00
SewerAI Corp | Walnut Creek, CA
855-952-2200 | www.sewerai.com | [email protected]
1877

EFFECTIVE DATE
This agreement is effective on the date it is signed.

PAYMENT TERMS
Net 45. Please remit payments to:

SewerAI Corp
1646 N California Blvd, Suite 510
Walnut Creek, CA 94596
• PIONEER® software subscription is invoiced Annually
• AutoCode™ pay-as-you-go service is invoiced monthly, as used. • AutoCode™ annual subscription service is invoiced Quarterly, as contracted or used - whichever is higher.

IMPLEMENTATION
SewerAI and City of Richmond (CA) will agree to meet as frequently as necessary to ensure project success for the duration of the first 12 months of the agreement.

Service Levels (if applicable):

Turnaround time for NASSCO PACP/LACP deliverables will not exceed 10 business days from the time of upload of datasets from newly captured inspections. In the event City of Richmond (CA) elects to commit to an annual volume of 600,000 linear feet or more of AutoCode™, then the turnaround time will not exceed 5 business days.

Turnaround time for NASSCO MACP deliverables will not exceed 10 business days from the time of upload of datasets from newly captured inspections.

Turnaround time for QAI™ and Sewer3D™ will not exceed 2 business days from the time of upload of datasets from newly captured inspections.

Marketing: Both sides will make reasonable efforts on co-marketing initiatives (i.e., press releases, project spotlights, use cases, white papers, videos, referrals). SewerAI will not do any PR without written approval from City of Richmond (CA).

Pro-rata Implementation: It is expressly understood that implementation of additional Inspector (Editor) Seat licenses as well as On-Truck (Field) Uploader Seat licenses are subject to an implementation schedule wherein pro-rata billings for items may occur. When Items listed in the pricing schedule above are implemented they become billable on a pro-rata basis, such that the contract term of this agreement remains unchanged.

Terms of Service: This order for City of Richmond (CA) will be governed by the SewerAI Terms of Service, located at the URL hereto: www.sewerai.com/terms SewerAI Corp | Walnut Creek, CA
855-952-2200 | www.sewerai.com | [email protected]
1878

SEWERAI EXCLUSIONS
Proprietary means and methods employed, developed, improved and/or invented by SewerAI (including artificial intelligence, machine learning, algorithms, source code, scripts, schema or any other web-based tools) used in provision of certain “work products” or deliverables such as described above in Background and Scope of Order are not defined as “work products”. Any means and methods employed, developed, improved, and/or invented by SewerAI through execution of the Scope of Order are separate from Scope of Order, and will remain the sole property of SewerAI during the term, and after the term, of this Order.

Not included in the prices stated in this Order are the items listed below. If needed or found to be applicable, these items would be provided by SewerAI at an additional cost; or would be furnished by others, at your direction, at no cost to SewerAI.

1. Retention / Retainage of funds by Owner and client to Customer

2. Pay-when-paid terms

3. Liquidated Damages

4. Payment and Performance bonds

5. Insurance Requirements Beyond SewerAI’s Standard Coverage

APPROVAL & AUTHORITY TO PROCEED
This agreement and the pricing, terms, and scope described expire after 12/29/2025. I have read and understood this agreement, and I accept and agree to all of its terms and conditions. I enter into this agreement voluntarily, with full knowledge of its effect:

Name: \n1\
Title: \t1\
Signature: \s1\
Email: \email_1_text\
Date: \d1\
AP Contact Name \apcontactname_1_text\
AP Contact email \apcontactemail_1_text\
Schedule of Items
Selected  (if applicable)
\schedule_1_text\
SewerAI Corp | Walnut Creek, CA
855-952-2200 | www.sewerai.com | [email protected]
1879

REQUEST FOR PROPOSAL
SC06-24A

SEWER/STORM WATER, HYDRO-EXCAVATING EQUIPMENT AND

RELATED SERVICES-A
3555 Timmons Ln
Houston, TX 77027
RELEASE DATE: June 26, 2024
DEADLINE FOR QUESTIONS: July 3, 2024
RESPONSE DEADLINE: July 18, 2024, 12:00 pm
RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:
https://procurement.opengov.com/portal/h-gac
1880
Houston-Galveston Area Council

REQUEST FOR PROPOSAL
Sewer/Storm Water, Hydro-Excavating Equipment and Related ServicesA I. Inquiries/Clarifications/Modifications/Submission ...............................

II. Solicitation Requirements.....................................................................

III. Specifications/Categories/Scope of Work .............................................

IV. Additional Resources/Website Links.....................................................

V. General/Additional Requirements........................................................

VI. Contract Term/Multiple Awards/Usage ................................................

VII. Goal for DBE Contracting ......................................................................

VIII. Submission Details/Uploads/Required Documents...............................

IX. Evaluation Criteria ................................................................................

X. Evaluation Process................................................................................

XI. Selection/Final Approval and Award.....................................................

XII. Presentation/Demo/Interview and Best and Final ................................

XIII. Debrief/Protest.....................................................................................

Attachments:

A - HGACBuy_Solicitation_T&Cs v9.7.23
B - HGACBuy-Contractor-and-Customer-Handbook
C - Sample HGACBuy Master Agreement General and Special Provisions 1881
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 3 1. Inquiries/Clarifications/Modifications/Submission
Respondents must submit questions by the Questions deadline. Telephone inquiries will not be accepted. H-GAC will respond as completely as possible to each question. Questions and answers will be posted as soon as available. The names of respondents who submit questions will not be disclosed.

All clarifications will be available in the Question and Answer and Addenda Sections in OpenGov, only the information in these sections should be used in preparing a response; verbal communications and other written documents intended to clarify and interpret will not legally bind H-GAC. H-GAC does not assume responsibility for the receipt of any clarifying information. Respondents must periodically check for updates.

Each Respondent must carefully examine all Solicitation documents and become thoroughly familiar with all requirements prior to submission to ensure the response meets the intent of this Solicitation.

Respondent is responsible for making all investigations and examinations that are necessary to ascertain conditions affecting the requirements of this Solicitation. Failure to make such investigations and examinations will not relieve the Respondent from obligation to comply, in every detail, with all provisions and requirements of the Solicitation.

Submissions must be in PDF and Excel format ONLY. Other formats uploaded will be deemed nonresponsive. Zip files are not accepted.

Responses may be submitted any time prior to the submission deadline. Respondents may modify submissions that have already been submitted, before the deadline. Recording of proposal submission time and date will occur via OpenGov. To satisfy any required public opening, the respondent list is made available in the OpenGov Public Portal after the deadline. 1882
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 4 2. Solicitation Requirements
Respondent must be compliant with all licensing, permitting, registration or other applicable legal or regulatory requirements imposed by any governmental authority. It is Respondent’s responsibility to ensure that this requirement is met. H-GAC reserves the right to request copies of any license, permit, or other compliance related documentation at any time. Listed below are other requirements of responding to the Solicitation:

2.1. Contractor Orientation and Training
H-GAC believes that Contractor's familiarity with the operational policies and requirements of the Cooperative Purchasing Program is a key factor in achieving Customer satisfaction. The Contact Person listed on Contractor Status and Contact Form or an alternate, will be required to participate in an H-GAC vendor orientation and training as soon as possible after contract execution. In addition, other Contractor's staff who will be involved in any way with the HGACBuy Program should participate in orientation. The orientation may be presented as a teleconference or webinar or may be held in H-GAC's offices as determined by H-GAC and Contractor to be the most efficient and effective form of delivery.

Please visit https://www.hgacbuy.org/events for more information.

2.2. Nationwide Sales Opportunity
HGACBuy contracts provide various products and services to local governments and qualifying nonprofits throughout the nation, and desires to make established contracts available to Customers wherever and whenever practicable. Once a contract is executed, Contractor is expected to expand the scope of its marketing effort to include sales to Customers in all areas of the United States. Please also view important guidelines and additional information regarding marketing the program at:
https://www.hgacbuy.org/marketing

2.3. Corporate/Sales Commitment
Contractor is required to make some basic commitments to ensure the overall success of the HGACBuy program. By submission of a response, Respondent agrees that HGACBuy has the support of senior management and HGACBuy will be the primary government contracting vehicle when offering services/products awarded from this solicitation to eligible Customers nationwide. A further commitment to aggressively market the program, both independently as well in partnership with HGACBuy.

2.4. Manufacturer as Respondent
If Respondent is a manufacturer or wholesale distributor, the response received will be evaluated based on a response made in conjunction with that manufacturer’s authorized dealer/reseller network. Unless stated otherwise, a manufacturer or wholesale distributor Respondent is assumed to have a documented relationship with their dealer/reseller network where that network is informed of, and authorized to accept, purchase orders pursuant to any Contract resulting from this Solicitation on behalf of the manufacturer or wholesale distributor Respondent. Any listed dealer/reseller will be considered a sub-contractor of the Respondent. The relationship between the manufacturer and wholesale distributor Respondent and its dealer/reseller network must be indicated at the time of the submission. 1883
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 5 2.5. Dealer/Reseller as Respondent
If Respondent is a dealer/reseller of the products/services proposed, the response will be evaluated based on the Respondent’s authorization to provide those products and services from the manufacturer.

2.6. Approval by Manufacturer
Any awarded contractor must be approved by the manufacturer to sell, install, and service the brand of equipment submitted. Respondents to this solicitation must submit an approval letter from each manufacturer; authorization letters must include the regions in which equipment may be sold or serviced.

2.7. Structure of Response
Depending on the Product or Service, market structures and sales practices can differ substantially. For example, dealers may sell into any market or may be restricted to certain territories, manufacturers may sell direct or be limited by law to selling through independent dealerships, etc. H-GAC’s objective is to ensure that Customers, no matter where located, can buy contracted products/services and receive quality and timely service and support, while allowing for the most appropriate and effective response to this Solicitation. Responses to this Solicitation will only be accepted in conformance with the below scenarios and requirements. Note: Respondent can only be a party to one response structure.

A. Single Respondent Acting Alone Or As "Lead" For A Group: Respondent must complete and sign a Signature Page and all other required forms and, if contracted, will be solely responsible for all contractual requirements including administration, processing of purchase orders and handling of payments for transactions which may involve other dealers/distributors who deliver the products or services. Unless stated otherwise, a manufacturer or wholesale distributor Respondent is assumed to have a documented relationship with their dealer network where that dealer network is informed of, and authorized to accept, purchase orders pursuant to any Contract resulting from this Solicitation on behalf of the manufacturer or wholesale distributor Respondent. Any listed dealer will be considered a sub-contractor of the Respondent. The use of any dealer or reseller is not required if manufacturer or distributor does not employ such.

B. Multiple Respondents Acting Jointly: A single Response will be submitted, and each party to the Response must complete and sign a Signature Page and all other required forms must be included in the single Response. If the Response is successful, each party will sign a separate contract with H-GAC and will be individually responsible for compliance with all terms and conditions. Only those parties which have executed a contract with H-GAC are authorized to process purchase orders for sales and payments under the HGACBuy program.

Contractor may sell through HGACBuy anywhere subject to compliance with applicable laws and regulations. If the market structure in which Contractor operates requires a contract assignment for any sale, in certain limited circumstances, H-GAC may allow the contract to be assigned to a Manufacturer or another Dealer(s). Such assignment must be specific and detailed and must be approved by the 1884
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 6 Contractor and H-GAC. Once assigned, the Contractor and assignee may NOT sell or service the same product line or category.

Depending on the structure of the network, H-GAC recognizes in some cases it may be necessary for the Purchase Order to be issued in the name of the reseller/dealer, etc., however the reseller, dealer, etc. is recognized only as a sub-contractor and will not receive a separate contract award or be assigned any portion of the contract. Any Lead Respondent utilizing a dealer/reseller network who is awarded a contract will be responsible for the processing of the Purchase Order through the network and the activities of the sale, reporting requirements, and remittance of applicable order processing fees.

2.8. Contractor Status
Contractor is required to provide a status form, which is not part of any evaluation, but may be relevant to other state or local procurement requirements that apply to HGACBuy Customers. The following information will need to be captured:

A. Contractor’s status as a minority/woman-owned business enterprise, historically underutilized business, or service-disabled veteran; etc.

B. Whether Contractor or its ultimate parent or majority owner has its principal place of business in Texas or employs at least 500 persons in Texas; and
C. Whether Respondent is a Texas resident or a non-resident business.

2.9. Administrative Fee
For each purchase order processed under an awarded contract, H-GAC will invoice the contractor directly for a 2% H-GAC Administrative Fee (purchase order processing charge remitted to HGAC by vendor upon payment by HGAC Member). It is each Respondent’s responsibility to take this into consideration when preparing offered pricing. It is the Contractor’s responsibility to remit the administrative fee within thirty (30) days of processing any customer’s purchase order, even if an invoice is not received from H-GAC. 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 HGAC.

NOTE: On purchase orders where a Contractor extends an additional point-of-purchase discount, the order processing charge will still be calculated by H-GAC against the awarded and contracted pricing before any additional discounts have been applied.

2.10. HGACBuy Contractor/HGACBuy Member General Procedures A. Contracts are awarded through fair and open competition in compliance with applicable procurement rules and regulations.

B. The HGACBuy member sends a proposal request to an adequate number of Contractors in the desired Contract Category.

C. The Contractor prepares and sends a proposal/quote to the HGACBuy member. The HGACBuy member conducts an evaluation of cost or price reasonableness, if the HGACBuy member is 1885
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 7 using $250,000 (or current published Simplified Acquisition Threshold amount) or more of federal funds and an independent cost/price evaluation is necessary.

D. The Contractor and the HGACBuy member agree on a Purchase Order. Purchase Orders/Supplemental Contracts are reported and sent by individual HGACBuy members to the Contractor and to HGACBuy, where pricing is confirmed against the contract, an Order Confirmation is issued to the HGACBuy Member and copies of the Purchase Order/Supplemental Contract are logged and filed.

E. The Contractor delivers product(s)/service(s) directly to the HGACBuy member with a subsequent invoice the HGACBuy member upon completion of the work or delivery of the supplies.

F. The Contractor receives payment directly from HGACBuy member.

G. The Contractor reports and remits the administrative fee to HGACBuy.

H. Reference also HGACBuy Customer and Contractor Handbook - https://www.hgacbuy.org/bidnotices/solicitation-forms-resources

2.11. Licensing and Permitting Requirements for Motor Vehicle Sales Respondent must be a properly franchised dealer authorized to sell and service, including warranty service, all products offered and sold in response to the Solicitation or under any H-GAC contract.

A. Contractor/Supplier will be responsible for securing any and all inspections required by law, including State Inspection stickers. Any fee charged for these inspections is the responsibility of the Contractor/Supplier.

B. At the time of delivery to the Customer, Contractors/Suppliers are required to provide temporary paper license tags/plates for motor vehicles or other equipment required by the State of Texas to be registered for operation on public highways.

C. TEXAS OCCUPATIONS CODE, TITLE 14, CHAPTER 2301 (Formerly known as “The Texas Motor Vehicle Commission Code”):

1. Section 2301.251: License Required: Generally (a) Unless a person holds a license issued under this chapter authorizing the activity, the person may not (1) engage in business as, serve in the capacity of, or act as a dealer, manufacturer, distributor, converter, representative, vehicle lessor, or vehicle lease facilitator in this state.

2. Sec. 2301.252: License required: Sale of New Motor Vehicles:(a) A person may not engage in the business of buying, selling, or exchanging new motor vehicles unless the person: (1) holds a franchised dealer's license issued under this chapter for the make of new motor vehicle being bought, sold, or exchanged; or (2) is a bona fide employee of the holder of a franchised dealer's license.
1886
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 8 D. Licensed Franchised Dealers submitting a Response for new cabs & chassis with installed bodies and other equipment, by this Statute, are required to employ properly licensed converters for the conversions of the new motor vehicles.

E. The Act of Submitting a Response is regarded as doing business, as the entity is soliciting a sale.

Accordingly, each Respondent must be a manufacturer or licensed franchised dealer at the time the Response is submitted.

F. Contractor must have and maintain the appropriate license(s) as required by the State of Texas, Department of Transportation, Department of Motor Vehicles, Motor Vehicle Commission Code [latest edition], or any other local, state and federal licenses required, and which are applicable to the respondent’s operations during the entire contract term. If during the contract period such licensing lapses, Contractor will be in default and become subject to contract termination unless issued a stay or waiver.

G. The prescribed licenses must include the manufacturer/respondent, and any and all dealers and their representatives as may be required by the Motor Vehicle Department. Contractor must ensure all vehicles sold are in accordance with the laws of the state where the sale and acquisition are made.

H. The units bid shall be in full and complete compliance with all applicable safety and pollution requirements and regulations in effect at the time of submission. This includes but is not limited to standards established by the United States Department of Transportation, including the Federal Motor Vehicle Safety Standards (FMVSS), the Occupational Safety and Health Administration (OSHA), the Environmental Protection Agency (EPA), the Texas Department of Transportation and the Texas Commission on Environmental Quality (TCEQ).

2.12. Warranty
Contractors must comply with the minimum warranty and maintenance requirements described below for any products or services provided under this Solicitation.

A. Contractor must furnish with response, and for all equipment sold through this H-GAC contract, the manufacturer's general warranty, which must be honored by all the manufacturer's authorized service locations.

B. All service/maintenance plan listings must clearly indicate the cost structure for such plans, clearly indicating which costs and fees are included (such as: hourly labor rates, shop fees, supply fees, environmental fees).

C. The Contractor will handle all warranty claims and all work must be completed within ten (10) calendar days after receipt of equipment/vehicle by the Contractor without cost to H-GAC or the Customer. Delayed warranties must be available for all vehicles and equipment. Warranty start date will be effective the date that the completed unit is placed into service by the Customer.

The Contractor must furnish a delayed warranty card/document for each unit delivered and/or 1887
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 9 advise the Customer of the procedures to be followed for obtaining the delayed start of warranty coverage. Requests for delayed warranties will not exceed six months after delivery.

D. Any and all documents necessary to effect manufacturer’s warranty must be properly applied for and submitted by the Contractor and provided at the time of delivery. When additional warranties are available as standard, they must be included as a part of the response for the benefit of H-GAC and Customer.

E. In the event any component part of equipment or materials furnished under these specifications, or its subsequent contract(s), becomes defective by reason of material or workmanship during said period, and the end user agency immediately notifies Contractor of such defect, Contractor will, at no expense to the End User agency or H-GAC, repair or replace equipment or component with new equipment or component.

F. Warranty service of all system equipment is the sole responsibility of the Contractor under contract, but may be performed by their certified, designated agent.

2.13. Labor Hours Definitions
If the awarded contract contains hours for labor related services, the following definitions will apply:

A. “Business Day” Monday through Friday
B. “Business Hours” Standard Business Hours 8 a.m. to 5 p.m.

C. “Regular Time” Work that occurs during standard business hours D. “Emergency Time” Work that occurs outside standard business hours 1888
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 10 3. Specifications/Categories/Scope of Work
This is an indefinite quantity/indefinite delivery offerings contract – The HGACBuy Customer is responsible to ensure adequate competition is performed between the various contractors or contractors outside of HGACBuy to determine price reasonableness that might be required per any funding agency. Customer will need to ensure compliance with any funding agency requirements before proceeding with a purchase order under this contract. Please consult legal counsel regarding questions concerning compliance as a contractor under this solicitation.

This solicitation is a supplement to the previously awarded contracts for SC06-24. Current SC06-24 contract holders do not need to submit a response to this solicitation. Current SC06-24 contract holders do not need to submit a response to this solicitation.

3.1. Categories
This Solicitation is divided into ten (10) separate but related product categories (A-J). When submitting a response, Respondent may choose to submit a response to any of the categories or all of them. No additional weighted value will be assigned to a response that addresses more than one or all categories listed. All equipment must be the manufacturer’s new and current model and must be fully operational upon delivery to the Customer. Please note: awarded contracts for SC06-24 allow contractors to update their manufacturer pricing and product offerings at any time during the course of the four-year contract term.

Alternative Fuel Vehicles: All responses that include electric, hybrid, or other alternative fuel vehicles or equipment must list these vehicles in Category H. If that specific product is also available with an internal combustion engine (ICE), please list the ICE vehicle separately in the appropriate vehicle category. Category H should only include the alternative fuel vehicles, regardless of vehicle function or type.

Product categories are as follows:

A. Sewer/Storm Water/Pipeline Cleaners - Truck and Trailer mounted B. Jet Rodders - Truck and Trailer mounted
C. Hydro-Excavators - Truck and Trailer mounted
D. Sewer/Storm Water/Pipeline Inspection System - portable E. Sewer/Storm Water/Pipeline Inspection System Vans and Trailers F. Miscellaneous Sewer/Storm Water Cleaning Vehicles/Equipment G. Miscellaneous Sewer/Storm Water Cleaning Services
H. Electric/Alternative Fuel Sewer/Storm Water Cleaning, Hydro-Excavator, Inspection, or related vehicles
Response listings/descriptions must be organized by major sub-categories including Manufacturer, model, chassis, vehicle type, fuel/propulsion type, and function. 1889
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 11 I. Sewer/Storm Water Cleaning and related vehicle Service/Maintenance Plans Response listings/descriptions must include plan details, including details about which fees are included in costs, and items such as labor rates, and fee structures.

J. Sewer/Storm Water Cleaning and related vehicle Parts and Supplies Response listing need only to include catalog name and percentage discount.

Please include in your response a complete listing or catalog of vehicle option packages, dealer options, and accessories separately. Please clearly indicate if the options are model or vehicle specific, or only available for specific models or vehicles. Options must be clearly identified as upgrades or downgrades and clearly show the net effect to the price of the base model. Please upload in Section 10.1.6 - no zip files can be accepted.

This solicitation does not include the following types of vehicles, which are included in other HGACBuy contracts:

Earth Moving and Construction Equipment (EM06-19),
Street Sweeping Equipment (SW04-20),
Grounds and Turf Equipment (GR01-20), or
Medium and Heavy Duty Trucks and Truck Bodies (HT06-21).

3.2. Manuals and Base Model Specs
A. Contractor must supply at the time of delivery, at least one complete owner's manual or complete operations and service documentation covering the completed vehicles as delivered and accepted.

B. Respondent must supply the following information with their response: Technical Specifications, Product Brochures, Tear Sheets, Cut Sheets, Strippers, etc. which clearly show all the standard features and capabilities of each base model on the response listing. Please upload in Section

10.1.5 - no zip files can be accepted.

3.3. Service / Maintenance Plans and Parts
All service/maintenance plan listings must clearly indicate the cost structure for such plans, including which costs and fees are included (ex: hourly labor rates, shop fees, supply fees, environmental fees).

3.4. Final Contract Deliverables
Contractor agrees to submit written quarterly reports to H-GAC detailing all transactions during the previous three (3) month period. Reports must include, but are not limited, to the following information:
• Customer Name and address
• HGACBuy confirmation number
• Product/Service purchased
1890
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 12 • Customer Purchase Order Number
• Purchase Order Date
• Product/Service dollar amount
• HGACBuy Order Processing Charge amount
Reports must be provided to H-GAC in Excel or other acceptable electronic format by the 30th day of the month following the quarter being reported. If Contractor defaults in providing Products or Services reporting as required by the contract, recourse may be exercised through cancellation of the contract and other legal remedies as appropriate.
1891
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 13 4. Additional Resources/Website Links

4.1. Reference Websites
• HGACBuy Website – www.hgacbuy.org
• HGACBuy Events – https://www.hgacbuy.org/events
• HGACBuy Marketing – https://www.hgacbuy.org/marketing Note: Sample Contract and Handbook are reference material only, do not constitute a contract, or become incorporated as requirements of this Solicitation. Only information supplied in this Solicitation or by a Letter of Clarification posted to the HGACBuy website should be used in the preparation of a submission.

The actual final contract will be the same or nearly the same as the sample, however H-GAC reserves the right to update the actual contract as required for program or regulation requirements.

Note: Successful Respondents MAY NOT process any purchase orders for sales until all contract documents have been completely executed.
1892
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 14 5. General/Additional Requirements
All Product Items priced and sold pursuant to this Solicitation must, as applicable:

A. All equipment and vehicles must be new and be the manufacturer’s latest and current model.

Each vehicle must be fully assembled, adjusted, serviced and ready for immediate and continuous operation upon delivery.

B. Meet all applicable requirements of federal, state and local laws and regulations.

C. Be manufacturer's normal offering with all standard features and functions and performance levels.

D. Be ready for turn-key operation upon delivery, including all standard and ordered optional equipment. If the equipment or vehicle does not meet the specification requirements upon delivery, Contractor will be responsible for correcting all deficiencies and making any corrections or adjustments needed to attain specification requirements.

E. All equipment and vehicles must conform to applicable local, state, federal requirements and must comply to all applicable industry standards including National Fire Protection Association (NFPA), Department of Transportation, United States Coast Guard (USCG), and Occupational Safety and Health Administration (OSHA).

F. Respondent must include specifications, brochures, warranty information, and any other relevant product information with solicitation Response.

Note: “Unpriced/unpublished” options cannot be quoted on the Product Pricing Worksheet and may not be sold through this contract.
1893
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 15 6. Contract Term/Multiple Awards/Usage
Contract Term: H-GAC intends to award one or more contracts for the products/services requested under this Solicitation. The term of the resulting contract(s) will be for a period of four (4) years and until any outstanding orders against the contract have been fulfilled. H-GAC may, at its option, extend the contract for up to one (1) additional one-year term. H-GAC reserves the right to extend and/or expand the scope of the contract if deemed to be in the best interest of H-GAC and subject to H-GAC Board of Directors approval.

Multiple Awards: H-GAC reserves the right to award contract(s) for line items or groups of line items, at its sole discretion. H-GAC will not make separate awards for sales in Texas and for sales outside the state of Texas. In the case of acquisitions governed by the Motor Vehicle Division, the dealer is awarded the contract in Texas, and the Manufacturer is awarded the contract outside of Texas.

No Guarantee of Usage: H-GAC makes no guarantee of volume or usage under any contract resulting from this Solicitation. Services will be requested and contracted on an as needed basis and the type and value of each assignment will vary.
1894
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 16 7. Goal for DBE Contracting
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 procurement requirements of 2 CFR §200.321, if subcontracts are to be let, the prime contractor must take the affirmative steps listed below:

A. Placing qualified small and minority businesses and women’s business enterprises on solicitation lists.

B. Assuring that small and minority businesses and women’s business enterprises are solicited whenever they are potential sources.

C. 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.

D. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women’s business enterprises.

E. 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.

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/federalcontracting/contracting-guide/prime-subcontracting.

Contractor agrees to work with and assist HGACBuy customer in meeting any small and minority businesses, women's business enterprises, and labor surplus area firms targets and goals, as may be required by any rules, processes or programs they might have in place. Assistance may include compliance with reporting requirements, provision of documentation, consideration of Certified/Listed subcontractors, provision of documented evidence that an active participatory role for a small and minority businesses, women's business enterprises, and labor surplus area entity was considered in a procurement transaction, etc.
1895
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 17 8. Submission Details/Uploads/Required Documents

8.1. Submission Upload Section
Please complete each section listed below and upload/respond to the questions or provide the information as directed.

8.1.1. Structure of Response*
In accordance with Section 2.7 Structure of Response, please select how you are proposing. ☐ Single Respondent Acting Alone Or As "Lead" For A Group: solely responsible for all contractual requirements including administration, processing of purchase orders and handling of payments for transactions which may involve other dealers/distributors who deliver the products or services. ☐ Multiple Respondents Acting Jointly: Each party will sign a separate contract with H-GAC and will be individually responsible for compliance with all terms and conditions. *Response required

8.1.2. If proposing as Multiple Respondents acting jointly, please list the names of Joint Respondents.*
If proposing as a Single Respondent, please state n/a.
*Response required

8.1.3. Executive Summary Response*
Provide a summary of key aspects of the contractor’s qualifications and indicate the Respondent’s commitment to provide the services proposed and certify that all statements and information prepared and submitted in the response to this Solicitation are current, complete, and accurate; and that the proposed solution for the project meets all the requirements of this Solicitation. *Response required

8.1.4. Pricing*
Pricing must include Manufacturer’s Suggested Retail Price (MSRP) or List Price and provide a Percentage Discount from MSRP/List Price which clearly indicates the percentage off from MSRP or List price that HGACBuy members would pay if purchasing from this contract. Respondents who are awarded contracts for these products/services will be required to provide HGACBuy comprehensive price lists for all base models and options included in the contract and will be required to provide pricing/product updates to HGACBuy throughout the entire contract period to keep the price lists and product offerings current. All pricing must be clear and easily understandable, and clearly represent the total price to acquire the products/services covered in this contract. Responses that fail to provide discounts for base units and options may be deemed non-responsive and disqualified from solicitation.

Please download the documents below, complete, and please upload in Excel format. 1896
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 18 • SC06-24_Base_Response_Price...
*Response required

8.1.5. Base Model Specifications*
Please upload the specifications of each base model vehicle/product included on the Base Response Price List.
*Response required
1897
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 19 8.1.6. Published Options Listing/Catalog*
Please upload your Published Options Listing/Catalog, or a link to your catalog. *Response required

8.1.7. Customization Category Options*
Due to the ablity to customize these vehicles, all responses must include Customization Tables. These Customization Tables are meant to encompass those special/custom options that are not classified as the published “Manufacturer Standard Options”, and which may be used to customize Cars, SUVs, and Light/Medium Duty Trucks. Respondent will group these options into broad categories and include groups of specific options they would like to price within each of these customization categories.

Respondent should quote as many categories as deemed necessary to cover any customization that may be required when configuring these vehicles.

Please number and name each category accordingly. Below are some examples of customization categories and options that could be used when configuring these categories. The format shown below illustrates how these categories should be listed on your form. Respondent will provide a price range for each Category, and pricing should specify the low and high price range ($) for that specific category. This price range will apply to all options within the category (i.e. Category 1 – Chassis). Categories and pricing must be submitted on the Customization Category Options Pricing Sheet. Note: The sum of all Customization Category Options cannot exceed 25% of the total price (Base Model items + Published Options) on the HGAC Contractor Pricing Worksheet.

Please download the documents below, complete, and please upload in Excel format. • SC06-24_Customization_Categ...
1898
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 20 *Response required

8.1.8. Business Practices and Operations*
Please download the document below, complete, and upload. Please provide detailed acceptable information on history, practices, and philosophies, demonstrating the Respondent's ability to effectively support this contract and meet HGACBuy members’ needs. Provide detailed information about experience in government sales and about the organizational structure and key staff, and their responsibilities, that would service and support this contract. Provide details on any bankruptcies, legal actions, and safety and insurance claims with which Respondent has been involved during the past five (5) years.
• Business_Practices_and_Oper...
*Response required

8.1.9. Distinguishing Services*
Please download the document below, complete, and upload. Please provide detailed explanation of practices which clearly evidence commitment to quality and excellence in products and service. Provide details about value added services, product and service innovations, awards and recognitions, and planned activities or campaigns to pursue an increased level of excellence in products and services.

Provide details that clearly show a level of distinction and how Respondent's business operates above the minimum/average standards within the industry.
• Distinguishing_Services_v10...
*Response required

8.1.10. Licenses/Certifications
Provide any and all licenses and certificates as required by the Solicitation.

8.1.11. Geographic Areas Served*
Please download the below documents, complete, and upload. • Geographic-Areas-Served_v10...
*Response required

8.1.12. Planned Authorized Retailers Distributors Dealers* Please refer to Section 2.7 of this solicitation for guidance to determine if you need to complete this form, and if so, for instructions on completing this form.

If no authorized distributors are planned for use, then please provide a statement in your response that indicates no intent to use retailers/distributors, etc. • Authorized-Dealer-Distribut...
*Response required

8.1.13. References*
1899
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 21 Please download the document below, complete, and upload. Please provide at least five (5) adequate references and examples of government sales to government customers in comparable size and requirements. Please provide contact information and details about what types and quantities of products and services were sold.
• References_v10.11.23.pdf
*Response required

8.1.14. Warranty, Service, and Technical Manuals
Submit detailed Warranty, Service, Technical Manuals, or other relevant information or booklets with the Response. If Respondent submits a warranty which does not meet any minimum stated requirements in the Solicitation, Respondent agrees by submission of the Response that such warranty is automatically amended to meet the minimums.

8.2. Required Documents/Certifications/Confirmations Section The documents/certifications/confirmations below are required for every Solicitation.

8.2.1. Signature Page*
Please download the below documents, complete, and upload. This form must be signed and uploaded or the submission will be deemed non-responsive and will be rejected. Please double check the upload to ensure it is correct and viewable.

If proposing as Multiple Respondents Acting Jointly, each party to the Response must sign and upload a Signature Page and all other required forms must be included in the single Response. • Signature_Page_-_HGACBuy_v1...
*Response required

8.2.2. Small and Minority Business, Women's Business Enterprise, and Labor Surplus Affirmation*
Please download the below documents, complete, and upload. • Small-and-Minority-Business...
*Response required

8.2.3. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion for Covered Contracts*
Please download the below documents, complete, and upload. • Certification-Regarding-Deb...
*Response required

8.2.4. Certification Regarding Lobbying*
The undersigned certifies, to the best of his or her knowledge and belief, that:
1900
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 22 (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure of Lobbying Activities," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents of all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all sub- recipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, United States Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
☐ Please confirm
*Response required

8.2.5. Certification Regarding Drug-Free Workplace Requirements* The grantee certifies that it will provide a drug-free workplace by: (a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the grantee’s workplace and specifying the actions that will be taken against employees for violation of such prohibition; (b) Establishing a drug-free awareness program to inform employees about— (1) The dangers of drug abuse in the workplace; (2) The grantee’s policy of maintaining a drug-free workplace; (3) Any available drug counseling, rehabilitation and employee assistance programs, and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace. (c) Making it a requirement that each employee to be engaged in the performance of the grant be given a copy of the statement required by paragraph (a); (d) Notifying the employee in the statement required by paragraph (a) that, as a condition of employment under the grant, the employee will— (1) Abide by the terms of the statement; and (2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after each conviction; (e) Notifying the agency within ten days after receiving notice under subparagraph (d)(2) from an employee or otherwise receiving actual notice of such conviction; (f) Taking one of the following actions, within 30 days of receiving notice under subparagraph (d)(2), with respect to any employee who is so convicted— (1) Taking appropriate personnel action against such an employee, up to and including termination; or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law 1901
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 23 enforcement, or other appropriate agency; (g) Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (a), (b), (c), (d), (e) and (f). ☐ Please confirm
*Response required

8.2.6. Filing Reports Form 1295 Certificate of Interested Parties* Please download the below documents, complete, and upload. Download a blank Form here:
https://www.ethics.state.tx.us/filinginfo/1295/
• 1295.pdf
*Response required

8.2.7. 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. H-GAC officers include its Board of Directors and Executive Director, who are listed on the H-GAC 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. The required questionnaire and instructions are located on the Conflict of Interest page on the Texas Ethics Commission website. https://www.ethics.state.tx.us/forms/conflict/ Please confirm to acknowledge that the form will be filed if applicable. ☐ Please confirm
*Response required

8.2.8. Contractor Status and Contact Form*
Please download the below documents, complete, and upload. • Contractor-Status-and-Conta...
*Response required

8.2.9. No Excluded Nation or Foreign Terrorist Organization Certification* Please download the below documents, complete, and upload. • No-Excluded-Nation-Foreign-...
*Response required

8.2.10. HB89 SB52 Prohibition on Contracts with Companies Boycotting Israel Verification Form*
Please download the below documents, complete, and upload. • HB89-SB52-Verification-Form...
1902
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 24 *Response required

8.2.11. Solicitation Terms and Conditions Confirmation* By submitting a response to this Solicitation, respondent agrees that it has read and fully intends to comply with the terms and conditions of this solicitation as applicable to any subsequent contract or funding agency requirements or agreements. Exceptions to these Terms and Conditions are not permitted. Please view the full Terms and Conditions located in the Additional Resource Documents/Attachments section.
☐ Please confirm
*Response required

8.2.12. Sample Master Agreement Confirmation*
By submitting a response to this Solicitation, respondent agrees that it has thoroughly read and fully intends to comply with the General and Special provisions of the Sample Master Agreement that respondent will be required to sign if awarded a cooperative contract. The awarded contract will be the same or similar to the sample. H-GAC reserves the right to update the actual contract with any additional required terms and conditions as required for compliance to agency and funding source requirements. Exceptions to these Master Agreement General and Special provisions are not permitted and will not be reviewed. Please view the Sample Master Agreement located in the Additional Resource Documents/Attachments section.
☐ Please confirm
*Response required

8.2.13. Company W9*
Please upload a current company W9.
*Response required
1903
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 25 9. Evaluation Criteria
Submission must be responsive to all material requirements that will enable the evaluation committee to evaluate submissions in accordance with the evaluation criteria to make a recommendation to H-GAC officials. This includes a signed signature page by a person authorized to bind the company to any contract/purchase order that may result from this Solicitation; if subcontracting, may include the completed Small and Minority Business Affirmation Form.

No. Evaluation Criteria Scoring Method Weight (Points)

1. Products and Pricing
Price is competitive and all requested
information is submitted and completed on the
pricing sheets as set out in the submittal
section of this solicitation. Demonstrated
ability to deliver services at a reasonable cost
and all elements of cost detail are provided. If
offering services, reasonable total fee
schedule/not to exceed hourly rates. Any
travel associated expenses that may be
incurred for additional offered services are
priced separately and cannot exceed current
U.S. General Services Administration
established rates. For more information please
visit: https://www.gsa.gov/travel-resources
0-5 Points 30
(30% of Total)

2. Business Practices and Operations
Completed Business Practices and Operations
form. Detailed acceptable information is
provided on Respondent’s history, practices,
and philosophies, demonstrating the
respondent's ability to effectively support this
contract and meet HGACBuy members’ needs.

Detailed information is provided about
experience in government sales and about the
organizational structure and key staff, and
their responsibilities, that would service and
support this contract. All licenses and
certificates are satisfactory and are provided as
required by the Solicitation. Details are
provided on any bankruptcies, legal actions,
and safety and insurance claims with which
Respondent has been involved during the past
five (5) years.
0-5 Points 25
(25% of Total)
1904
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 26 3. Distinguishing Services
Distinguishing Services form is complete, with
detailed explanation of Respondent's practices
which clearly evidence their commitment to
quality and excellence in products and service.

Provides details about Respondent's valueadded services, product and service innovations, awards and recognitions, and
planned activities or campaigns to pursue an
increased level of excellence in products and
services. Provides details that clearly show a
level of distinction and how Respondent's
business operates above the
minimum/average standards within their
industry.
0-5 Points 20
(20% of Total)

4. Geographic Areas Served/Authorized
Distributor
Detailed geographic coverage information is
provided that demonstrates the ability to meet
the needs of Customers throughout the United
States. If applicable, dealer network is
identified and details are provided explaining
how it will be used to promote this program
and provide products/services to H-GAC
members nationwide. Approval letter from
each manufacturer is submitted (when
applicable); authorization letters include the
regions in which equipment may be sold or
serviced. A listing of all planned
retailers/distributors (if applicable), etc. that
may be used during the term of this contract to
deliver goods or services is provided.
0-5 Points 10
(10% of Total)
1905
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 27 5. Past Performance
An evaluation will be conducted of the
Respondents previous contract performance as
an HGACBuy contractor based on the
performance measured listed below. Those
with no history will receive the maximum for
this criterion. NOTE: For joint responses, each
party will be scored as outlined above and an
overall average will be taken of all companies
submitting a signed signature page to
determine the overall score for each joint
submission.

PERFORMANCE MEASURES (2% each)
• Timely and accurate response to
request for information and/or
request for quotes/pricing
• Timely delivery of product or services
(as quoted at time of order
placement)
• Quality of products/service
• Timely and accurate submission of
Contractor’s Activity Report
• Timely payment of order processing
charge
0-5 Points 10
(10% of Total)

6. References
Provide at least five (5) adequate references
and examples of fleet government sales to
government customers in comparable size and
requirements. Please provide contact
information and details about what types and
quantities of products were sold.
0-5 Points 5
(5% of Total)
1906
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 28 10. Evaluation Process
In the event of any tie bids, H-GAC may award a contract by drawing lots or by awarding to multiple contractors. If time permits the bidders involved shall be given an opportunity to attend the drawing.

The drawing must be witnessed by at least three (3) persons and the contract file must contain the names and addresses of the witnesses and the person supervising the drawing. When an award is made by drawing by lot after receipt of equal low bids, the buyer must describe how the tie was broken by providing a written statement that the contract award was made in accordance with the circumstances justifying the priority used to break the tie or select bids for a drawing by lot. This does not prohibit HGAC from rejecting all bids.

An evaluation committee may consist of representatives from H-GAC and other stakeholders. The committee members will individually evaluate and numerically score each submission in accordance with the evaluation criteria section of this Solicitation. Submissions will be evaluated based on a total top score of 100. The committee members will individually evaluate and numerically score each submission in accordance with the evaluation criteria section of this Solicitation. Respondents with a score of at least 60 may be eligible for a contract award recommendation, at the sole discretion of HGAC. 1907
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 29 11. Selection/Final Approval and Award
A recommendation will be presented to the H-GAC Board of Directors for approval to execute a contract. H-GAC reserves the right to award based on the best interests of H-GAC, whether that be single or multiple awards. However, the final approval and selection of award lies with the Board of Directors. H-GAC reserves the right to delay that date as needed and to reject any and all submissions as deemed in its interest. H-GAC reserves the right to require the awarded Contractor attend a post award meeting with H-GAC staff and/or other designated persons at H-GAC offices in Houston, Texas within thirty (30) calendar days after the award. The purpose of the meeting will be to discuss the terms and conditions and to provide additional information regarding the work tasks and requirements. Awarded Contractor and H-GAC will identify specific goals, strategies and activities planned for meeting program objectives.

H-GAC reserves the right to accept or reject, in whole or in part, any or all responses received and to make an award on the basis of individual item, combination of items, or overall best value response, as it is deemed in the best interest of H-GAC and its Customers.

It is the obligation of the HGACBuy Member to obtain pricing to determine best value with respect to their specific requirements and additional purchasing protocols, and to apply any additional levels of scrutiny when choosing an appropriate contractor.
1908
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 30 12. Presentation/Demo/Interview and Best and Final
Presentation/Demonstration/Interview: The evaluation committee reserves the right to request and require that each Respondent provide a final presentation/demonstration/interview regarding submission at a scheduled date and time. No Respondent is entitled to this opportunity, and no Respondent will be entitled to attend the presentation/demonstration/interview of any other Respondent. The purpose of the presentation/demonstration/interview is to inform the work of the evaluation committee. If necessary, Respondents may be required to make more than one presentation/demonstration/interview. Interviews can incorporate clarifying questions of the evaluation committee and H-GAC reserves the right to utilize the information to complete final scoring of proposals after the presentation/demonstration/interview. During this process, the proposer cannot incorporate, or present new information not contained in the original submitted proposal.

Best and Final Offer (BAFO): H-GAC reserves the right to request a Best and Final Offer from finalist Respondent(s), if it deems such an approach necessary. In general, BAFO would consist of updated costs and answers to specific questions that were identified during the evaluation. If H-GAC chooses to invoke this option, Submissions would be re-evaluated by incorporating the information requested in the BAFO document, including costs, and answers to specific questions presented in the document. The specific format for the BAFO would be determined during evaluation discussions. Turnaround time for responding to a BAFO is usually brief (i.e., five (5) business days). 1909
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 31 13. Debrief/Protest
Requesting a Debrief: Requests for a debriefing must be made in writing to HGACBuySolicitations@hgac.com within five (5) working days after notification of non-selection. H-GAC reserves the right to not conduct debriefings if requests are made after that time. This procedure is NOT available to Respondents who did not participate in the selected Solicitation, to non-responsive or non-timely Respondents, or when all submissions are rejected.

Resolution of Protested Solicitations: Any Respondent who is aggrieved in connection with a purchase transaction may file a grievance. The grievance may be filed at any phase of the procurement, and up to five (5) days after the H-GAC Board of Directors public agenda is posted for action regarding the questioned item. Grievances filed more than five (5) working days after action by the H-GAC Board of Directors will not be deemed timely and will not be considered. In order for a Respondent to enter the grievance process, a written complaint must be sent to the Deputy Assistant Director of H-GAC by certified mail and sent to 3555 Timmons Lane, Houston, Texas 77027, which includes the following:

A. Name, mailing address and business phone number of the complainant.

B. Appropriate identification of the procurement being questioned.

C. A precise statement of the reasons for the protest.

D. Supporting exhibits, evidence, or documents to substantiate any claims.

The grievance must be based on an alleged violation of H-GAC’s Procurement Procedures, a violation of State or Federal Law (if applicable), or a violation of applicable grant or contract agreements to which HGAC is a party. Failure to receive a procurement award from H-GAC in and of itself does not constitute a valid grievance. Upon receipt of grievance, the Deputy Executive Director will initiate the informal resolution process.

The Procurement and Contracts Department will contact the complainant and all interested parties and attempt to resolve the allegations informally within ten (10) working days from the date of complaint. If the allegations are successfully resolved by mutual agreement, documentation will be forwarded to the Deputy Executive Director of the resolution with specifics on each point addressed in the original complaint.

If the Procurement and Contracts Department is not successful in resolving the allegations, the complaint, along with the comments, will be forwarded to the Deputy Executive Director immediately.

The Deputy Executive Director will review all documentation. All interested parties will be given written notice of the date, time, and place of hearing and an opportunity to present evidence. A written decision will be issued within five (5) working days after the hearing along with notice of appeal rights.

The complainant may appeal the Deputy Executive Director’s decision by submitting a written appeal, within five (5) working days, to the Executive Director of H-GAC. The Executive Director, upon receipt of a written notice of appeal, will contact the complainant and schedule a hearing within ten (10) working days. The Executive Director of H-GAC has the option of appointing a Hearing Officer to preside over the hearing. If appointed, the Hearing Officer will conduct a hearing and forward a summary and recommended resolution to the Executive Director.
1910
Request For Proposal #SC06-24A
Title: Sewer/Storm Water, Hydro-Excavating Equipment and Related Services-A 32 The decision reached by the Executive Director or his designee will be final and conclusive. This decision will be forwarded to the complainant in writing within thirty (30) working days.

The Respondent may, if it elects to do so, appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction.
1911
RESOLUTION NO. xx-25________

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RICHMOND

AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL
SERVICES AGREEMENT WITH SEWERAI CORP. FOR INSPECTION DATA MANAGEMENT SERVICES, INCLUDING CONSOLIDATION OF THE CITY’S

HISTORICAL CCTV INSPECTION LIBRARY AND IMPLEMENTATION OF THE PIONEER® PLATFORM
WHEREAS, the City of Richmond owns extensive sanitary sewer and storm drainage collection systems that require ongoing inspection, condition assessment, and maintenance planning; and WHEREAS, State regulatory frameworks, including the State Water Resources Control Board’s Waste Discharge Requirements for Sanitary Sewer Systems (SSS WDR), the City’s Sanitary Sewer Management Plan (SSMP), and its NPDES Municipal Stormwater Permit, require the City to maintain accurate inspection records, evaluate system condition, and prioritize rehabilitation needs; and
WHEREAS, the City’s historical CCTV inspection data is dispersed across multiple contractors, formats, and databases, limiting staff’s ability to efficiently assess system condition, support regulatory compliance, and plan long-term capital improvements; and WHEREAS, the PIONEER® platform offered by SewerAI Corp. will enable the City to consolidate its historical CCTV archive, standardize future inspection workflows, and support asset-management and capital-planning efforts; and
WHEREAS, the City intends to utilize HGACBuy Contract No. SC06-24 to obtain inspection data management services from SewerAI Corp.; and
WHEREAS, Richmond Municipal Code section 2.52.330 authorizes the City to procure supplies or services without formal bidding when the purchase is made pursuant to a contract awarded by another public agency through a competitive process; and WHEREAS, City staff has reviewed HGACBuy Contract No. SC06-24 and determined that it was competitively awarded and that its use satisfies the requirements of Richmond Municipal Code section 2.52.330; and
WHEREAS, staff recommends entering into a Professional Services Agreement with SewerAI Corp. under the pricing, scope, and terms available through HGACBuy Contract No. SC06-24; and
WHEREAS, procuring these services will support regulatory compliance, improve inspection data accessibility, and strengthen the City’s long-term planning capabilities; and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Richmond adopts the following:

Section 1. The City Council finds and determines that the facts and statements contained in the Staff Report accompanying this Resolution are true and correct.

Section 2. The City Council hereby authorizes the City Manager to execute a Professional Services Agreement with SewerAI Corp. for inspection data management services, 1912
including the consolidation and migration of the City’s historical CCTV inspection library and deployment of the PIONEER® inspection data platform.

Section 3. The Agreement shall include a three-year base term with two optional oneyear extensions at the City’s sole discretion and shall incorporate SewerAI’s finalized scope of services and pricing as Exhibit A to the Agreement.

Section 4. All costs associated with the Agreement shall be paid from the Sewer Enterprise Fund, and no General Fund dollars shall be used. The total cost for Year 1 shall not exceed $295,590, and estimated annual costs for subsequent years shall not exceed $75,090 per year, subject to appropriation in future budgets.

Section 5. This Resolution shall become effective immediately upon its passage. *****************************
I certify that the foregoing resolution was passed and adopted by the Council of the City of Richmond at a regular meeting thereof held December 16, 2025, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:

Mayor
Approved as to form:

City Attorney
1913

CITY OF RICHMOND

STANDARD CONTRACT
Department: City Project Manager:

City Project Manager E-mail: City Project Manager Phone No:

Vendor No: Contract No:

Description of Services:

The parties to this STANDARD CONTRACT do mutually agree and promise as follows:

1. Parties. The parties to this Contract are the City of Richmond, a municipal corporation (“the City”), and the following named Contractor:

Contractor Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No:
☐ A California corporation, ☐ limited liability corporation ☐ general partnership, ☐ limited partnership, ☐ individual, ☐ non-profit corporation, ☐ individual dba as [specify:] ____________________ ☐ other [specify:] _______________________________

2. Term. The effective date of this Contract is _______________________ and terminates _________________ unless terminated earlier as set forth herein.

3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $______________ (“Contract Payment Limit”) unless a Contract Amendment has been approved by the City Council or City Manager. If this amount includes a contingency, Contractor acknowledges that any use of such contingency shall be for work beyond the original scope of services and requires prior written authorization by the City. If noted below, Compensation for work done under this Contract, shall not exceed as follows:

FY _________ total compensation shall not exceed $_________________ FY _________ total compensation shall not exceed $_________________ FY _________ total compensation shall not exceed $_________________

4. Contractor’s Obligations. Contractor agrees to perform all work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, in accordance with the Service Plan set forth in Exhibit A, attached hereto and incorporated herein.

5. City Obligations. City shall make payments to the Contractor in accordance with the Payment Provisions set forth in Exhibit B, attached hereto and incorporated herein.

Public Works Robert Armijo [email protected] (510) 620-5477 Based on the proposal: annual software subscription, AutoCode volume commitments, Risk & Rehab AI engines, 12 TB migration, historical database mapping, and HGAC-Buy pricing. SewerAI Corp 1646 N California Blvd Walnut Creek CA 94596 Andrew Florita (855) 952-2200 [email protected] 40069038 Delaware Corp December 16, 2025 December 15, 2028 445,770.00 25/26 295,590.00 26/27 75,090.00 27/28 75,090.00 1914

6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C), attached hereto and incorporated herein.

7. General Conditions. This Contract is subject to the General Conditions (Exhibit D), which are attached hereto and incorporated herein.

8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any), which are attached hereto and incorporated herein.

9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F), which are attached hereto and incorporated herein.

10. Sanctuary City Compliance Statement. This Contract is subject to the Sanctuary City Compliance Statement (Exhibit G), which is attached hereto and incorporated herein.

11. Signatures. These signatures attest the parties' agreement hereto:

CITY OF RICHMOND,
a municipal corporation [BUSINESS NAME]
(* The Corporation Chairperson of the Board, President, or Vice President should sign below)
By: _________________________ By: ___________________________ Title: ________________________ Title: __________________________ Date Signed: _________________ Date Signed: ___________________ I hereby certify that this Contract (* The Corporation Chief Financial Officer or Assistant has been approved by City Council Treasurer, or Secretary or Assistant Secretary should or the City Manager. sign below)
By: _________________________ By: ___________________________ City Clerk Title: __________________________
Date Signed: ____________________
Approved as to form:
(NOTE: Pursuant to California Corporations Code Section By: _________________________ 313, if Contractor is a corporation or nonprofit organization, City Attorney this Contract (1) must be signed by (a) the Chairperson of the Board, President, or Vice-President and (b) the
Chief Financial Officer or Assistant Treasurer, or
Secretary or Assistant Secretary)
LIST OF ATTACHMENTS:

Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Sanctuary City Compliance Statement Exhibit G
SewerAI Corp
1915
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT A

SERVICE PLAN
Contractor shall, to the satisfaction of the Project Manager (set forth in Exhibit B), perform the following services and be compensated as outlined below [or attach service plan if necessary]:

SewerAI Corp
See attached service plan
1916
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT B

PAYMENT PROVISIONS

1. COMPENSATION TO CONTRACTOR:
a. Provided Contractor is not in default under this Contract, Contractor shall be compensated in the manner set forth herein.
b. All payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photocopying, meals and travel, etc.). Invoices shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request. c. All City vendors receiving new contracts shall sign up to receive electronic payments through the City’s Automated Clearinghouse (ACH) payments service/provider.

2. SUBMISSION OF INVOICES:

Contractor shall submit timely invoices by email to
[email protected] and/or to the following address:

Attention: City of Richmond Finance/Account Payable
Project Manager: _______________________
P.O. Box 4046
Richmond, CA 94804

3. All invoices that are submitted by Contractor shall be subject to the approval of the City Project Manager, _______________________, before payments shall be authorized.
a. The City will pay invoice(s) within 45 days after completion of services to the City’s satisfaction. The City shall not pay late fees or interest.
b. All appropriate permits, certificates, and licenses, including a City business license shall be obtained and maintained for the duration of this Contract before any payment is authorized.

4. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract is executed by the City. The insurance coverage required by this Contract shall be maintained by Contractor for the duration of this Contract and must be in place before any payment is authorized.

Robert Armijo Robert Armijo SewerAI Corp
1917
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

1. All required written notices shall be delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.

2. Each notice shall be deemed to have been received on the earlier to occur of:
actual delivery or the date on which delivery is refused; or three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).

3. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address.

4. All notices, demands, requests, or approvals from Contractor to the City shall be addressed to the City at:

City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
Email: ________________________________________________

5. All notices, demands, requests, or approvals from the City to Contractor shall be addressed to Contractor at:

Attn:

Email: ________________________________________________ Robert Armijo [email protected] Corp SewerAI Corp 1646 N California Blvd Walnut Creek CA 94596 [email protected] Andrew Florita 1918
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT D

GENERAL CONDITIONS

1. INDEPENDENT PARTIES:

Contractor hereby declares that Contractor is engaged as an independent business and Contractor agrees to perform the services as an independent contractor.

The manner and means of conducting the services and tasks are under the control of Contractor except to the extent they are limited by statute, rule or regulation and the express terms of this Contract. No civil service status or other right of employment will be acquired by virtue of Contractor’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Contractor, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any compensation due to Contractor. Payments of the above items, if required, are the responsibility of Contractor.

2. TIME IS OF THE ESSENCE:

Contractor and the City agree that time is of the essence regarding the performance of this Contract.

3. STANDARD OF CARE:

Contractor agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals or service Contractors, as applicable, in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City.

4. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

Contractor assumes all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Contractor shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Contractor.

5. NON-DISCRIMINATION:

Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Contractor and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, SewerAI Corp
1919
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Contractor agrees that any violation of this provision shall constitute a material breach of this Contract.

6. CITY PROPERTY:
a. Each and every report, draft, work product, map, record, applicable plans, drawings, calculation, data, specification, video, graphic, or any other material or document produced, prepared or caused to be prepared by Contractor pursuant to or in connection with this Contract shall be the exclusive property of the City. b. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 11 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data. c. No report, information or other data given to or prepared or assembled by Contractor pursuant to this Contract shall be made available to any individual or organization by Contractor without prior approval of the City Manager or their designee. d. Contractor shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Contract.

7. RECORDS:
a. Contractor shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Contractor’s performance under the Contract, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Contract (collectively the “Records”).
b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Contract. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Contractor for a period of five (5) years after receipt of final payment.

SewerAI Corp
1920
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
c. If supplemental examination or audit of the Records is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Contract or failure to act in good faith, then Contractor shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.

8. PERMITS AND LICENSES:

Contractor, at its sole expense, shall obtain and maintain during the term of this Contract, all appropriate permits, certificates and licenses, including a City business license, required in connection with the performance of the services and tasks hereunder.

The failure to obtain such permits and licenses shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.

9. TERMINATION:
a. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder immediately upon transmission of written notice to Contractor as provided in Exhibit C “Authorized Representatives and Notices”.
b. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Exhibit B; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

10. CONFLICT OF INTEREST:

Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under SewerAI Corp
1921
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.

11. HOLD HARMLESS:
a. To the fullest extent permitted by law, Contractor shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including attorney’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Contractor’s performance of its obligations under this Contract or failure to comply with any of its obligations under this Contract or out of the operations conducted by Contractor even if the City is found to have been negligent. If the Claims filed against Indemnitees allege negligence, recklessness or willful misconduct on the part of Contractor, Contractor shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Contractor. Contractor shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Contract are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Contract. b. This indemnification obligation shall survive this Contract and shall not be limited by any term of any insurance policy required under this Contract; provided however, that if this Contract is for design professional services, this indemnity provision is limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional (as defined in California Civil Code section 2782.8).

12. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT:
a. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
b. Contractor shall not assign, sublease, hypothecate, or transfer this Contract, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Contractor shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer.

The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for SewerAI Corp
1922
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
money against the City under this Contract may be assigned by Contractor to a bank, trust company or other financial institution without prior written consent. c. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or jointventure or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
d. Only those persons and/or businesses whose names and resumés are attached to this Contract shall be used in the performance of this Contract. However, if after the start of this Contract, Contractor wishes to use sub-contractors, at no additional costs to the City, then Contractor shall submit a written request for consent to add subcontractors including the names of the sub-contractors and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion. e. Each sub-contractor shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Contractor.
f. In addition, any tasks or services performed by sub-contractors shall be subject to each provision of this Contract. Contractor shall include the following language in their Contract with any sub-contractor: “Sub-Contractors hired by Contractor agree to be bound to Contractor and the City in the same manner and to the same extent as Contractor is bound to the City.”
g. The requirements in this Section 12 shall not apply to persons who are merely providing materials, supplies, data or information that Contractor then analyzes and incorporates into its work product.

13. SAFETY:
a. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor will be solely and completely responsible for conditions of all vehicles owned or operated by Contractor, including the safety of all persons and property during performance of the services and tasks under this Contract.

Contractor shall assume sole and complete responsibility for the safety of Contractor's employees and any of subcontractor's employees This requirement will apply continuously and not be limited to normal working hours. In addition, Contractor will comply with all safety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable SewerAI Corp
1923
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Contract. Where any of these are in conflict, the more stringent requirements will be followed. Contractor’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein.
b. Contractor will immediately notify the City (in no event less than 24 hours) of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Contract. Contractor will promptly submit to the City a written report of all incidents that occur in connection with this Contract. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Contractor’s employee(s) involved in the incident; (iii) name and address of Contractor’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.
c. Contractor acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Contractor agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings.

Contractor also agrees to make available to the City, at the City’s request, records to demonstrate Contractor’s compliance with this Section.

14. INSURANCE:

Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.

15. COMPLIANCE WITH ALL APPLICABLE LAWS:
a. During the term of this Contract, Contractor shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Richmond which affect the manner in which the services or tasks are to be performed by Contractor, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Contractor shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50,

2.52, 2.56, and 2.60, if applicable.
b. Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor is required to provide the City with documents and information verifying its compliance with the Living Wage Ordinance. Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance as prescribed in § 2.60.070 of the Municipal Code.

SewerAI Corp
1924
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
c. Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or sub-Contractor under an agreement or sub-agreement with the City for public works, goods or services to refrain from discriminatory employment or practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential sub-contractor. d. Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at http://www.ci.richmond.ca.us/workplacepolicies.

Contractor agrees to abide by the terms and conditions of said policies.

16. INTEGRATED CONTRACT:

The Recitals and exhibits are a material part of this Contract and are expressly incorporated herein. This Contract represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Contract will be effective only by written execution signed by both the City and Contractor.

17. CONFLICTING PROVISIONS:

In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Condition as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.

18. FORCE MAJEURE:

Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.

19. CONFLICT OF LAW:

This Contract shall be interpreted under, and enforced by the laws of the State of SewerAI Corp
1925
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Contract and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Contract (or the successors of those authorities). Any suits brought pursuant to this Contract shall be filed with the courts of the County of Contra Costa, State of California.

20. CLAIMS:

Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.

21. INTERPRETATION:

This Contract shall be interpreted as if drafted by both parties.

22. WARRANTY:

If any product is be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.

23. SEVERABILITY:

In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.

24. AUTHORITY:

City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that they are duly authorized to enter into and execute this Contract on behalf of Contractor, SewerAI Corp
1926
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
and shall be personally liable to City if they are not duly authorized to enter into and execute this Contract on behalf of Contractor.

25. WAIVER:

The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach. Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payment therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.

26. COUNTERPARTS:

This Contract may be executed in any number of counterparts (including by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

27. SANCTUARY CITY CONTRACTING ORDINANCE (SCCO):

The Richmond Sanctuary City Contracting Ordinance No. 12-18 prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit G.

SewerAI Corp
1927
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT E

SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable, otherwise please state “NONE”):

SewerAI Corp
1928
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT F

INSURANCE PROVISIONS
☐ CHECK HERE IF RISK MANAGEMENT HAS APPROVED WAIVING INSURANCE REQUIREMENTS FOR THIS CONTRACT.

1. CERTIFICATES: Before the commencement of the terms of this Contract, and during the entire term of this Contract and any extension or modification thereof, Contractor shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with coverage requirements set forth by the City and incorporated herein.

Such certificates, which do not limit Contractor’s indemnification, shall also contain substantially the following statement:
“Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the City of Richmond.

Attention: Risk Manager.”
Contractor shall maintain in force at all times during the performance of this Contract all appropriate coverage of insurance required by this Contract with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Contractor shall deliver updated insurance certificates to the City at the address set forth in Exhibit C prior to the expiration of the existing insurance certificate for the duration of the term of Contract.

Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates.

2. COVERAGE REQUIREMENTS: The City’s insurance requirements depend upon the type of service being provided and/or the provider. The City’s insurance requirements will fall into one of the following categories (unless otherwise provided by the City):

Consultants and Contractors – Type 1
Professional Services – Type 2
Environmental Risk/Hazardous Waste Material – Type 3
Lease of City Property – Type 4
Vendors, Suppliers, Small Grant Recipients & Nonprofit Organizations – Type 5 Transportation Providers – Type 6
Professional Services Pyrotechnics – Type 7
Cyber and I.T. Risks – Type 8
SewerAI Corp
1929
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
The insurance requirements classification applicable to this Contract shall be attached to this Exhibit F and made a part hereof.

3. FAILURE TO SECURE: If Contractor at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Contractor’s name or as an agent of Contractor and shall be compensated by Contractor for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.

4. SUFFICIENCY OF INSURANCE: The insurance limits required by the City are not represented as being sufficient to protect Contractor. Contractor is advised to consult Contractor’s insurance broker to determine adequate coverage for Contractor. The coverage and limits shall be (1) the minimum coverage and limits specified in this Contract; or (2) the broader coverage and maximum limits of the coverage carried by or available to Contractor; whichever is greater.

INSERT INSURANCE REQUIREMENTS CLASSIFICATION APPLICABLE TO THIS CONTRACT: (IF NECESSARY, CONFIRM WITH RISK MANAGER)
SewerAI Corp
1930
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT G

SANCTUARY CITY COMPLIANCE STATEMENT
The undersigned, (hereafter "Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”).

Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;
ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.

Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.

By executing this statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.

Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Printed Name: Title:

Signed: Date:

Business Entity:

SewerAI Corp
1931