Richmond City Council
December 16, 2025

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.

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 City-
issued 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

Bradley Harms
12/4/2025
12/4/2025
Robert Armijo
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 H- GAC in performance of the Master Agreement shall be construed as making the Contractor the agent, servant, or employee of H-GAC, the State of Texas, or the United States Government. Employees of the Contractor are DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE

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/prime- subcontracting

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

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

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

ARTICLE 17: TAX EXEMPT STATUS
H-GAC and Customer members are either units of government or qualified non-profit agencies, and are generally exempt from Federal and State sales, excise or use taxes. Respondent must not include taxes in its Response. It is the responsibility of Contractor to determine the applicability of any taxes to an order and act accordingly.

Exemption certificates will be provided upon request.

ARTICLE 18: EXAMINATION OF RECORDS
The Contractor shall maintain during the course of the work complete and accurate records of all of the Contractor's costs and documentation of items which are chargeable to H-GAC under this Master Agreement. H- GAC, through its staff or designated public accounting firm, the State of Texas, and United States Government, shall have the right at any reasonable time to inspect, copy and audit those records on or off the premises by authorized representatives of its own or any public accounting firm selected by H-GAC. The right of access to records is not limited to the required retention period, but shall last as long as the records are retained. Failure to provide access to records may be cause for termination of the Master Agreement. The records to be thus maintained and retained by the Contractor shall include (without limitation): (1) personnel and payroll records, including social security numbers and labor classifications, accounting for total time distribution of the Contractor's employees working full or part time on the work, as well as cancelled payroll checks, signed receipts for payroll payments in cash, or other evidence of disbursement of payroll payments; (2) invoices for purchases, receiving and issuing documents, and all other unit inventory records for the Contractor's stocks or capital items; and (3) paid invoices and cancelled checks for materials purchased and for subcontractors' and any other third parties' charges.

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

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

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

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

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

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

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

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

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

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

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

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 - 276a- 7), the Copeland Act (40 U.S.C. 276c), and the Contract Work Hours and Safety Standards Act (40 U.S.C. 327- 332), as set forth in Department of Labor Regulations at 20 CPR 5.5a; (n) the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94-163).

ARTICLE 34: PROHIBITION ON CONTRACTING WITH ENTITIES USING CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE EQUIPMENT (EFFECTIVE AUG. 13, 2020 AND AS AMENDED OCTOBER 26, 2020)
Pursuant to 2 CFR 200.216, Contractor shall not offer equipment, services, or system that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Covered telecommunications equipment or services means 1) telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); 2) for the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); 3) telecommunications or video surveillance services provided by such entities or using such equipment; or 4) telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. Respondent must comply with requirements for certifications. The provision at 48 C.F.R Section 52.204-26 requires that offerors review SAM prior to completing their required representations. This rule applies to all acquisitions, including acquisitions at or below the simplified acquisition threshold and to acquisitions of commercial items, including commercially available off the-shelf items.

ARTICLE 35: DOMESTIC PREFERENCE
In accordance with 2 CFR 200.322, as appropriate and to the extent consistent with law, when using federal grant award funds H-GAC should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). H-GAC must include this requirement in all subawards including all contracts and purchase orders for work or products under the federal grant award. If Contractor intends to qualify for Purchase Orders using federal grant money, then it shall work with H-GAC to provide all required certifications and other documentation needed to show compliance.

ARTICLE 36: CRIMINAL PROVISIONS AND SANCTIONS
The Contractor agrees to perform the Master Agreement in conformance with safeguards against fraud and abuse as set forth by the H-GAC, the State of Texas, and the acts and regulations of any related state or federal agency.

The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud, abuse, or other criminal activity through the filing of a written report within twenty-four (24) hours of knowledge thereof. Contractor shall notify H-GAC of any accident or incident requiring medical attention arising from its activities under this Master DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE

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

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.

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ARTICLE 48: DISPUTES
All disputes concerning questions of fact or of law arising under this Master Agreement, which are not addressed within the Whole Master Agreement as defined pursuant to Article 4 hereof, shall be decided by the Executive Director of H-GAC or his designee, who shall reduce his decision to writing and provide notice thereof to the Contractor. The decision of the Executive Director or his designee shall be final and conclusive unless, within thirty (30) days from the date of receipt of such notice, the Contractor requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under this Article, the Contractor shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be final and conclusive. The Contractor may, if it elects to do so, appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the Master Agreement and in accordance with H­GAC'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

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

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

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:

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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:

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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

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

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

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

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 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 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 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 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 12,000.00$ 5%
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.
6,000.00$ 5%
SewerAI CorporationOn-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 View- Mode 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 2,400.00$ 5%
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.

5.00$ 5%
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 playback0.05$ 5% 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

0.10$ 5%
SewerAI CorporationAUTOCODE™ 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

40.00$ 5%
SewerAI CorporationAUTOCODE™ 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

35.00$ 5%
SewerAI CorporationAUTOCODE™ 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

30.00$ 5%
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.

0.30$ 5%
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.

0.27$ 5%
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.

0.25$ 5%
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.

0.23$ 5%
DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE SewerAI CorporationAutoCode™ 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
100,000.00$ 5%
SewerAI CorporationAutoCode™ 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
150,000.00$ 5%
DocuSign Envelope ID: B85DF563-3C43-4D65-9CC5-140CF2FF9FFE

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 afl[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]

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]

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] 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]

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]

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]

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]

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

Houston-Galveston Area Council

REQUEST FOR PROPOSAL
Sewer/Storm Water, Hydro-Excavating Equipment and Related Services- A
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

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 non- responsive. 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.

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 non- profits 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.

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 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 H- GAC.

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 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/bid- notices/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.

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 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 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.

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
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.

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.

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.

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.

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/federal- contracting/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.

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.

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

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...

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*
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:

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 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...

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
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)
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 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. 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)
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)

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 H- GAC 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 H- GAC.

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.

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).

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@h- gac.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 H- GAC 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.

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.