City Council and Concurrent Authorities
April 14, 2026

(Rev. 1.17.2025)

COOPERATIVE/PIGGYBACK PURCHASE AGREEMENT
AGREEMENT SUMMARY:

1. Cooperative/Piggyback
Name:

2. Contractor:

3. Cooperative Agency
Agreement Name and
Agreement Number:

4. Cooperative Agency Initial
Agreement Term:

5. Cooperative Agency’s
Agreement-Options to
extend:

6. Cooperative Agency
Amended Term:

7. Cooperative Agency
Remaining Options to
Renew:

8. City of Stockton
Cooperative Purchase
Agreement Term:

9. City of Stockton
Cooperative/ Piggyback
Purchase Agreement
Amount:

Helping Governments Across the Country Buy
(HGAC)
Golden State Fire Apparatus of Sacramento, CA
Start Date: December 12,2023
End Date: November 30, 2027
N/A
N/A
Start Date: Upon Execution
End Date: November 30, 2027
Not to Exceed $652,365.69 for the term of the
Agreement.

BME Fire Trucks Contract No. FS12-23
N/A

ATTACHMENT C

(Rev. 1.17.2025)

AGREEMENT
The City of Stockton, a California municipal corporation on behalf of itself and its associated entities ("City"), and the above-named Contractor (“Contractor”), do hereby agree that City shall be granted the pricing, terms, and conditions under the above referenced BME Fire Trucks Contrac t No. FS12-23 (“COOP”) as such may be amended from time to time. The COOP and associated documents referenced in the agreement are incorporated herein as Exhibit A to this City Cooperative/Piggyback Purchase Agreem ent (“Agreement”).

Contractor shall grant such pr icing, terms, and c onditions to City for all procurements of goods and services, whether tak ing place on a City purchase order, purchasing card (credit c ard), or other purchas ing modality, whether via telephone, via the Contractor website, or via direct purchase at a Contractor retail location.
 Agreement Term: The Term of this Agreement shall remain in effect from date of the signing of this Agreement through November 30, 2027,unless terminated earlier by the City.

If the Cooperative/Piggyback Agency extends the COOP with Contractor by a written amendment, the City has the option to extend the term of this Agreement by written amendment not to go beyond the term stated in the COOP fully executed amendment.  Insurance and Hold Harmless: In addition to the pricing, terms and conditions stated in the COOP and the associated documents incorporated herein as Exhibit A, Contractor shall, at Contractor’s sole cost and expense and for the full term of the Agreement or any extension thereof, obtain and maintain at least all the insurance requirements listed in attached Exhibit B.

To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify City of Stockton and its officers, officials, employees and volunteers from and against any and all liability, loss, damage, expense, costs (including without limitation costs and
fees of litigation) of every nature arising out of or in connection with Contractor’s performance of work hereunder or its failure to comply with any of its obligations contained in the agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the City of Stockton. This obligation is independent of, and shall not in any way be limited by, the minimum Insurance obligations contained in this Agreement.

These obligations shall survive the completion or termination of this Agreement.

3. Compensation: City and Contractor do hereby enter into this Agreement for One (1) BME Fire Truck available inthe above-named COOP and associated documents incorporated herein as Exhibit A andreferenced in the attached quote Exhibit C. In no way, shall payment to the Contractorduring the term of this Agreement exceed $652,365.69 for the purchase  ofone (1) BME Fire Truck.

Any person signing this Agreement on behalf of City orContractor does warrants that he or she has full authority to do so.

ATTACHMENT C

ATTACHMENT C

4. Governing Law. California law shall govern any legal action pursuant to this Agreement with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the Federal District Court of California, Eastern District, Sacramento Division.

5. Applicable Law. Deliverables must conform with all applicable federal, state, and local laws. Such conformity includes compliance with federal sanctions, and Contractor certifies that it has not and will not engage in prohibited transactions with sanctioned persons or entities.

This Agr eement may be amended only by a written amendment, consistent with the COOP, signed by Contractor and City.

CITY OF STOCKTON
Johnny Ford, City Manager
Date: --------
ATTEST:

Katherine Roland, CMC, CPMC, City Clerk
APPROVED AS TO FORM:

Marci A. Arredondo, City Attorney
Print name
Print flame v
Title:
[If Contractor is a corporation, signatures must
comply with Corporations Code §313]
Title:
(Rev. 1.17.2025) Page 3 of 36
H-GAC
Houston-Galveston Area Council
P.O. Box 22777 · 3555 Timmons · Houston, Texas 77227-2777 Cooperative Agreement - Contract - Golden State Fire Apparatus, Inc. - Public Services - ID: 11602 - - FS12- 23 MASTER GENERAL PROVISIONS
This Master Agreement is made and entered into, by and between the Houston-Galveston Area Council hereinafter referred to as H-G AC havi ng its princi pal place of business at 3555 Timmons Lane, Suite 120, H
ouston, Texas 77027 and Golden State Fire Apparatus, Inc ., hereinafter referred to as the Contrac tor, having its principal pl ace of bus iness at 7400 Reese Road, Sacr amento, CA 95828.

WITNESSETH:

WHEREAS, H-GAC hereby engages the Contractor to perf orm cer tain services in accordance with the specifications of the Master Ag reement; and
WHEREAS, the Contractor has agreed to perfor m such services in accordance with the specifications of the Mas
ter Ag reement;
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 Mast er Agreement. The Contractor's governing body, w he re applicable, has authorized the signatory offi cial(s) to en ter into this Master Agreement and bind the Contractor to the terms of this Ma ster Agreement an d any subsequen t amendments hereto.

ARTICLE 2:

APPLICABLE LAWS
The Contractor agrees to conduct all activities under this Master Agreement in accordance with all fede ral laws, execu
tive orders, policies, procedures, applicable rules, regulations, directives, standards, ordinances, and laws, in eff
ect or promulgated during the term of this Ma st er Agreement, including without limitation, workers’ com
pensation laws, minimum and maximum salary and w age statutes and regulations, and licensing laws and regulations. When required, the Contractor shall furnish H-GAC with sat isfactory proof of its compliance ther
ewith.

ARTICL
E 3: PUBLIC INFORMATION
Except as stated below, all materials submitted to H-GAC, including any attachm e nts, appendices, or other information submitted as a part of a submission or Mas ter Agreement, are considered public information, and becom
e the property of H-GAC upon submission and may be reprinted, published, or distributed in any man ner by H-GAC according to open records laws, requirements of the US Department of Labor and the State of Texas, and H-GAC policie s and procedures. In the event t he Contractor wishes to claim port i ons of the re spons e are not subject to the Texas Public Information Act, it shall so; however, the determination of the Texas Attorney Ge neral 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 wor k subm itted. H-GAC will not be held accountable if material from submissions is obtained without the writt en consent o f the contractor by parties o ther than H-GAC, at any tim
e during the evaluation process.

ARTICLE 4: INDEPENDENT CONTRACTOR
The execution of this Maste r Agreement and the rendering of services prescribed by this Master Agreement do not change th e independent status of H-GAC or the Contractor. N o 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 


















ATTACHMENT C

EXHIBIT A
employee of H-GAC, the State of Texas, or the United States Government. Employees of the Contractor are subject to the exclusive control and supervision of the Contractor. The Contractor is solely responsible for employee related disputes and discrepancies, including employee payrolls and any claims arising therefrom.

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

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

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

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

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

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

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

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

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

6. Nothing in this provision will be construed to require the utilization of any firm that is either unqualified or unavailable. The Small Business Administration (SBA) is the primary reference and database for information on requirements related to Federal Subcontracting https://www.sba.gov/federal-contracting/contracting-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 


















ATTACHMENT C

subcontractors, provision of documented evidence that an active participatory role for a DBE entity was considered in a procurement transaction, etc.

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

ARTICLE 9: PERFORMANCE PERIOD
This Master Agreement shall be performed during the period which begins Dec 01 2023 and ends Nov 30 2027.

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 


















ATTACHMENT C

local government audit staff, a certified public accountant firm, or other auditors designated by H-GAC and will be conducted in accordance with applicable professional standards and practices. The Contractor understands and agrees that the Contractor shall be liable to the H-GAC for any findings that result in monetary obligations to H- GAC.

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

Exemption certificates will be provided upon request.

ARTICLE 18: EXAMINATION OF RECORDS
The Contractor shall maintain during the course of the work complete and accurate records of all of the Contractor's costs and documentation of items which are chargeable to H-GAC under this 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) y
ears from the later of the date of acceptance of the final payment or until all audit findings have been resolved.

I
f 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



















ATTACHMENT C

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 am
endment 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 that all such amendments must be in writing. After a period of no less than 30 days subsequent to writ ten
noti
ce, unless sooner implementation is required by law, such amendments shall have the effect of qualify
ing 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 a ny purchase orders issued to the Contractor for the purpos
es 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 ack
nowledged 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 contrac
t 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, Contra
ctor 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 Contra
ctor. 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. I f a manufacturer makes any change in a contracted item which does not affect the contract pric e, C
ontractor 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 rem
ove the item from its program and there will be no penalty to Contractor. However, H-GAC may at its sol
e 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. I n 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 c
hanges 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.



















ATTACHMENT C

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 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. 


















ATTACHMENT C

ARTICLE 25: RESTOCKING (EXCHANGES AND RETURNS)
There will be no restocking charge to the Customer for return or exchange of any item purchased under the terms of any award. If the Customer wishes to return items purchased under an awarded contract, the Contractor agrees to exchange, these items for other items, with no additional charge incurred. Items must be returned to Contractor within thirty (30) days from date of delivery. If there is a difference in price in the items exchanged, the Contractor must notify H-GAC and invoice Customer for increase price or provide the Customer with a credit or refund for any decrease in price per Customer’s preference. On items returned, a credit or cash refund will be issued by the Contractor to Customer. This return and exchange option will extend for thirty (30) days following the expiration of the term of the Contract. All items returned by the Customer must be unused and in the same merchantable condition as when received. Items that are special ordered may be returned only upon approval of the Contractor.

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

ARTICLE 27: OUT OF STOCK, PRODUCT RECALLS, AND DISCONTINUED PRODUCTS H-GAC does NOT purchase the products sold pursuant to a Solicitation or 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. Conveni
ence
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 serv
ices hereunder of the Contractor and its employees and subcontractors shall cease to the extent specified in the notice of termination.

T
he 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 aft
er it has received notice of default from H-GAC.

B. D
efault
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) I
f 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 se
rvices herein specified within the Master Agreement term is significantly endangered, and in 


















ATTACHMENT C

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 Cont
ractor 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.

ARTICL
E 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.

T
he required questionnaire and instructions are located on the H-GAC website or at the Texas Ethics Comm
ission 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. C
ertificate 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 disc
losure 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 T
exas 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



















ATTACHMENT C

of materials or leases of equipment, Contractor shall notify each potential subcontractor or supplier of the Contractor's federal compliance obligations. These may include, but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) the Fair Labor Standards Act of 1938 (29 USC 676 et. seq.), (d) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of handicaps and the Americans with Disabilities Act of 1990; (e) the Age Discrimination in Employment Act of 1967 (29 USC 621 et. seq.) and the Age Discrimination Act of 1974, as amended (42 U.S.C. §§ 6101-6107), which prohibits discrimination on the basis of age; (f) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92- 255), as amended, relating to nondiscrimination on the basis of drug abuse; (g) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to the nondiscrimination on the basis of alcohol abuse or alcoholism; (h) §§ 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. 290 dd-3 and 290 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



















ATTACHMENT C
The Contractor agrees to perform the Master Agreem ent in conformance with safeguards against fraud and abuse as set f
orth by the H-GAC, the State of Texas, and the acts and regulations of any related state or federal agen cy.

The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud, abuse, or oth er criminal act ivity throug
h 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 Ma ster Agreement within twenty-four (24) hours of such occurrence. T heft or willful damage to property on loan to the Contract
or from H-GAC, if any, shall be reported to local law en forcement agencies and H-GAC within two (2) hours of discovery of any such act.

T
he Contractor further agrees to cooperate ful ly 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 suc h incidents.

The Contrac
tor 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 affec t the Contractor’s ability to perform services under this Master Agreement.

ARTICLE 37: INDEMNIF

ICATION AND RECOVERY
H-GA
C’s liability under this Master Agreement, whe ther for breach of contract, warranty, negligence, strict liabi
lity, in tort or otherwise, is limited to its order processing charge. In no event w ill H-GAC be liab le 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, of ficials, 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 om ission under this Master Agreement. Contractor shall not ify H-GAC of the threat of lawsuit or of any actual suit filed against Contr actor 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, whet her 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 eithe r to re fund the purchase price or to repair or replace product(s) that are not as warranted. In no event wi ll Contractor be liable for any loss of use, loss o f 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 US ER any amounts determined by H-GAC, its independent auditors, or any agency of State or Federal government to have been pa id in violation of the terms of this Master Agreement.

ARTICL
E 39: TITLES NOT RESTRICTIVE
The titles assigned to the various Articles of this Master Ag reement are for convenience only. Titles shall not be conside
red 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 Agreem ent 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 ev ent of any am biguities, 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 Recove ry A ct. The requirements of Section 6002 include: (1) procuring only item s designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the hig
hest 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 va lue of the quantity acquired during the preceding
fiscal year exceeded $10,000; (2) procuring solid waste management services in a manner that




















ATTACHMENT C
maximizes energy and resource recovery; and (3) establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Pursuant to the Federal Rule above, as required by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6962(c)(3)(A)(i)), Respondent certifies that the percentage of recovered materials content for EPA-designated items to be delivered or used in the performance of the Contract will be at least the amount required by the applicable contract specifications or other contractual requirements.

ARTICLE 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
Contract
or must provide a drug-free workplace in accordance with the Drug-Free Workplace Act, as appli cable.

For the purposes of this Se ction, “drug-free” me ans a worksite at which employees are prohibited from engaging in the unlawful manufacture, distribution, dis pensation, possession, or use of a controlled substance. H-GAC m ay request a copy of this policy.

ARTICLE 45: APP

LICABILITY TO SUBCONTRACTORS
Respondent agrees that all contracts it awards pursuant to the contract awarded as a result of this Mas ter Agreement will be bound by the foregoing terms and conditions.

ARTICLE 46: WARRANTY

AND COPYRIGHT
Submissions must include all warranty inform ation, including item s covered, it ems excluded, duration, and renewability. Submissions must include proof of licensing if using third party code for programming. 


















ATTACHMENT C
ARTICLE 47: DATA HANDLING AND SECURITY
It will always be the responsibility of the selected Contractor to m anage data transfer and to secure al l data appropriately during the project to prevent unauthorized access to all data, products, and deliverables.

ARTICLE 48: DISPUTES
All disputes concerning questions of fact or of law ari sing under this Master Agreement, which are not addressed within the Whole Master Agreement as defined pursuant to Article 4 hereof, shall be dec ided by the Executive Di
rector of H-GAC or his designee, who shall red uce hi s decision to writing and provide notice thereof to the Contractor. The decision of the Executive Director or his designee sha ll be fina l and conclusive unless, within thi
rty (30) days from the date of receipt of s uch notice, the Contractor requests a rehearing from the Executive Di
rector 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 conclus
ive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a disput
e hereunder, the Contractor shall proceed diligently with the performance of the Master Agreement and in accordan
ce with H-GAC's final decision.

ARTICLE 49: CHOICE OF LAW: VENUE
This Master Agreement shall be gov erned by the laws of the State of Texas. V enue 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 im mediately noti fy H- GAC of such disputes.

ARTICLE 50: ORDER OF PRIORITY
In the case of any conflict be tween or within thi s Ma ster Agreement, the following order of priority shall be utilized: 1) General Provisions, 2) Special Provisions, 3) Scop e of Work, and 4) Other Attachments.

A
RTICLE 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 t o this Master Agreement may not be reviewed. If this Mast
er Agreement has not been signed by the Contractor within 30 calendar days, this Mas ter Agreement will b
e automatically voided. The Master General Provisions, Master Special Provisions, and Attachments, as provided herein, constitute the c omplete Master Agreement between the parties hereto, and supersede any and all oral and w
ritten Master Agreements between the parties relating to matters herein. Except as o therwise provided herein, thi
s Master Agreement cannot be modified without written consent of the parties.

ARTICLE 52: UNIVERSAL IDENTIF

IER AND SYSTEM FOR AWARD MANAGEMENT (SAM)
In accordance with 2 CFR Title 2, Subtitle A, Chapter I , Part 25 as it app lies to a Federal awarding agency's grants, cooperativ
e 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 identi fier and maintain an activ
e SAM registration (www.S AM.gov ) with current information (other than any requirement tha t is not applicable because the entity is exempted under § 25.110). 2 CFR 25.200(b) requ ires that registration in the SAM prior to submitting an ap plication or plan; and maintain an active SAM regi stration with current information, including informat ion on a recipient's immediate and h ighest lev el ow ner and subsidiaries, as well as on all predeces
sors 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 identi fier 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 re
view and update its information in the SAM database on an annual basis from the date of initial registration or subsequen
t updates to ensure it is current, accurate and complete. At the time a Federal awarding agency is ready to ma
ke a Federal award, if the intended recipient has not com plied with an applicable requirement to provide a unique entity identifier or maintain an active SAM registration with current information, the Federal awarding 


















ATTACHMENT C
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 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:

Golden State Fire Apparatus, Inc.

Signature $docusign:SignHere::Customer1
Name Ryan Wright
Title President
Date $docusign:DateSigned::Customer1
H-GAC
Signature $docusign:SignHere::InternalSigner
Name Chuck Wemple
Title Executive Director
Date $docusign:DateSigned::InternalSigner

























ATTACHMENT C
H-GAC
Houston-Galveston Area Council
P.O. Box 22777 · 3555 Timmons · Houston, Texas 77227-2777 Cooperative Agreement - Contract - Golden State Fire Apparatus, Inc. - Public Services - ID: 11602 M

ASTER 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.

In
corporated 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/PR

OPOSALS INCORPORATED
In addition to the whole Master A greement, the following documents listed in order of priority are incorporated into the Master Agreement by reference: Bid/Proposal Specifica tions and Contractor’s Response to the
Bid/Proposal.

ARTICLE 2: END USER M
ASTER AGREEMENTS (“EUA”)
H-GAC acknowled
ges 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 Use r Master Agreement (EUA) with the Contractor through this Ma ster Agreement. A CUSTOMER/END USER is a state agency, county, municipalit y, special district, or other political subdivision of a state, or a qualifying non-profit corporation (p
roviding one or more governmental function or service that possess legal authority to enter into the Contract. The ter
m of the EUA may exceed the term of the current H-GAC Master Agreement.

H-GAC’s acknowledg
ement is not an endorsement or approval of the End User Master A greement’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 thi
s 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 favora
ble pricing and terms to H-GAC. If at any time during this Master Agreement, Contractor develops a regularly followed standard p rocedure of entering into Master Agreements with other gov
ernmental 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 sha ll notify H-GAC within ten (10) business days thereafter, a
nd this Master Agreement shall be deemed to be automatically retroactivel y amended, to the effe
ctive 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 pa
st Master Agreement. H-GAC shall have the right and option at any time to decline to acc
ept any such change, in which case the amendment shall be deemed null and void. If Contractor claims that a more favor
able price, warranty, benefit, or term that was charged or offered to another entity during the term of this Master Agreement, doe
s 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



















ATTACHMENT C
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 pro
ducts 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 re mit 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 Cha rge shall be remitted from Contractor to H-GAC, within thirt
y (30) calendar days or ten (10) business days after receipt of a CUSTOMER/END USER’s pa
yment, 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 char ges to H-GAC. F urther, Contractor agrees to encourage entities who are not members of H-GAC’s Cooperative Purchasing Prog ram to execute an H-GAC Interlocal M aster Agreement. H-GAC reserves the right to take appropriate actions including, but not limited to, Master Agr
eement 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 fo r any goods or se rvices a CUSTOMER/END USER procures from Contractor. At all times, Contractor shall remain liable to pay to H-GAC any order pr ocessing charges on any portion of the Master Agreement actually performed, and for which compensation was received b
y Contractor.

ARTICLE 7: LIQUIDAT

ED DAMAGES
Contractor and H-GAC agree that Contractor shall cooperate with the CUSTOMER/END USER at the time a

CUSTOMER/EN
D USER purchase order is placed, to determine terms f or any liquidated damages.

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




















ATTACHMENT C
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 & Pay ment Bond (PPB); therefore, Contractor shall offe
r pricing that reflects this cost savings. Contractor shall remain prepared to offe r a PPB t o cover any order if so requested by the CUSTOMER/END USER. Contractor shall quote a price to CUSTOMER/E ND U SER for provision of any requested PPB , and agrees to furnish the PPB within ten business (10) da
ys of receipt of CUSTOMER/END USER's pur chase 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 Char ge is paid by the CUSTOMER/END USER. Contractor will nee
d 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 Ma
ster Agreement shall be affected in any way by such change. H-GAC shall have the right to determine wheth er 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
I
n the case of physical goods (e.g. equipment, material, supplies, as opposed to services), all Products offered must compl
y with any applicable provisions of the Tex as Business and Commerce Code, Title 1, Chapter 2 and with at least the following:




















ATTACHMENT C
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:



















ATTACHMENT C

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 pa
rtnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent compan y or affiliate of those entities or business associations that exist to
make a profit.

ARTICLE 18: NO EXCLUDED NATION OR TERRORIST ORG

ANIZATION CERTIFICATION
As required by
Chapter 2252 of the Texas Government Code the Contra ctor must certify that it is not a company engaged in active business operations with Sudan, Iran, or a foreign terrorist org anization – specifically, any company identified on a list prepared and m aintained by the Texas Comptroller under Texas Gove
rnment 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 fed eral sanctions regime re
lating to a foreign terrorist organization is not subjec t to the contract prohibition.) ARTICLE 19: PROHI

BITION 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 telecommunica
tions equipment or services as a substantial or essential component of any system, or as critical tec
hnology as part of any system. ‘‘Covered telecommunications equipment or services means 1) telecommunications equi
pment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); 2) for the purpose of public sa fety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corpor ation, Hangzhou Hikvision Digital Te
chnology 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 surve
illance 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, includ
ing commercially available off the-shelf items.

ARTICLE 20: BUY AMERICA ACT (National School Lunch Program and Breakfast Program) With re
spect to products purchased by CUSTOMER/END USER for use in the Na tional School Lunch Program and/or National School Breakfast Program, Contractor shall comply with all federal procurement laws and regulations with re
spect 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




















ATTACHMENT C
CUSTOMER/END USER may require country of origin on all products and invoices submitted for payment by Contractor, and Contractor ag
rees to comply with any such requi rement.

ARTICLE 21: BUY
AMERICA REQUIREMENT (Applies only to Federally Funded Highway and Transit Pr
ojects)
With re
spect to products purchased by CUSTOMER/END USER for use in feder ally funded highway projects, Contractor shall comply with all federal procurement laws and re gulations 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 th
e Steel and Iron Preference provisions of Texas Transportation Code Section 223.045, to the extent applicable. Contra
ctor 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 federa lly funded transit projects, Contractor shall compl
y 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 ex
tent 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 fede
ral grant award funds should, to the greatest ex tent practicable, provide a pref erence for the purchase, acquisition, or use of goods, products, or materials produced in t he 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 Purc hase 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) an
d 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 considerat
ion for an award.

ARTICLE 24: EQUAL EMP

LOYMENT OPPORTUNITY
Except as otherwise provided under 41 CFR Part 60, all Contracts and CUSTOMER/END USER Purchase Orders that meet the defi
nition 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 b
y 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 th
at such provision applies to any contract that meets the definition of “federally assisted construction contract” in 41 CF
R 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 


















ATTACHMENT C
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 


















ATTACHMENT C
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). 


















ATTACHMENT C
Fire Apparatus and Related Vehicles
Request For Proposal
HGACBuy/Cooperative Purchasing Program
07230
Project ID: FS12-23
Release Date: Wednesday, July 26, 2023
· Due Date: Thursday, September 14, 2023 12:00pm
Posted Wednesday, July 26, 2023 7:00am
Bid Unsealed Thursday, September 14, 2023 12:05pm
Pricing Unsealed Thursday, September 14, 2023 12:05pm

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. Overview
H-GAC is soliciting responses for selecting qualified manufacturers, dealers, distributors, and service providers of Fire Apparatus and Other Special Service Vehicles and related services to make these types of products and services available to Customers of the HGACBuy Cooperative Purchasing Program under blanket type contracts.

Customers (end users) may require selective acquisitions of equipment and/or services OR full turnkey projects necessitating additional services, training, and maintenance agreements. H-GAC is seeking the broadest possible selection of available fire apparatus and special service vehicles to best serve our customers by providing the largest selection of products/services available to meet their needs. This solicitation may include a request for a discount percent off price catalog, category, or manufacturer, or price list for supplies, materials, or not to exceed hourly rates for installation or repair. Respondents are not required to provide offerings on all categories. Please note: awarded contracts for FS12-23 allow contractors to update their manufacturer pricing and product offerings at any time during the course of the four-year contract term.

4.2. Categories
This Solicitation is divided into twelve (12) separate but related product categories (A-L). 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.

This solicitation does not include ambulances - please see HGACBuy Contract AM10-20 and AM10-23.

Alternative Fuel Vehicles: All responses that include electric, hybrid, or other alternative fuel vehicles must include these vehicles in Category I. If that specific vehicle is also available with an internal combustion engine (ICE), 


















ATTACHMENT C
please list the ICE vehicle separately in the appropriate vehicle category. Category I will only include the alternative fuel vehicles, regardless of vehicle function or type.

Product categories are as follows:

A. Wildland Fire Apparatus - Brush Fire, Off-Road Tenders/Tankers, Crew Carriers, Slip-in Units, etc.

Response listings/descriptions must be organized by major sub-categories, which include Manufacturer, type/function, model, chassis (make and model), cab configuration, 2WD/4WD, and fuel type, and tank and pump.

B. Aerial Fire Apparatus - Boom/Platform, Ladder, Ladder/Platform, etc.

Response listings/descriptions must be organized by major sub-categories, which include Manufacturer, model, chassis, aerial category/construction, aerial functions, cab types, and axle configurations.

C. Pumper Fire Apparatus
Response listings/descriptions must be organized by major sub-categories, which include Manufacturer, model, chassis, cab types, axle configurations, tank capacities/construction, and pump capacity/position.

D. Pumper-Tanker/Tanker/Tender Fire Apparatus
Response listings/descriptions must be organized by major sub-categories, which include Manufacturer, model, chassis, cab types, axle configurations, tank capacities/construction, and pump capacity/position.

E. Aircraft Rescue & Fire-Fighting Vehicles (ARFF)
Response listings/descriptions must be organized by major sub-categories including Manufacturer, model, chassis, cab types, axle configurations, and by Class Types 1-5.

F. Special Service Apparatus – Rescue/Fast Response, Re-Hab, Hazmat, Mobile Emergency Command/Communication Centers/Trailers, Light/Air Vehicle, Dive Response Vehicle, ATV/UTV Response Vehicles, Mobile Fire Pump Testers, etc.

Response listings/descriptions must be organized by Manufacturer, function, type, or purpose of the apparatus/vehicle, and include brief and concise details about the vehicle.

G. Fire Boats, Rescue Boats, Emergency Response Boats
Response listings/descriptions must be organized by major sub-categories including Manufacturer, type, function, size, and propulsion.

H. Fire Command Vehicles - Light, medium, and heavy-duty pickups and SUVs Response listings/descriptions must be organized by major sub-categories including Manufacturer, model, chassis, and 2WD/4WD, fuel type.




















ATTACHMENT C
I. Electric/Alternative Fuel Fire Apparatus
Response listings/descriptions must be organized by major sub- categories including Manufacturer, model, chassis, vehicle type, fuel/propulsion type, and function.

J. Fire Apparatus/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.

K. Fire Apparatus/Vehicle Parts and Supplies
Response listing need only to include percentage discount.

L. Fire Apparatus/Vehicle Options
Please provide a complete listing or catalog of options, accessories, and loose equipment offered. 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 9.1.4 Required Documents.)

4.3. General Requirements
All products priced and sold pursuant to this Solicitation must, as applicable:

1. Meet all applicable requir ements of federal, state and local laws and regulations.

2. Be manufacturer's normal offeri ng with all standard features and functions and performance levels.

3. Be ready for turn-key operation upon delivery.

4. 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 Base Pricing List and may not be sold through this contract.

4.4. Additional Requirements
Licenses

1. Contractor must have and ma intain 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.

2. The prescribed licenses must include the manufa cturer/respondent, and any and all dealers and their representatives as may be required by the Motor Vehicle Department. Contractor must ensure all 


















ATTACHMENT C
emergency and specialty vehicles sold are in accordance with the laws of the state where the sale and acquisition are made.

3. Contractor must maintain all li censing required by the State of Texas as applicable to their business 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.

Manuals

1. Contractor must supply at the ti me of delivery, at least two (2) sets of complete operations and service documentation covering the completed emergency vehicles as delivered and accepted.

2. Respondent must supply the following information wi th their response: Technical Specifications, Product Brochures, Tear Sheets, Cut Sheets, Strippers, etc. which clearly show all the standard features and capabilities of each response listing.

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

1. Contractor must furnish with re sponse, 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.

2. All service/maintenance plan listings must clearly indica te 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).

3. 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 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.

4. Any and all documents necessary to effect manufacturer’s warranty must be properly applied for and submitted by the Contractor. The Contractor will provide to H-GAC and the Customer a manufacturer’s warranty which will be honored by any of the manufacturer’s authorized dealers and a complete copy must be 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.

5. The patient compartment, all modi fications to the OEM chassis by Contractor on the accepted unit, and equipment and parts will be guaranteed for a minimum period of one (1) year against defects in design, 


















ATTACHMENT C
materials, and workmanship. The warranty period will begin upon final acceptance of the equipment. This warranty will cover parts and labor expenses.

6. In the event any component part of equipment or ma terials 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.

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

4.5. Vehicle Requirements
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. 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.

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).

4.6. 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).

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

1. “Business Day” Monday through Friday

2. “Business Hours” Standard Business Hours 8 a.m. to 5 p.m.

3. “Regular Time” Work that occurs during standard business hours

4. “Emergency Time” Work that occurs outside standard business hours

4.8. Administrative Fee
For each purchase order processed under an awarded contract, H-GAC will directly invoice the contractor an administrative fee (Order Processing Charge) applicable to the sale of all equipment and services submitted in contractor’s response. 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. For this solicitation the administrative fee is as follows:



















ATTACHMENT C
Administrative Fee (per Purchase Order)
Category A – Brush Trucks/Light Rescue $1,000 per purchase order Category B – Aerial Fire Apparatus $2,000 per purchase order Category C – Pumper Fire Apparatus $2,000 per purchase order Category D – Pumper/Tanker and Tanker Apparatus $2,000 per purchase order Category E – ARFF Apparatus $2,000 per purchase order Category F – Special Service Vehicles
Heavy Rescue*/Special Service $2,000 per purchase order Light Rescu e/Quick Response $1,000 per purchase order All Trailers 2% of purchase order
*Heavy Rescue is vehicle with GVWR of 26,000 and above.

Category G –Fire/Rescue/Emer. Response Boats 2% of purchase order Category H - Fire Command Vehicles $1,000 per purchase order Category I - Alternative Fuel Vehicles Fee determined by category of vehicle Category J –Service/Maintenance Plans 2% per purchase order Category K - Fire Apparatus/Vehicle Parts and Supplies 2% per purchase order Category L - Fire Apparatus/Vehicle Options No separate fee - part of vehicle

4.9. 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:
x Customer Name and address
x HGACBuy confirmation number
x Product/Service purchased
x Customer Purchase Order Number
x Purchase Order Date
x Product/Service dollar amount
x HGACBuy Order Processing Charge amount



















ATTACHMENT C
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.
--End of section--



















ATTACHMENT C
Attachment A
Golden State Fire Apparatus, Inc.

Fire Apparatus and Related Vehicles
Contract No.: FS12-23
Manufacturer Product Item Description Offered List Price HGACBuy Discount
Category A - Wildland and Brush
Pierce 23W-101 1019 Ford F-550 Pumper - 1019 366,288.00$ 5% Pierce 23W - 103 International Type 3 International Wildland-1039 581,003.00$ 5% Pierce 23W - 104 International Urban International Urban Interface-1040 491,716.00 $ 5% BME Fire Trucks Summit Navistar, 4x4, 4-Door, Model 34, 1000 GPM Pump, 500 Gallon Water Tank 544,632.00 $ 5% BME Fire Trucks Targhee Navistar, 4x4, 4-Door, Model 34, 500 GPM Pump, 500 Gallon Water Tank 529,854.00 $ 5% BME Fire Trucks Rocky Mountain Navistar, 4x4, 4-Door, Type 3, Model 346/500R, 600 Gallon Water Tank, 500 GPM Pump 455,062.00$ 5% BME Fire Trucks Aspen Navistar, 4x4, 4-Door, Type 4, 800 Gallon Water Tank, 1.5AGE Pump 449,583.00 $ 5% BME Fire Trucks McCall Dodge, Type 6, 300 Gallon Water Tank, 1.5AGE Pump 294,167.00 $ 5% BME Fire Trucks Ponderosa Type 6, 300 Gallon Water Tank, 1.5AGE Pump 325,057.00 $ 5% BME Fire Trucks Sawtooth Type 6, 300 Gallon Water Tank, 1.5AGE Pump 329,057.00 $ 5% BME Fire Trucks Big Horn Navistar, 4x4, 4-Door, Wildland Urban Interface, 750 Gallon Water Tank, 1000 GPM Pump 606,667.00$ 5% Category B - Aerial Fire Apparatus
Pierce 23A-101 Enforcer Chassis, Single Rear Axle, 75' Aerial - 1027 1,436,022.00$ 5% Pierce 23A-102 Enforcer Chassis, Tandem Rear Axle, PUC, 75' Aerial - 1028 1,474,688.00$ 5% Pierce 23A-103 Velocity Chassis, Tandem Rear Axle, 100' Aerial - 1029 1,648,105.00$ 5% Pierce 23A-104 Enforcer Chassis, Si ngle Rear 107' Aerial -1030 1,589,837.00$ 5% Pierce 23A-105 Enforcer Chassis, Tandem Rear Axle, 107' Aerial - 1031 1,699,833.00$ 5% Pierce 23A-106 Velocity Chassis, Tandem Rear Axle, 105' Aerial - 1032 1,646,299.00$ 5% Pierce 23A-107 Velocity Chassis, Tandem Rear axle, 100' Rear mounted Platform - 1033 1,912,763.00$ 5% Pierce 23A-108 Velocity Chassis, Tandem Rear axle, 100' Aluminum Rear mounted Platform - 1034 2,017,959.00$ 5% Pierce 23A-109 Enforcer Chassis, Tandem Rear axle, mid-mounted 100' platform - 1035 2,101,962.00$ 5% Pierce 23A-110 Enforcer Chassis, 107' Tractor Drawn Aerial - 1036 2,066,551.00$ 5% Pierce 23A-111 Enforcer Snozzle - 1037 1,314,701.00$ 5% Category C - Pumper Fire Apparatus
Pierce 23P-102 Freightliner M2-106 Responder, 1000 Tank, 1250 Pump 1020 397,469.04$ 5% Pierce 23P-103 International 4 door 1000 tank, 1250 Pump Pumper 1026 526,585.97$ 5% Pierce 23P-104 Saber Pumper, 750 Tank, 1500 pump 1022 881,807.87$ 5% Pierce 23P-105 Enforcer Pumper 750 tank, 1500 pump 1023 956,324.96$ 5% Pierce 23P-106 Enforcer PUC Pump er 750 tank, 1500 pump 1024 1,035,341.76$ 5% Pierce 23P-107 Velocity Pumper 1025 967,322.35$ 5% Pierce 23P-108 Velocity PUC Pumper 1038 1,049,384.90$ 5% Category D - Pumper Tanker/Tender
Pierce 23PT-101 Freightliner 2000 Gallon Tanker - 1041 511,866.00$ 5% Pierce 23PT-102 International 2000 Gallon Tanker -1042 498,571.00$ 5% Pierce 23PT-103 Saber 2000 Gallon Tanker - 1043 899,378.00$ 5% Pierce 23PT-104 Enforcer 2000 Gallon Tanker - 1044 982,413.00$ 5% 


















ATTACHMENT C
Pierce 23PT-105 Freightliner 3000 Tandem Tanker - 1045 507,344.00$ 5% Pierce 23PT-106 International 3000 Tandem Tanker - 1046 520,168.00$ 5% Pierce 23PT-107 Saber Tandem 3000 Tanker - 1047 985,111.00$ 5% Pierce 23PT-108 Enforcer Tandem 3000 Tanker - 1048 1,048,825.00$ 5% Pierce 23PT-109 Velocity Tandem PUC 2500 Tanker - 1049 1,109,887.00$ 5% BME Fire Trucks Tahoe 2000 Gallon Water Tender 483,632.00$ 5% BME Fire Trucks Cascade 3000 Gallon Water Tender 552,502.00$ 5% BME Fire Trucks Clearwater Navistar, 4x4, 4-Door, 1250 Gallon Wa ter Tank, 500 GPM Pump Extreme Water Tender 533,552.00$ 5% BME Fire Trucks Mammoth 1250 Gallon Extreme Water Te nder, Navistar 2-Door Cab 501,135.00$ 5% BME Fire Trucks Payette 1800 Gallon Tactical Water Tender 484,061.00$ 5% Category F - Special Service VehiclesVehicles
Pierce 23SS - 101 Ford F-550 Rescue 12' -1050 278,709.00$ 5% Pierce 23SS - 102 Enforcer NWI-Rescue - 1051 975,772.00$ 5% Pierce 23SS - 103 Velocity NWI-Rescue - 1052 999,751.00$ 5% Pierce 23SS - 104 Enforcer PUC NWI-Rescue - 1053 1,252,488.00$ 5% Pierce 23SS - 105 Velocity Combo-Rescue - 1054 1,136,418.00$ 5% Pierce 23SS - 106 Enforcer Tandem Combo - 1055 1,114,686.00$ 5% Pierce 23SS - 107 Velocity Alum Walk-in Rescue - 1056 1,114,461.00$ 5% Pierce 23SS - 108 Enforcer Stainless NWI-Rescue - 1057 1,020,660.00$ 5% Pierce 23SS - 109 Enforcer Walk-in - 1058 1,034,340.00$ 5% Pierce 23SS - 110 Velocity Tandem Walk-in - 1059 1,228,431.00$ 5% Frontline Communications C-17 Mobile Command Unit, Chevrolet Suburban, 4x4, 17 feet overall length, Single axle, Gasoline 196,178.00$ 5% Frontline Communications C-20 Rapid Response Command Unit, Ford Transit-350 Van, 2WD, 20 feet overall length, Single axle, Gasoline 278,319.00$ 5%
Frontline Communications CRU-22 Critical Response Command Unit, Ford Transit-350 High Roof Van, 2WD, 9,500 GVWR, 22 feet overall length, Single axle, Gasoline 353,163.00$ 5% Frontline Communications C-23 Mobile Command Unit, Mercedes-Benz Sprinter 3500, 23 feet overall length, 2WD, Single axle, Diesel 306,919.00$ 5%
Frontline Communications C-25 Mobile Command Unit, Ford F-650 with custom aluminum body, 26,000 GVWR, 25 feet overall length, 2WD, Single axle, Diesel 477,451.00$ 5% Frontline Communications C-30 Mobile Command Unit, Freightliner M2-106 with custom aluminum body, 33,000 GVWR, 30 feet overall length, 2WD, Single axle, Diesel 587,098.00$ 5% Frontline Communications C-35 Mobile Command Unit, Freightliner M2-106 with custom aluminum body, 33,000 GVWR, 35 feet overall length, 2WD, Single axle, Diesel 669,849.00$ 5% Frontline Communications C-40 Mobile Command Unit, Freightliner M2-106 with custom aluminum body, 54,000 GVWR, 40 feet 9 inches overall length, 2WD, Dual axle, Diesel 735,953.00$ 5% Frontline Communications C-40 Enforcer Mobile Command Unit, Pierce Enforcer custom chassis with custom aluminum body, 40 feet 9 inches overall length, 2WD, Dual axle, Diesel 1,546,944.00$ 5% Frontline Communications C-40 Saber Mobile Command Unit, Pierce Saber custom chassis with custom aluminum body, 40 feet 9 inches overall length, 2WD, Dual axle, Diesel 1,017,416.00$ 5% Frontline Communications C-40 Velocity Mobile Command Unit, Pierce Velocity custom chassis with custom aluminum body, 40 feet 9 inches overall length, 2WD, Dual axle, Diesel 1,259,403.00$ 5% Frontline Communications C-28T Mobile Command Trailer - Custom aluminum body, 28 feet overall length, Dual axle 308,961.00$ 5% Frontline Communications C-35T Mobile Command Trailer - Custom aluminum "gooseneck" body, 35 feet overall length, Dual axle 394,976.00$ 5%
Frontline Communications C-53T Mobile Command Trailer - Custom aluminum body, 53 feet overall length, Dual axle 1,241,546.00$ 5% Frontline Communications C-RTR Refurb/Technology Refresh Command Vehicle - Customer-furnished vehicle, refurbish interior and/or exterior, upgrade technology 292,975.00$ 5% BME Fire Trucks Sequioa 10 Man Crew Carrier Vehicle 378,634.00$ 5% Category J - Service/Maintenance Plans
Frontline Communications Vehicle Warranty Multiple plans available by model - see Siddons-Martin Warranty/Service Table BME Vehicle Warranty Multiple plans available by model - see Siddons-Martin Warranty/Service Table Pierce Manufacturing Vehicle Warranty Multiple plans available by model - see Siddons-Martin Warranty/Service Table 


















ATTACHMENT C
(Rev. 1.17.2025)

EXHIBIT B

INSURANCE REQUIREMENTS
NOT

APPLICABLE

ATTACHMENT C

EXHIBIT B
EXHIBIT Cre.com
7400 Reese Road, Sacramento, CA 95828 | 916.330.1638
PRODUCT PROPOSAL FOR:

City of Stockton Fire Department
400 E. Main Street
Stockton, CA 95202
Sales Consultant
Ryan Wright
[email protected]
Mobile: (209) 613-3809
Golden St
ate Fire Apparatus, Inc. (“GSFA”) is pleased to provide this proposal for the fire apparatus(es) and equipment identified below (the " Product”) to CITY OF STOCKTON (“Customer ”) for consideration. This proposal (this “ Product Proposal ”) includes the following exhibits attached hereto: the Standard Terms and Conditions attached as Exhibit A (the “Terms and Conditions ”); the Product Specifications attached as Exhibit B (the “Specifications ”); the Product Warranties attached as Exhibit C; and the Dealer Supplied Products and/or Services attached as Exhibit D (the “Dealer Supplied Products/Services List ”) (all of the foregoing, collectively, the “ Agreement”). Through its signature below or other Acceptance (as defined on page 2), Customer acknowledges having received and read, and agrees to be bound by, the Agreement. The Agreement shall be effective as of the latest date appearing in the signature blocks below (the “ Executed Date”).

PAYMENT T
ERMS – Customer shall pay the total purchase price set forth directly above (the “Grand Total Purchase Price”) to GSFA within thirty (30) calendar days of the Executed Date. If payment of the Grand Total Purchase Price is late, a late fee as sp ecified in section 6 of the Terms and Conditions may be applied, and the Prepayment Discount may be adjusted, and the Grand Total Purchase Price increased in accordance with section 2.c of the Terms and Conditions. Customer shall pay any balance due as a result of Change Orders as described in the Terms and Conditions.

MANUFACT
URER – Customer acknowledges that GSFA is not an agent of the Product manufacturer identified above (“Manufacturer”) and is not capable of binding Manufacturer. Within five (5) business days of the Executed Date, GSFA shall submit an order form to the Manufacturer for the Product. GSFA’s further performance under the Agreement is contingent upon Manufacturer’s acceptance of such order form at the price and on the terms GSFA believed to be available when submitting this Product Proposal to Customer. If Manufacturer rejects such order as submitted or fails to respond to GSFA within a reasonable amount of time, GSFA shall notify Customer in writing, and unless GSFA and Customer otherwise agree in writing , the Agreement shall then terminate and have no further force or effect.

SUBMITTED DATE EXPIRATION DATE GSFA PROPOSAL # MANUFACTURER BID # MANUFACTURER CONSORTIUM 01/06/2026
02/19/2026 OR

UNTIL VEHICLE IS
SOLD
90106-26A 10349-0003 (Job 4251) BME Fire Trucks,
LLC.

HGAC Contract FS12-
23, Product Code:

Targhee

ITEM PRODUCT DESCRIPTION UNIT PRICE
A One (1) BME Fire Trucks, LLC. STOCK 4X4 Freightliner “Targhee” Model 34 Engine 619,162.00 B Pre-Payment Discount for 100% Payment at Time of Order (the “Prepayment Discount”) (20,671.00) C SUBTOTAL 598,491.00
D 9.00% State Sales Tax 53,864.19
E California Tire Fee 10.50
F GRAND TOTAL PURCHASE PRICE 652,365.69

ATTACHMENT C
7400 Reese Road, Sacramento, CA 95828 | 916.330.1638
PROD
UCT COMPLETION – The Product shall be ready for final inspection by Customer at the manufacturing facility within approximately 15 to 17 MONTHS after the Executed Date. The foregoing estimate is provided as a good faith approximation as of the date of submission of this Product Proposal and is subject to the Terms and Conditions .

PRE
DELIVERY SERVICE – If applicable, after transportation from the manufacturing facility and prior to final delivery or pick up, the Product shall receive those additional Products and/or services identified on the Dealer Supplied Products/Services List. It is estimated that such a service will add approximately 0.5 to 1 MONTH(S) to the above Product completion estimate. The foregoing estimate is provided as a good faith approximation as of the date of submission of this Product Proposal and is subject to the Terms and Conditions.

PROPO
SAL EXPIRATION – This Product Proposal supersedes any previous proposal(s) presented to Customer by GSFA and its employees and may be accepted by Customer on or before the Expiration Date identified above. Unless accepted by the Expiratio n Date, GSFA reserves the right to withdraw this Product Proposal or to alter its terms (including by providing updated Product pricing) prior to an order being accepted.

PURCH
ASE ORDER – Any PO shall be made out to: Golden State Fire Apparatus, Inc. – 7400 Reese Road – Sacramento, CA 95828.

ACCEP
TANCE – ACCEPTANCE OF THIS PROPOSAL CREATES AN ENFORCEABLE BINDING AGREEMENT BETWEEN GSFA AND CUSTOMER. “ACCEPTANCE” MEANS THAT THE CUSTOMER DELIVERS TO GSFA: (A) A SIGNED COPY OF THIS PRODUCT PROPOSAL, OR (B) A SIGNED COPY OF A PURCHASE ORDER INCORPORATING THE AGREEMENT IN ITS ENTIRETY. ANY ADDITIONAL OR DIFFERENT TERMS, WHETHER CONTAINED IN CUSTOMER’S FORMS OR OTHERWISE PRESENTED BY CUSTOMER AT ANY TIME, ARE HEREBY REJECTED AND OF NO EFFECT UNLESS APPROVED IN WRITING SIGNED BY GSFA.

COUN
TERPARTS - This Product Proposal may be executed in multiple counterparts, each of which shall be deemed an original (including copies sent to a party by electronic transmission) as against the party signing such counterpart, but which together shall constitute one and the same instrument. A signed copy of this Product Proposal delivered by facsimile, email or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original signed copy of this Product P roposal.

If this Product Proposal is returned to GSFA with the signature of Customer’s authorized representative but without an attest ation or co-signers signature, then absent Customer’s written notice to the contrary, GSFA shall be entitled to rely on such single signature as sufficient evidence of the signatory’s authority to execute the Agreement and bind Customer thereby.

INT
ENDING TO CREATE A BINDING AGREEMENT, Customer and GSFA have each caused this Product Proposal dated 01/06/2026, GSFA Proposal Number 90106-26A to be executed by their duly authorized representatives effective as of the Executed Date.

ACCEPT

ED AND AGREED TO BY CUSTOMER ACCEPTED AND AGREED TO BY GSFA _________
_________________________________________ _________________________________________________ Signature of Authorized Customer Representative Signature of Authorized GSFA Representative _________
_________________________________________ _________________________________________________ Print Name Print Name
__________________________________________________ _________________________________________________ Title Title
__________________________________________________ _________________________________________________ Date Date

ATTACHMENT C

EXHIBIT C