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HomeMy WebLinkAbout2021-027 South Coast Fire Equipment, Inc.CITY OF ATASCADERO CONTRACT NUMBER: `fir A ( - C )7 HOACOu INTERLOCAL CONTRACT ILC 14-4053 FOR COOPERATIVE PURCHASING No.: Pommnen, Nu bar wsianea ly H -MC THIS INTERLOCAL CONTRACT ("Contract"), made and entered into pursuant to the Texas Interlocal Cooperation Act, Chapter 791, Texas GoventmentCode (the "Act'), by and between the Houston -Galveston Area Council, hereinafter referred to as "H -GAC," having its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027, and* CItV of Atascadero a local government, a state agency, or a non-profit corporation created and operated to provide one or more governmental functions and services, hereinafter referred to as "End User," having its principal place of business at*65f1GPalma Ave Atescadero CA 93422 WITNESSETH WHEREAS, H -GAC is a regional planning commission and political subdivision of the State of Texas operating under Chapter 391, Texas Local Government Code; and WHEREAS, pursuant to the Act, H -GAC is authorized to contract with eligible entities to perform governmental functions and services, Including the purchase of goods and services; and WHEREAS, in reliance on such authority, H -GAC hus instituted a cooperative purchasing program under which it contracts with eligible entities under the Act; and WHEREAS, End User hos represented that It is an eligible entity under the Act, that its governing body has authorized this Contract on *06105/2014 (Date), and that it desires to contract with H -OAC on the terms set forth belovr, NOW, THEREFORE, H -GAC and the End User do hereby agree as follows: ARTICLE I: LEGAL AUTHORITV The End User represents and warrants to H -GAC that (1) It Is eligible to contract with H -GAC under the Act because it is one of the following: a local government, as defined in the Act (a county, a municipality, a special district, or other political subdivision of the State of Texas or any other state), ora combination of two or more of those entities, a state agency (an agency of the State ofTexas as defined in Section 771.002 of the Texas Government Code, or a similar agency of another state), or a non-profit corporation created and operated to provide one or more governments] functions and services, and (2) it possesses adequate legal authority to enter into this Contract. ARTICLE 2: APPLICABLE LAWS H -GAC and the End User agree to conduct all activities under this Contract in accordance with all applicable rules, regulations, and ordinances and laws in effector promulgated during the term of this Contract. ARTICLE 3: WHOLE AGREEMENT This Contract and any attachments, as provided herein, constitute the complete contract between the parties hereto, and supersede any and all oral and written agreements between the parties relating to matters herein. ARTICLE 4: PERFORMANCE PERIOD y g « 07/01/2013 The period of this Contract shall be for the balance of the focal year ofthe End User, which began and ends * 06/30/2014 'This Contract shall thereafter automatically be renewed annually foreach succeeding fiscal year, provided that such renewal shall not have the effect of extending the period in which the End User may make any payment due an H - GAC contractor beyond the fiscal year in which such obligation was incurred under this Contract. ARTICLE 5: SCOPE OF SERVICES The End User appoints H -GAC its true and lawful purchasing agent for the purchase orcertain products and services through the H. GAC Cooperative Purchasing Program. End User will access the Program through HGACBuneanr and by submission of any duly executed purchase order, in the Conn prescribed by H -GAC to a contractor having a valid contract with H -GAC. All purchases hereunder shall be in accordance with specifications and contract terms and pricing established by H -GAC. Ownership (title) to products purchased through H -GAC shall transfer directly from the contractor to the End User. (over) ARTICLE G: PAYMENTS H -GAC will confirm each order and Issue notice to contractor to proceed. Upon delivery of goods or services purchased, and presentation of a properly documented invoice, the End User shall promptly, and in any case within thirty (30) days, pay H-GAC's contractor the full amount of the invoice. All payments for goads or services will be made from current revenues available to the paying parry. In no event shall H -GAC have any financial liability to the End User for any goods or services End User procures from an H - GAC contractor. ARTICLE 7: CHANGES AND AMENDMENTS Tlds Contract may be amended only by a written amendment executed by both parties, except that any alterations, additions, or deletions to the terms of this Contract which are required by changes In Federal and State law or regulations are automatically incorporated into this Contract without written amendment hereto and shall become effective on the date designated by such law or regulation. H -GAC reserves the right to make changes in the scope of products and services offered through the H -GAC Cooperative Purchasing Program to be performed hereunder. ARTICLE 8: TERMINATION PROCEDURES H -GAC or die End User may cancel this Contract atany time upon thirty (30) days written notice by certified mail to the otherparty to this Contract. The obligations of the End User, including its obligation to pay H-GAC's contractor for all cons incurred under this Contract prior to such notice shall survive such cancellation, as well as any other obligation Incurred under this Contract, until performed or discharged by the End User. ARTICLE 9: SEVERABILITV All parties agree that should any provision of this Contract be determined to be invalid or unenforceable, such determination shall not affect any other term of this Contract, which shall continue in full force and effect, ARTICLE 10: FORCE MAJEURE To the extent that either party to this Contract shell be wholly orpardally prevented from the performance within the term specified of any obligation orduty placed on such party by reason oforthrough strikes, stoppage of labor, riot, fire, flood, acts ofwar, insurrection, accident, order of any court, act of Gad, or specific souse reasonably beyond the party's control and not attributable to its neglect or nonfeasance, in such even4 the time for the performance of such obligation or dutyshall be suspended until such disability to perform is removed; provided, however, force mojeure shall not excuse an obligation solely to pay funds. Determination of force majeum shall rest solely with H -GAC. ARTICLE 11: VENUE Disputes between procuring party and Vendor are to be resolved in accord with the low and venue rules of the Slate of purchase. THIS INSTRUMENT HAS BEEN EXECUTED IN TWO ORIGINALS BY THE PARTIES HERETO AS FOLLOWS: . City of Atascadero Nome of End User fiocol gorennnern, ogencp, or non-proQnorporodani .6500 Palma Ave. Moiling Address • Atascadem, CA 93422 City State LP Code .B nSi nm no orchicrelected onu olnted official „Je angel,DlrectorofAdministradveSvcs. 06/05/2014 Typed Name & Tide of Sigmtop• Data Houslon-Goiveston Area Council 3555 Timmons Lone. Suite Imo. Homan. TX 77027 -Denotes regaired/lelds rev. 03/11 DocuSign Envelope ID: DEOCFBE3-234A46E3-9007-31889980FC06 H -GAC Houston -Galveston Arca Council P.O. Box 22777 - 3555 Timmons - Houston, Texas 77227-2777 Cooperative Agreement - South Coast Fire Equipment, Inc. - Public Services -- GENERAL PROVISIONS This Agreement is made and entered into, by and between the Houston -Galveston Area Council hereinafter referred to as H -GAC having its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027 and South Coast Fire Equipment, Inc., hereinafter referred to as the Contractor, having its principal place of business at 2020 South Baker Avenue, Ontario, CA 91761. WITNESSETH: WHEREAS, H -GAC hereby engages the Contractor to perform certain services in accordance with the specifications of the Agreement; and WHEREAS, the Contractor has agreed to perform such services in accordance with the specifications of the Agreement; NOW, THEREFORE, H -GAC and the Contractor do hereby agree as follows: ARTICLE 1: LEGAL AUTHORITY The Contractor warrants and assures H -GAC that it possesses adequate legal authority to enter into this Agreement. The Contractor's governing body, where applicable, has authorized the signatory official(s) to enter into this Agreement and bind the Contractor to the terms of this Agreement and any subsequent amendments hereto. ARTICLE 2: APPLICABLE LAWS The Contractor agrees to conduct all activities under this Agreement in accordance with all applicable rules, regulations, directives, standards, ordinances, and laws, in effect or promulgated during the term of this Agreement, including without limitation, workers' compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When required, the Contractor shall furnish H -GAC with satisfactory proof of its compliance therewith. ARTICLE 3: INDEPENDENT CONTRACTOR The execution of this Agreement and the rendering of services prescribed by this Agreement do not change the independent status of H -GAC or the Contractor. No provision of this Agreement or act of H - GAC in performance of the Agreement shall be construed as making the Contractor the agent, servant or employee of H -GAC, the State of Texas or the United States Government. Employees of the Contractor are subject to the exclusive control and supervlp}on of the Contractor. The Contractor is solely responsible for employee related disputes and dfscrepancles, including employee payrolls and any claims arising therefrom. ARTICLE 4: WHOLE AGREEMENT The General Provisions, Special Provisions, and Attachments, as provided herein, constitute the complete Agreement ("Agreement') between the parties hereto, and supersede any and all oral and written agreements between the parties relating to matters herein. Except as otherwise provided herein, this Agreement cannot be modified without written consent of the parties. ARTICLE 5: SCOPE OF SERVICES Page 1 of 7 DmuSign Envelope ID: DEOCFBE3-234A-46E3-9007-31889980FC06 The services to be performed by the Contractor are outlined in an Attachment to this Agreement ARTICLE 6: PERFORMANCE PERIOD This Agreement shall be performed during the period which begins Dec 012019 and ends Nov 30 2021. All services under this Agreement must be rendered within this performance period, unless directly specified under a written change or extension provisioned under Article 14, which shall be fully executed by both parties to this Agreement. ARTICLE 7: PAYMENT OR FUNDING Payment provisions under this Agreement are outlined in the Special Provisions. ARTICLE 8: REPORTING REQUIREMENTS If the Contractor fails to submit to H -GAC in a timely and satisfactory manner any report required by this Agreement, or otherwise fails to satisfactorily render performances hereunder, H -GAC may terminate this agreement with notice as identified in Article 16 of these General Provisions. H -GAC has final determination of the adequacy of performance and reporting by Contractor. Termination of this agreement for failure to perform may affect Contractor's ability to participate in future opportunities with H -GAC. The Contractor's failure to timely submit any report may also be considered cause for termination of this Agreement. Any additional reporting requirements shall be set forth in the Special Provisions of this Agreement. ARTICLE 9: INSURANCE Contractor shall maintain insurance coverage for work performed or services rendered under this Agreement as outlined and defined in the attached Special Provisions. ARTICLE 10: SUBCONTRACTS and ASSIGNMENTS Except as may be set forth in the Special Provisions, the Contractor agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of this Agreement or any right, title, obligation or interest it may have therein to any third party without prior written approval of H -GAC. The Contractor acknowledges that H -GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H -GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor's subcontractors, with any laws or regulations. ARTICLE 11: AUDIT Notwithstanding any other audit requirement, H -GAC reserves the right to conduct or cause to be conducted an independent audit of any transaction under this Agreement, such audit may be performed by the H -GAC local government audit staff, a certified public accountant firm, or other auditors designated by H -GAC and will be conducted in accordance with applicable professional standards and practices. The Contractor understands and agrees that the Contractor shall be liable to the H -GAC for any findings that result in monetary obligations to H -GAC. ARTICLE 12: EXAMINATION OF RECORDS The Contractor shall maintain during the course of the work complete and accurate records of all of the Contractor's costs and documentation of items which are chargeable to H -GAC under this Agreement. H -GAC, through its staff or designated public accounting firm, the State of Texas, and United States Government, shall have the right at any reasonable time to inspect, copy and audit those records on or Page 2 of 7 DocuSign Envelope ID: DEOCFBE3-234A-46E3-9007-31889980FC06 off the premises by authorized representatives of its own or any public accounting firm selected by H - GAC. The right of access to records is not limited to the required retention period, but shall last as long as the records are retained. Failure to provide access to records may be cause for termination of the Agreement. The records to be thus maintained and retained by the Contractor shall include (without limitation): (1) personnel and payroll records, including social security numbers and labor classifications, accounting for total time distribution of the Contractor's employees working full or part time on the work, as well as cancelled payroll checks, signed receipts for payroll payments in cash, or other evidence of disbursement of payroll payments; (2) invoices for purchases, receiving and issuing documents, and all other unit inventory records for the Contractor's stocks or capital items; and (3) paid invoices and cancelled checks for materials purchased and for subcontractors' and any other third parties' charges. The Contractor further agrees that the examination of records outlined in this article shall be included in all subcontractor or third -party agreements. ARTICLE 13: RETENTION OF RECORDS The Contractor and its subcontractors shall maintain all records pertinent to this Agreement, and all other financial, statistical, property, participant records, and supporting documentation for a period of no less than seven (7) years from the later of the date of acceptance of the final payment or until all audit findings have been resolved. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the retention period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the seven (7) years, whichever is later, and until any outstanding litigation, audit, or claim has been fully resolved. ARTICLE 14: CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement, which are required by changes in federal or state law or by regulations, are automatically incorporated without written amendment hereto, and shall become effective on the date designated by such law or by regulation. B. To ensure the legal and effective performance of this Agreement, both parties agree that any amendment that affects the performance under this Agreement must be mutually agreed upon and that all such amendments must be in writing. After a period of no less than 30 days subsequent to written notice, unless sooner implementation is required by law, such amendments shall have the effect of qualifying the terms of this Agreement and shall be binding upon the parties as if written herein. ARTICLE 15: TERMINATION PROCEDURES The Contractor acknowledges that this Agreement may be terminated for Convenience or Default. A. Convenience H -GAC may terminate this Agreement at any time, in whole or in part, with or without cause, whenever H -GAC determines that for any reason such termination is in the best interest of H - GAC, by providing written notice by certified mail to the Contractor. Upon receipt of notice of termination, all services hereunder of the Contractor and its employees and subcontractors shall cease to the extent specified in the notice of termination. The Contractor may cancel or terminate this Agreement upon submission of thirty (30) days written notice, presented to H -GAC via certified mail. The Contractor may not give notice of cancellation after it has received notice of default from H -GAC. B. Default Page 3 of 7 DocuSign Envelope ID: DEOCFBE3-234A-40E3-9007-31889980FC06 H -GAC may, by written notice of default to the Contractor, terminate the whole or any part of the Agreement, in any one of the following circumstances: (1) if the Contractor fails to perform the services herein specified within the time specified herein or any extension thereof; or (2) If the Contractor fails to perform any of the other provisions of this Agreement for any reason whatsoever, or so fails to make progress or otherwise violates the Agreements that completion of services herein specified within the Agreement term is significantly endangered, and in either of these two instances does not cure such failure within a period often (10) days (or such longer period of time as may be authorized by H -GAC in writing) after receiving written notice by certified mail of default from H -GAC. ARTICLE 16• SEVERABILITY H -GAC and Contractor agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. ARTICLE 17: FORCE MAJEURE To the extent that either party to this Agreement shall be wholly or partially prevented from the performance of any obligation or duty placed on such party by reason of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause reasonably beyond the 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 18: CONFLICT OF INTEREST No officer, member or employee of the Contractor or subcontractor, no member of the governing body of the Contractor, and no other public officials of the Contractor who exercise any functions or responsibilities in the review or Contractor approval of this Agreement, shall participate in any decision relating to this Agreement which affects his or her personal interest, or shall have any personal or pecuniary interest, direct or indirect, in this Agreement. ARTICLE 19: FEDERAL COMPLIANCE Contractor agrees to comply with all federal statutes relating to nondiscrimination, labor standards, and environmental compliance. Additionally, for work to be performed under the Agreement or subcontract thereof, including procurement of materials or leases of equipment, Contractor shall notify each potential subcontractor or supplier of the Contractor's federal compliance obligations. These may include, but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681.1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) the Fair Labor Standards Act of 1938 (29 USC 676 et. seq.), (d) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of handicaps and the Americans with Disabilities Act of 1990; (e) the Age Discrimination in Employment Act of 1967 (29 USC 621 at. 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 at seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 6) any other nondiscrimination provisions in any specific statute(s) Page 4 of 7 DocuSign Envelope ID: DEOCFBE3-234A-46E3-9007-31889980FC06 applicable to any Federal funding for this Agreement; (k) the requirements of any other nondiscrimination statute(s) which may apply to this Agreement; (1) applicable provisions of the Clean Air Act (42 U.S.C. §7401 at seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. §1251 at 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 20: CRIMINAL PROVISIONS AND SANCTIONS The Contractor agrees to perform the Agreement in conformance with safeguards against fraud and abuse as set forth by the H -GAC, the State of Texas, and the acts and regulations of any related state or federal agency. The Contractor agrees to promptly notify H -GAC of any actual or suspected fraud, abuse, or other criminal activity through the filing of a written report within twenty-four (24) hours of knowledge thereof. Contractor shall notify H -GAC of any accident or incident requiring medical attention arising from its activities under this Agreement within twenty-four (24) hours of such occurrence. Theft or willful damage to property on loan to the Contractor from H -GAC, if any, shall be reported to local law enforcement agencies and H -GAC within two (2) hours of discovery of any such act. The Contractor further agrees to cooperate fully with H -GAC, local law enforcement agencies, the State of Texas, the Federal Bureau of Investigation and any other duly authorized investigative unit, in carrying out a full investigation of all such incidents. The Contractor shall notify H -GAC of the threat of lawsuit or of any actual suit filed against the Contractor pertaining to this Agreement or which would adversely affect the Contractor's ability to perform services under this Agreement. ARTICLE 21: INDEMNIFICATION AND RECOVERY H-GAC's liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to its order processing charge. In no event will H -GAC be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees, to the extent permitted by law, to defend and hold harmless H -GAC, its board members, officers, agents, officials, employees and indemnities from any and all claims, costs, expenses (including reasonable attorney fees), actions, causes of action, judgements, and liens arising as a result of Contractor's negligent act or omission under this Agreement. Contractor shall notifiy H -GAC of the threat of lawsuit or of any actual suit filed against Contractor relating to this Agreement. ARTICLE 22: 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 Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, but excluding its obligation to indemnify H -GAC, is limited to the price of the particular products/services sold hereunder, and Contractor agrees either to refund the purchase price or to repair or replace product(s)'that are not as warranted. In no event will Contractor be liable for any loss of use, loss of time, inconvenience, commercial loss, loss of profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor understands and agrees that it shall be liable to repay and shall repay upon demand to Page 5 of 7 DowSign Envelope ID: DEOCFBE3-234A46E3-9007.31889980FC06 END USER any amounts determined by H -GAC, its independent auditors, or any agency of State or Federal government to have been paid in violation of the terms of this Agreement. ARTICLE 23: TITLES NOT RESTRICTIVE The titles assigned to the various Articles of this Agreement are for convenience only. Titles shall not be considered restrictive of the subject matter of any Article, or part of this Agreement. ARTICLE 24: JOINT WORK PRODUCT This Agreement is the joint work product of H -GAC and the Contractor. This Agreement has been negotiated by H -GAC and the Contractor and their respective counsel and shall be fairly interpreted in accordance with its terms and, in the event of any ambiguities, no inferences shall be drawn against any party. ARTICLE 25: DISPUTES All disputes concerning questions of fact or of law arising under this Agreement, which are not addressed within the Whole Agreement as defined pursuant to Article 4 hereof, shall be decided by the Executive Director of H -GAC or his designee, who shall reduce his decision to writing and provide notice thereof to the Contractor. The decision of the Executive Director or his designee shall be final and conclusive unless, within thirty (30) days from the date of receipt of such notice, the Contractor requests a rehearing from the Executive Director of H -GAC. In connection with any rehearing under this Article, the Contractor shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be final and conclusive. The Contractor may, if it elects to do so, appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the Agreement and in accordance with H- GAC's final decision. ARTICLE 26: CHOICE OF LAW: VENUE This Agreement shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in connection with the Agreement shall lie exclusively in Harris County, Texas. Disputes between END USE, and Contractor are to be resolved in accordance with the law and venue rules of the state of purchase. Contractor shall immediately notify H -GAC of such disputes. ARTICLE 27: ORDER OF PRIORITY In the case of any conflict between or within this Agreement, the following order of priority shall be utilized: 1) General Provisions, 2) Special Provisions, 3) Scope of Work, and, 4) Other Attachments. Page 6 of 7 DocuSign Envelope ID: DEOCFBE3-234A-06E3-9007-31889980FC06 SIGNATURES: H -GAC and the Contractor have read, agreed, and executed the whole Agreement as of the date first written above, as accepted by: Southquipment, Ina. Pnge 7 of 7 H -GAC omusg� nr: Signature G FEBM4M9CMFG Slgnaturl� Name Kevin Newell ezecnoosoei�n... Name Chuck Wemple Title president Title Executive Director Date 11/34/2019 Date 11/12/2019 Pnge 7 of 7 DocuSign Envelope ID: DEOCFBE3-234A-46E3-9007-31889980FC06 H -GAC Iiouston-Galveston Area Council P.O. Box 22777 • 3555 Timmons - Houston, Texas 77227-2777 Cooperative Agreement - South Coast Fire Equipment, Inc. - Public Services - SPECIAL PROVISIONS Incorporated by attachment, as part of the whole agreement, H -GAC and the Contractor do, hereby agree to the Special Provisions as follows: ARTICLE 1: BIDS/PROPOSALS INCORPORATED In addition to the whole Agreement, the following documents listed in order of priority are incorporated into the Agreement by reference: Bid/Proposal Specifications and Contractor's Response to the Bid/Proposal. ARTICLE 2: END USER AGREEMENTS ("EUA" H -GAC acknowledges that the END USER may choose to enter into an End User Agreement ("EUA) with the Contractor through this Agreement, and that the term of the EUA may exceed the term of the current H -GAC Agreement. H -CAC's acknowledgement is not an endorsement or approval of the End User Agreement's terns and conditions. Contractor agrees not to offer, agree to or accept from the END USER, any terms or conditions that conflict with those in Contractor's Agreement with H -GAC. Contractor affirms that termination of its Agreement with H -GAC for any reason shall not result in the termination of any underlying EUA, which shall in each instance, continue pursuant to the EUA's stated terms and duration. Pursuant to the terms of this Agreement, termination of this Agreement will disallow the Contractor from entering into any new EUA with END USERS. Applicable H -GAC order processing charges will be due and payable to H -GAC on any EUAs, surviving termination of this Agreement between I -1 -GAC and Contractor. ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE Contractor shall provide its most favorable pricing and terms to H -GAC. If at any time during this Agreement, Contractor develops a regularly followed standard procedure of entering into agreements with other governmental customers within the State of Texas, and offers the same or substantially the same products/services offered to H -GAC on a basis that provides prices, warranties, benefits, and or terms more favorable than those provided to H -GAC, Contractor shall notify H -GAC within ten (10) business days thereafter, and this Agreement shall be deemed to be automatically retroactively amended, to the effective date of Contractor's most favorable past agreement with another entity. Contractor shall provide the same prices, warranties, benefits, or terms to H -GAC and its END USER as provided in its most favorable past agreement. H -GAC shall have the right and option at any time to decline to accept any such change, in which case the amendment shall be deemed null and void. If Contractor claims that a more favorable price, warranty, benefit, or term that was charged or offered to another entity during the term of this Agreement, does not constitute more favorable treatment, than Contractor shall, within ten (10) business days, notify H -GAC in writing, setting forth the detailed reasons Contractor believes the aforesaid offer is not in fact most favored treatment. H -GAC, after due consideration of Contractor's written explanation, may decline to accept such explanation and thereupon this Agreement between H -GAC and Contractor shall be automatically amended, effective retroactively, to the effective date of the most favored agreement, to provide the same prices, warranties, Page 1 of 4 Do Slgn Envelope ID: DEOCFBE3-234A-46E3-9007-31889960FC06 benefits, or terms to H -GAC and the END USER. EXCEPTION. This clause shall not be applicable to prices and price adjustments offered by a bidder, Proposer or contractor, which are not within bidder's/proposer's control /example; a manufacturer's bid concession], or to any prices offered to the Federal Government and its agencies. ARTICLE 4: PARTY LIABILITY Contractor's total liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to the price of the particular products/services sold hereunder. Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted Contractor accepts liability to repay, and shall repay upon demand to END USER, any amounts determined by H -GAC, its independent auditors, or any state or federal agency, to have been paid in violation of the terms of this Agreement. ARTICLE 5: GOVERNING LAW & VENUE Contractor and H -GAC agree that Contractor will make every reasonable effort to resolve disputes with the END USER in accord with the law and venue rules of the state of purchase. Contractor shall immediately notify H - GAC of such disputes. ARTICLE 6: SALES AND ORDER PROCESSING CHARGE Contractor shall sell its products to END USERS based on the pricing and terms of this Agreement. H -GAC will invoice Contractor for the applicable order processing charge when H -GAC receives notification of an END USER order. Contractor shall remit to H -GAC the full amount of the applicable order processing charge, after delivery of any product or service and subsequent END USER acceptance. Payment of the Order Processing Charge shall be remitted from Contractor to H -GAC, within thirty (30) calendar days or ten (10) business days after receipt of an END USER's payment, whichever comes first, notwithstanding Contractor's receipt of invoice. For sales made by Contractor based on this Agreement, including sales to entities without Interlocal Agreements, Contractor shall pay the applicable order processing charges to H -GAC. Further, Contractor agrees to encourage entities who are not members of H -GAO's Cooperative Purchasing Program to execute an H -GAC Interlocal Agreement. H -GAC reserves the right to take appropriate actions including, but not limited to, Agreement termination if Contractor fails to promptly remit the appropriate order processing charge to H -GAC. In no event shall H -GAC have any liability to Contractor for any goods or services an END USER procures from Contractor. At all times, Contractor shall remain liable to pay to H -GAC any order processing charges on any portion of the Agreement actually performed, and for which compensation was received by Contractor-. ARTICLE 7: LIQUIDATED DAMAGES Contractor and H -GAC agree that Contractor shall cooperate with the END USER at the time an END USER purchase order is placed, to determine terns for any liquidated damages. ARTICLE 8: INSURANCE Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the following insurance and coverage minimums: a. General liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Page 2 of 4 DocuSign Envelope ID: DEOCFBE3-234A.46E3.9007-31889980FC06 Aggregate limit of at least two times the Single Occurrence limit. 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. 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. b. 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. c. 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. d. 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. e. H -CAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and document accuracy. ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS H-GAC's contractual requirements DO NOT include a Performance & Payment Bond (PPB); therefore, Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to cover any order if so requested by the END USER. Contractor shall quote a price to END USER for provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days of receipt of END USER's purchase order. ARTICLE 10: CHANGE OF STATUS Contractor shall immediately notify H -GAC, in writing, of ANY change in ownership, control, dealership/franchisee status, Motor Vehicle license status, or name. Contractor shall offer written guidance to advise H -GAC if this Agreement shall be affected in any way by such change. H -GAC shall have the right to determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and including cancellation of Agreement. ARTICLE 11: TEXAS MOTOR VEHICLE BOARD LICENSING All that deal in motor vehicles shall maintain current licenses that are required by the Texas Motor Vehicle Commission Code. If at any time during this Agreement term, any required Contractor license is denied, revoked, or not renewed, Contractor shall be in default of this Agreement, unless the Texas Motor Vehicle Page 3 of 4 DocuSign Envelope ID: DEOCFBE3-234A-46E3-9007-31889980FC06 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. Page 4 of 4 DocuSign Envelope ID: DEOCFBE3-234A-46E3-9007-31889980FC06 Attachment A South Coast Fire 1 ui inent Inc. Fire Service Apparatus All Types) Contract No. FS12-19 V. Pierce **These units can only be sold outside Texas** A. Aerials ooms/Platforms, Ladders, Ladder/Platforms FS19VA01 Pierce Enforcer Chassis, 4 -Door Full Tilt Aluminum Cab, Formed Aluminum Body, Single Axle, 75' Steal Rear -Mounted Telescoping Ladder (500#) $941,899.00 FS19VA02 Pierce Enforcer Chassis, 4 -Door Full Tilt Aluminum Cab, Formed Aluminum Body, Tandem Axle, 75' Steal Rear -Mounted Telescoping Ladder (500#) $875,497.00 FS19VA03 Pierce Enforcer Chassis 4 -Door 75' Aluminum Rear Mounted Telescoping Ladder, Formed Aluminum Body $827,652.00 FS19VA04 Pierce Arrow Chassis 4 -Door 100' Aluminum Rear Mount Aerial, Aluminum Body, Tandem Axle $1,126,674.00 FS19VA05 Pierce Enforcer Chassis, 4 -Door Full Tilt Aluminum Cab, Formed Aluminum Body, Single Axle, 107' Rear -Mounted Telescoping Ladder $936,103.00 FS19VA06 Pierce Enforcer Chassis, 4 -Door Full Tilt Aluminum Cab, Formed Aluminum Body, Tandem Rear Axle, 107' Rear -Mounted Telescoping Ladder $981,819.00 FS19VA07 Pierce Enforcer Chassis, 4 -Door Full Till Aluminum Cab, Formed Aluminum Body, Tandem Rear Axle, 1 10'Rear-Mounted Telescoping Platform 81,031,0(3.00 FS19VA08 Pierce Enforcer Chassis, 4 -Door Full Tilt Aluminum Cab, Formed Aluminum Body, Tandem Axle, 105' Rear -Mounted Telescoping Ladder (500#) $982,626.00 FS39VA09 Piarce Arrow Chassis, 4 -Door Full Tilt Aluminum Cab, Formed Aluminum Body, Tandem Axle, 100' Mid -Mounted Telescoping Ladder with Platform $1,322,460.00 rS19VAl0 Pierce Arrow Chassis, 4 -Door Full Tilt Aluminum Cab, Formed Aluminum Body, Tandem Axle, 100' Rear -Mounted Telescoping Ladder with Platform (750#) $1,254,844.00 FS19VAt1 Pierce Arrow Chassis, 4 -Door Full Tilt Aluminum Cab, Formed Aluminum Body, Single Axle, 107' Tractor Drawn - Mid -Mounted Telescoping Ladder (#500) $1,266,367.00 B. Wildland Fire Apparatus FS19VB01 Pierce Brush Fire Apparatus, Ford F450, Formed Aluminum Utility Body $136,870.00 FS19VB02 Pierce Brush Fire Apparatus, Ford F-550 Mini Pumper 500 gpm, 300 tank PI 8215,358.00 FS19VB03 Frei htliner 4 -Door 4 x 4 Wildland, 500 water, 1000 gpm Pum $364,240.00 C. Pumper Fire Apparatus FS19VC01 M2 Freightliner, 2 -Door, OEM Cab, Aluminum Body, Single Axle, 1250 GPM Pump, Mid -Mounted Pumper $264,379.00 FS19VCO2 IHC, 2 -Door, OEM Cab, Aluminum Body, Single Axle, 1250 GPM Pump, Mid- Mounted Pumper $273,152.00 FS19VC03 KW, 2 -Door, OME Cab, Aluminum Body, Single Axle, 1250 GPM Pump, Mid- Mounted Pumper $267,171.00 FS19VC04 Peterbilt, 2 -Door, OME Cab, Aluminum Body, Single Axle, 1250 GPM Pump, Mid- Mounted Pumper $275,936.00 FS19VC06 Pierce Saber FR, 4 -Door, Full -Tilt, Aluminum Cab, Aluminum Body, Single Axle, 1250 GPM Pump, Mid -Mounted Pumper $456,160.00 FS19VC07 Pierce Enforcer, 4 -Door, Full -Tilt, Aluminum Cab, Aluminum Body, Single Axle, 1250 GPM Pump, Mid -Mounted Pumper $992,768.00 DocuSign Envelope ID: DEOCFBE3-234A46E3-9007-31889980FC06 Pierce Velocity, 4- Door Fulli Tilt Cab, Aluminum Long Body, 1250 gpm mid- $578,586.00 FS19VC08 mounted Pum Pierce Dash CF, 4 -Door, Full -Tilt, Aluminum Cab, Aluminum Body, Single Axle, 8643,725.00 rS19VC09 1250 GPM Pump, PUC Body Pumper D. Special Service Apparatus (Walk -In Bodies) Multi -use: Rescue, RE-Hab, Hazmat, Mobile Command Center rS19VD0I Fond F-550 4- Door, 12'Non-Walk-in Formed Aluminum Body $154,273.00 M2 Freightliner, 2 -Door, OEM Cab, Single Axle, Formed Aluminum Body, Non -Walk- $208,337.00 FS19VD02 In Body F519VD03 IHC, 2 -Door, OEM Cab, Single Axle, Formed Aluminum Body, Non -Walk -In Body $210,190.00 Kenworth, 2 -Door, OEM Cab, Single Axle, Formed Aluminum Body, Non -Walk -In $204,051.00 FS19VD04 Body Peterbilt, 2 -Door, OEM Cab, Single Axle, Formed Aluminum Body, Non -Walk -In $214,955.00 FS19VD05 Body Pierce Saber FR, Full -Tilt, Aluminum Cab, Single Axle, Formed Aluminum Body, $396,673.00 FS19VD06 Non -Walk -In Encore Body 16.5' Pierce Enforcer 4 -Door, Aluminum Cab, Single Axle, Formed Aluminum Body, Non $497,432.00 FS19VD07 Walk-in HDR Body FS19VD08 Pierce Velocity 4 -Door Aluminum Cab, Tandem Axle Non -Walk-in HDR Body $609,953.00 M2 Freightliner, 2 -Door, OEM Cab, Single Axle, Formed Aluminum Body, Walk -In $300,407.00 FS19VD09 Body FS19VDIO IHC, 2 -Door, OEM Cab, Single Axle, Formed Aluminum Body, Walk -In Body $302,928.00 FS19VDII Kenworth, 2 -Door, OEM Cab, Single Axle, Formed Aluminum Body, Walk -In Body $298,047.00 rS19VDI2 Peterbilt, 2 -Door, OEM Cab, Single Axle, Formed Aluminum Body, Walk -In Body $305,177.00 Pierce Enforcer 4 -Door, Full Tilt, Aluminum Cab, Single Axle, Formed Aluminum $598,680.00 rS19VDI3 Body, Walk-in HDR Body FS19VD14 Pierce Velocity 4 -Door Aluminum Cab, Tandem Axle Walk-in HDR Body 5704,579.00 Pierce Velocity 2 -Door, Aluminum Cab, Tandem Axle, Combination Formed $747,407.00 FS19VD35 Aluminum Body FS19VD16 Pierce Velocity 4 -Door Aluminum Cab, Tandem Axle Walk-in Communications Body $776,914.00 E. Pumper/Tan ers& Tanksrs FS19VE0I Freightliner 2 Door, Single Axle Tanker, Aluminum Body w/2000 water & 500 pump $276,292.00 FS19VE02 IHC 2dr Single Axle Tanker, Aluminum Body w/2000 water & 500 pump $279,029.00 rS19VE03 Kenworth 2dr Single Axle Tanker, Aluminum Body w/2000 water & 500 pump $276,490.00 FS19VE04 Peterbilt 2dr Single Axle Tanker, Aluminum w/2000 water & 500 pump $303,543.00 Pierce Saber FR, 4 -Door, Full -Tilt, Aluminum Cab, Pumper/Tanker, Aluminum Body, 5508,722.00 FS19VE05 Single Axle, 1000 GPM Pump, Mid -Mounted Pierce Enforcer, 4 -Door, Full -Tilt, Aluminum Cab, Pumper/Tanker, Aluminum Body, $584,155.00 FS19VE06 Tandem Axle, 1000 GPM Pump, Mid -Mounted FS19VE07 Freightliner 2dr, Tandem Axle Tanker, Aluminum Body w/3000 water & 500 pump $304,897.00 FS19VE0S IHC 2dr Tandem Axle Tanker, Aluminum Body w/3000 water & 500 pump $317,114.00 FS19VE09 Kenworth 2dr Tandem Axle Tanker, Aluminum Body w/3000 water & 500 pump $294,582.00 FS19VE10 IPeterbilt 2dr Tandem Axle Tanker, Aluminum w/3000 water & 500 pump $305,758.00 Pierce Saber FR, 4 -Door, Full -Tilt, Aluminum Cab, Aluminum Body, Single Axle, $507,029.00 FS19VE11 1000 GPM Pump, Mid -Mounted Elliptical Tanker DocuSign Envelope 10: DEOCFBE3-234A46E3.9007-31889980FC06 PS19VE12 Pierce Enforcer, 4 -Door, Full -Tilt, Aluminum Cab, Aluminum Body, Tandem Axle, 1000 GPM Pump, Mid -Mounted Elli tical Tanker $602,900.00 PS19VE13 Pierce Velocity, 4 -Door Aluminum Cab, Tandem Axle, Aluminum Pumper/Tanker 2000 $630,260.00 I Gallon Body,1500 GPM Pump