Agenda 03-07-24; 8-f - Procurement of Automated Fire-EMS Alerting System and Approval of Budget Amendment #6-B

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DocuSign Envelope ID:477C45AE-B489-46C6-84F5-C1CB6A598105 31 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 Aug 012023 and ends Jun 30 2025. 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/OUANTITY DISCOUNTS If discounts for accelerated payment,pre-payment,progress payment, or quantity discounts are offered,they must be clearly indicated in the Contractor's submission prior to contract award. The applicability or acceptance of these terms is at the discretion of the Customer. ARTICLE 13: REPORTING REQUIREMENTS If the Contractor fails to submit to H-GAC in a timely and satisfactory manner any report required by this Master Agreement, or otherwise fails to satisfactorily render performances hereunder, H-GAC may terminate this Master Agreement with notice as identified in Article 29 of these General Provisions. H-GAC has final determination of the adequacy of performance and reporting by Contractor. Termination of this Master Agreement for failure to perform may affect Contractor's ability to participate in future opportunities with H-GAC. The Contractor's failure to timely submit any report may also be considered cause for termination of this Master Agreement. Any additional reporting requirements shall be set forth in the Special Provisions of this Master Agreement. ARTICLE 14: INSURANCE Contractor shall maintain insurance coverage for work performed or services rendered under this Master Agreement as outlined and defined in the attached Special Provisions. ARTICLE 15: SUBCONTRACTS AND ASSIGNMENTS Except as may be set forth in the Special Provisions,the Contractor agrees not to assign,transfer, convey, sublet, or otherwise dispose of this Master Agreement or any right,title, obligation, or interest it may have therein to any third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Master Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices,and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation,H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor's subcontractors,with any laws or regulations. ARTICLE 16: AUDIT Notwithstanding any other audit requirement,H-GAC reserves the right to conduct or cause to be conducted an independent audit of any transaction under this Master Agreement, such audit may be performed by the H-GAC local government audit staff, a certified public accountant firm, or other auditors designated by H-GAC and will be conducted in accordance with applicable professional standards and practices. The Contractor understands and Page 3 of 13