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 35 of the term of the Contract.All items returned by the Customer must be unused and in the same merchantable condition as when received. Items that are special ordered may be returned only upon approval of the Contractor. ARTICLE 26: MANUALS Each product delivered under contract to any Customer must be delivered with at least one(1)copy of a safety and operating manual and any other technical or maintenance manual. The cost of the manual(s)must be included in the price for the Product offered. ARTICLE 27: OUT OF STOCK,PRODUCT RECALLS,AND DISCONTINUED PRODUCTS H-GAC does NOT purchase the products sold pursuant to a Solicitation or Master Agreement. Contractor is responsible for ensuring that notices and mailings, such as Out of Stock or Discontinued Notices, Safety Alerts, Safety Recall Notices, and customer surveys, are sent directly to the Customer with a copy sent to H-GAC. Customer will have the option of accepting any equivalent product or canceling the item from Customer's Purchase Order. Contractor is not authorized to make substitutions without prior approval. ARTICLE 28: WARRANTIES, SALES,AND SERVICE Warranties must be the manufacturer's standard and inclusive of any other warranty requirements stated in the Master Agreement; any warranties offered by a dealer will be in addition to the manufacturer's standard warranty and will not be a substitute for such. Pricing for any product must be inclusive of the standard warranty. Contractor is responsible for the execution and effectiveness of all product warranty requests and any claims, Contractor agrees to respond directly to correct warranty claims and to ensure reconciliation of warranty claims that have been assigned to a third party. ARTICLE 29: TERMINATION PROCEDURES The Contractor acknowledges that this Master Agreement may be terminated for Convenience or Default. H-GAC will not pay for any expenses incurred after the termination date of the contract. A. Convenience H-GAC may terminate this Master Agreement at any time, in whole or in part,with or without cause, whenever H-GAC determines that for any reason such termination is in the best interest of H-GAC,by providing written notice by certified mail to the Contractor. Upon receipt of notice of termination,all services hereunder of the Contractor and its employees and subcontractors shall cease to the extent specified in the notice of termination. The Contractor may cancel or terminate this Master Agreement upon submission of thirty(30)days written notice,presented to H-GAC via certified mail. The Contractor may not give notice of cancellation after it has received notice of default from H-GAC. B. Default H-GAC may,by written notice of default to the Contractor,terminate the whole or any part of the Master Agreement, in any one of the following circumstances: (1) If the Contractor fails to perform the services herein specified within the time specified herein or any extension thereof; or (2) If the Contractor fails to perform any of the other provisions of this Master Agreement for any reason whatsoever, or so fails to make progress or otherwise violates the Master Agreements that completion of services herein specified within the Master Agreement term is significantly endangered, and in either of these two instances does not cure such failure within a period of ten(10)days(or such longer period of time as may be authorized by H-GAC in writing)after receiving written notice by certified mail of default from H-GAC. (3) In the event of such termination,Contractor will notify H-GAC of any outstanding Purchase Orders and H-GAC will consult with the End User and notify the Contractor to what extent the End User wishes the Contractor to complete the Purchase Order.If Contractor is unable to do so,Contractor may be subject to a claim for damages from H-GAC and/or the End User. Page 7 of 13