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 40 Contractor. The decision of the Executive Director or his designee shall be final and conclusive unless,within thirty(30) days from the date of receipt of such notice,the Contractor requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under this Article,the Contractor shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be final and conclusive. The Contractor may,if it elects to do so, appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction.Pending final decision of a dispute hereunder,the Contractor shall proceed diligently with the performance of the Master Agreement and in accordance with H-GAC's final decision. ARTICLE 49: CHOICE OF LAW: VENUE This Master Agreement shall be governed by the laws of the State of Texas.Venue and jurisdiction of any suit or cause of action arising under or in connection with the Master Agreement shall lie exclusively in Harris County, Texas. Disputes between END USER and Contractor are to be resolved in accordance with the law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such disputes. ARTICLE 50: ORDER OF PRIORITY In the case of any conflict between or within this Master Agreement,the following order of priority shall be utilized: 1) General Provisions,2) Special Provisions, 3) Scope of Work, and 4) Other Attachments. ARTICLE 51: WHOLE MASTER AGREEMENT Please note,this is an H-GAC Master Agreement template and is used for all products and services offered in H-GAC Cooperative Purchasing.Any redlines to this Master Agreement may not be reviewed. If this Master Agreement has not been signed by the Contractor within 30 calendar days,this Master Agreement will be automatically voided. The Master General Provisions,Master Special Provisions,and Attachments, as provided herein, constitute the complete Master Agreement between the parties hereto, and supersede any and all oral and written Master Agreements between the parties relating to matters herein. Except as otherwise provided herein,this Master Agreement cannot be modified without written consent of the parties. ARTICLE 52: UNIVERSAL IDENTIFIER AND SYSTEM FOR AWARD MANAGEMENT(SAM) In accordance with 2 CFR Title 2, Subtitle A, Chapter 1,Part 25 as it applies to a Federal awarding agency's grants, cooperative agreements, loans, and other types of Federal financial assistance as defined in 2 CFR 25.406. Contractor understands and as it relates to 2 CFR 25.205(a), a Federal awarding agency may not make a Federal award or financial modification to an existing Federal award to an applicant or recipient until the entity has complied with the requirements described in 2 CFR 25.200 to provide a valid unique entity identifier and maintain an active SAM registration(www.SAM.gov)with current information(other than any requirement that is not applicable because the entity is exempted under§ 25.110). 2 CFR 25.200(b)requires that registration in the SAM prior to submitting an application or plan; and maintain an active SAM registration with current information, including information on a recipient's immediate and highest level owner and subsidiaries, as well as on all predecessors that have been awarded a Federal contract or grant within the last three years,if applicable, at all times during which it has an active Federal award or an application or plan under consideration by a Federal awarding agency; and provide its unique entity identifier in each application or plan it submits to the Federal awarding agency. To remain registered in the SAM database after the initial registration,the applicant is required to review and update its information in the SAM database on an annual basis from the date of initial registration or subsequent updates to ensure it is current, accurate and complete. At the time a Federal awarding agency is ready to make a Federal award,if the intended recipient has not complied with an applicable requirement to provide a unique entity identifier or maintain an active SAM registration with current information,the Federal awarding agency: (1)May determine that the applicant is not qualified to receive a Federal award; and(2)May use that determination as a basis for making a Federal award to another applicant. ARTICLE 53: PROCUREMENT OF RECOVERED MATERIALS In accordance with 2 CFR 200.323,the Houston-Galveston Area Council and the Contractor or Subrecipient must 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 Page 12 of 13