2-00341-2 Exhibit 2 Sample Contract.docx

Agreement for Goods

FOR

Insert title of Solicitation

Contract Number Insert Number

With

Insert Name of Company

Agreement

This Agreement is entered into and executed on the Effective Date by and between the San Antonio River Authority, a conservation and reclamation district and political subdivision of the State of Texas domiciled in Bexar County, Texas, hereinafter called "River Authority," and Insert Name of Company with its office at, [Company Address], hereinafter called "Seller". River Authority and Seller are individually referred to as a “Party” and are collectively referred to as the “Parties” in this Agreement.

1.0 Goods

1.1 Seller shall provide the Insert type of Goods, which are hereafter referred to as the “Goods”, as included in Exhibit X of this Agreement. Goods covered by this Agreement will be provided and delivered in accordance with the terms and conditions of this Agreement, its executed amendments and its attachments, Exhibits, schedules and all applicable Federal, state, local laws, ordinances, statutes, codes, regulations, permits, orders, judgements, injunctions, guidance, policies, rules, restrictions including but not limited to those resulting from any initiatives or referendum process or any other requirements of a governmental or quasi-governmental entity having jurisdiction over the Goods, which shall herein be collectively referred to as Laws. Goods are defined solely by the Agreement Documents. Seller’s written acceptance herein or delivery of Goods under this Agreement shall constitute acceptance of this Agreement. (Include if Schedule) Seller shall deliver all Goods in accordance with the schedule in Exhibit X of this Agreement.

1.2 The Goods furnished by Seller to River Authority pursuant to this Agreement and/or Purchase Order must be in the exact amounts ordered hereunder unless otherwise agreed and accepted, in writing, by the River Authority. River Authority shall not be required to accept any delivery of Goods which varies from the quantity and/or quality so ordered. If the Goods are not delivered, and installed if applicable, at the time agreed upon, River Authority reserves the right to cancel the Purchase Order and hold Seller accountable, therefore. All deliveries and orders shall reference the printed number on the face of this Agreement and the Purchase Order issued under any blanket order.

1.3 Goods shall be shipped Free on Board (F.O.B) point of delivery as indicated in the purchase order. The Seller’s price shall be deemed to include all delivery and transportation charges. The River Authority shall have the right to designate what method of transportation shall be used to ship the Goods. The place of delivery shall be that set forth in the Agreement and/or purchase order. Any action necessary to expedite replacement of Goods delivered in an unacceptable condition or nonconforming Goods shall be the sole responsibility and cost of Seller.

1.4 All Goods shall be properly packed, marked, loaded and shipped as required by this Agreement and purchase order and in a manner which prevents damage or deterioration in transit and ensures the safe arrival of Goods at the named destination and that permits the lowest transportation rates to apply. River Authority is not liable for extra charges for boxing, crating, packing, cartage, handling or anything else unless stated in Agreement or purchase order. Seller shall clearly mark River Authority’s purchase order number, Seller’s name, packing slip number and other identification on all containers, invoices, correspondences, bills of lading and other shipping papers and enclose a packing slip with the purchase order number in each container. Seller shall mark all containers with necessary lifting, handling and shipping information.

2.0 Term

(Use for Automatic Renewals) The Agreement shall commence upon the Effective Date, which is defined as the date signed by the River Authority and continues for a period of X (X) year(s) from the Effective Date, unless otherwise terminated by the Parties in accordance with the Agreement, (“Original Term”). The Parties shall have the option to renew the Agreement up to two (2) additional consecutive one-year terms (“Renewal Terms”). The Agreement automatically renews for each additional year up to the maximum number of renewals stated above, unless either Party notifies the other of its intention not to renew the Agreement in writing ninety (90) days before the expiration of the Original Term or any Renewal Terms. River Authority may, at its sole discretion, further extend the Agreement up to an additional six (6) months after the final Renewal Terms (“Extension”).

Manual Renewals The Agreement shall commence upon the Effective Date, which is defined as the date signed by the River Authority and continues for a period of X (X) year(s) from the Effective Date, unless otherwise terminated by the Parties in accordance with the Agreement, (“Original Term”). The Parties shall have the option to renew the Agreement up to X (X) additional consecutive one-year terms (“Renewal Terms”) by mutual consent as evidenced by an amendment signed by both Parties.

3.0 Agreement Price

(Include this if firm-fixed lump sum for Services)

3.1 For Goods delivered in accordance with the Agreement and purchase order and accepted by the River Authority, River Authority shall pay Seller and Seller shall accept as full compensation therefore the firm-fixed lump sum of XXXX.XX US Dollars ($XXXX.XX) (“Agreement Price”). Payment will be made in the manner provided in the Agreement.

(Include this if time and material or unit price Agreement)

3.1 For Goods delivered in accordance with the Agreement and purchase order and accepted by the River Authority, River Authority shall pay Seller and Seller shall accept as full compensation a sum of money computed at the rates set forth in Exhibit X up to the NOT TO EXCEED AMOUNT of XXXXX US Dollars ($XXXX.XX) (“Agreement Price”). Seller shall notify River Authority in writing when actual invoices for completed and accepted Services total 80% of the Agreement Price. Seller shall not charge higher unit rates or prices or exceed the Agreement Price without the prior written approval of River Authority.

(Include if escalation allowed; otherwise Reserve)

3.2 Escalation. Unit rates and/or prices shall remain firm for the duration of the Original Term of this Agreement. Thereafter, Seller may request rate adjustments once per year in writing to the River Authority’s Contracting Officer at contracts@sariverauthority.org ninety (90) days prior to the expiration of the current term of the Agreement. The River Authority reserves the right to accept, reject, or negotiate all rate adjustments. With all requests for rate adjustments, Seller should provide documentation as to the cost drivers and the percentage allocated to each cost driver in the individual rates requested to be escalated. All rate adjustments must be based on the U.S. Department of Labor, Bureau of Labor Statistics, Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI-W), US City Average, Series All items, not seasonally adjusted, Series Id. CWUR0000SAO, Base Period 1982-84=100. If River Authority approves the rate adjustment request and the CPI-W annual change for the preceding twelve months exceeds the minimum threshold value of +/-1% , the applicable rates will be increased or decreased based upon the annual percentage change in the CPI-W up to the maximum escalation/de-escalation of +/- 3% for any term of the Agreement.

3.3 Seller certifies that the rates and prices in Exhibit X for the Goods have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such rates and prices with any other firm or with any competitor.

(Include if Reimbursable Expenses are authorized; otherwise Reserve)

3.4 Reimbursable Expenses. Reimbursable Expenses mean the actual expenses incurred directly in connection with the Goods for transportation and subsistence incidental thereto and similar related items. When authorized, Reimbursable Expenses shall be considered at cost. River Authority will not pay any indirect charges over a subcontractor’s and/or subconsultant’s bill. A copy of all subcontractor’s and/or subconsultant’s invoices must be included with request for reimbursement. Travel Expenses with prior approval from River Authority shall be reimbursed per the U.S. General Services Administration (GSA) published per diem rates in San Antonio for hotel, meal, incidentals, and mileage. The River Authority strictly prohibits expenses for entertainment or alcohol.

4.0 Payments

(Include if one payment)

4.1 Within 30 calendar days of the receipt of an acceptable invoice bearing the Agreement number, purchase order number and Seller’s satisfactory delivery of the Goods, River Authority shall make full payment to Seller. For the purposes of payment and discounts, time will begin upon satisfactory delivery of Goods or submission of a proper invoice, whichever is later. No partial payments shall be made unless specifically set forth in this Agreement or purchase order.

(Include if lump sum and progress payments)

4.1 River Authority shall make progress payments monthly based upon the Seller’s progress towards the delivery of the Goods as solely determined by the River Authority up to the Agreement Price within thirty (30) calendar days of Seller’s submittal of an approved invoice and other supporting documentation in accordance with the Agreement.

(Include if lump sum but milestone payments)

4.1 River Authority shall make payment for Goods delivered and accepted by the River Authority within thirty (30) calendar days of River Authority’s receipt of a properly submitted invoice from Seller and the Seller’s achievement of the following milestones:

(Modify these milestones)

4.1.1 Milestone 1 in the amount of $XXXX.XX: River Authority’s receipt and acceptance of Contractor’s XXXX ;

4.1.2 Milestone 2 in the amount of $XXXX.XX: River Authority’s receipt and acceptance of Contractor’s XXXX;

4.1.3 Milestone 3 in the amount of $XXXX.XX: River Authority’s receipt and acceptance of Contractor’s XXXX, and

4.1.4 Milestone 4 in the amount of $XXXX.XX: River Authority’s receipt and acceptance of Contractor’s XXXXX.

4.2 Payment for any Goods which exceed the Agreement Price, the rates or prices included herein or the amount of a purchase order cannot be made until a request to change the Agreement Price/ purchase order and/or such rates or prices is made in writing to the River Authority and an amendment to this Agreement is executed by the Parties or a revised Purchase Order is issued. Failure to comply with this section can be justification for River Authority’s rejection of invoiced amounts above the Agreement Price or the rates or prices included herein.

4.3 Invoices and/or statements for Goods received by River Authority from Seller more than ninety (90) calendar days after the delivery of the Goods will be delinquent. The River Authority will have no obligation to pay such delinquent invoices and Seller shall be deemed to have waived its right to payment for the respective Goods received.

4.4 Seller shall submit to River Authority one consolidated invoice monthly for all Goods delivered for the prior month. Seller’s invoices for Goods shall be itemized to include the quantity and description of Goods delivered for the current billing period, delivery location, date of delivery, transportation charges (if applicable), unit rate or price, purchase order number, Agreement number, and the total amount due for that invoice period and such other information requested by the River Authority. Seller’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Seller’s registration with the River Authority. Unless otherwise expressly authorized in the Agreement, Seller shall pass through all subcontract and other authorized Reimbursable Expenses at actual cost without markup. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The River Authority will furnish a tax exemption certificate upon request.

4.5 Seller shall submit all invoices electronically to accountspayable@sariverauthority.org.

4.6 Payments will be deemed to have been made on payment postmarked date, or date of electronic transmission.

4.7 If the River Authority objects to any invoice submitted by the Seller, the River Authority shall so advise the Seller verbally or in writing, giving its reasons within twenty-one (21) calendar days of receipt of such invoice. Notwithstanding anything to the contrary, River Authority is under no obligation to issue payment if Seller is in default under this Agreement. No interest accrual shall be permitted on any invoice under dispute.

5.0 Standard of Care

5.1 Seller certifies that it has the skills, licenses and resources to provide and deliver the Goods required by the Agreement and purchase order in accordance with all applicable Laws as well as the requirements of the River Authority and Seller has employees and subcontractors that are duly licensed and registered in the State of Texas to provide and deliver the Goods in accordance with the Agreement and purchase order.

5.1 Seller agrees and acknowledges that River Authority is entering into this Agreement in reliance on Seller’s representations as to the Goods and its ability to perform the duties and obligations under this Agreement. Seller shall deliver the Goods (i) with the professional skill and care ordinarily provided by Sellers in the same or similar locality and under the same or similar circumstances and professional license and certifications; and (ii) as expeditiously as is prudent considering the ordinary skill and care of a competent Seller. Seller shall repair or replace any Goods not conforming to the requirements of this Agreement or purchase order without additional compensation. Seller shall be responsible also for all costs for transportation for repaired or replaced Goods.

5.2 Seller warrants and represents that all Goods to be provided River Authority under the Agreement and purchase order will be of good quality, comply with all specifications, applicable drawings, samples, and descriptions given in all respects, merchantable, free from defects and new unless refurbished Goods are separately authorized in writing by River Authority. Seller shall promptly without cost to the River Authority and in accordance with the River Authority’s written instructions and manufacturer’s directions repair or remove and replace, solely at the discretion of the River Authority, any Goods not meeting these standards, for a period of one year from the River Authority’s acceptance of the Goods or such longer period of time as provided by a manufacturer’s warranty (“Warranty Period”). All replaced and repaired Goods whether new or refurnished shall also have a one-year warranty from the River Authority’s acceptance of the replaced or repaired Goods. All costs incidental to such repairs or replacement shall be solely borne by the Seller. Seller may not limit, exclude or disclaim the foregoing warranty or any warranty implied by Laws, and any attempt to do so shall be without force or effect. If during the Warranty Period, one or more of the above warranties are breached, the Seller shall promptly upon receipt of demand repair or replace at the sole discretion of the River Authority any defective Goods at no additional cost to River Authority. All costs incidental to such additional performance shall be borne by the Seller. River Authority shall endeavor to give Seller written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach, but failure to give timely notice shall not impair River Authority’s rights under this Agreement. If Seller fails to provide Goods, in accordance with the above standards as required by River Authority, or in the event of an emergency where delay would cause a risk of loss or damage to property or person, River Authority, in addition, to any other available remedy in Laws or equity, may reduce the amount of Goods it may be required to purchase under the Agreement or purchase order from the Seller and purchase conforming Goods from other sources. In such event, Seller shall pay to River Authority within thirty (30) calendar days of a demand the increased cost, if any, incurred by River Authority to procure such Goods from another source to include but not limited to reimbursement for additional professional services and expedited shipping and transportation costs. In no event, shall River Authority be required to procure Goods from the lowest bidder. This warranty shall survive any inspection, acceptance, or payment by River Authority of and for the Goods.

5.3 Seller warrants that it is the sole owner of the intellectual property ( if any) used in the provision of the Goods under this Agreement and/or has the rights necessary to utilize such intellectual property and to grant the required rights to the intellectual property to River Authority.

Seller further represents and warrants that the use or sale of the Goods delivered hereunder will not infringe any U.S. patent claim covering the Goods. Seller agrees upon receipt of notification by Buyer to promptly assume full responsibility for the defense of any suit or proceeding which may be brought against Buyer for alleged patent infringement resulting from similarity in design, trademark, or appearance or of the use or sale of the Goods or materials furnished under this Agreement and any purchase order. Seller shall satisfy all demands that may be made at any time for such royalties and fees, and Seller shall have full responsibility with respect to any claims for such fees, royalties, or related costs incident to the use of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others in provision of the Goods for River Authority, or incorporation of the completed invention, design, process, product, or device provided by Seller into the Goods. SELLER FURTHER AGREES TO INDEMNIFY RIVER AUTHORITY AGAINST ANY AND ALL EXPENSES, LOSSES, ROYALTIES, PROFITS, AND DAMAGES INCLUDING COURT COSTS AND ATTORNEY'S FEES RESULTING FROM THE BRINGING OF SUCH SUIT OR PROCEEDINGS INCLUDING ANY SETTLEMENT OR DECREE OF JUDGMENT ENTERED THEREIN.

5.4 Seller, it’s subcontractors, and each of their respective employees, shall comply fully with all Laws in the provision of the Goods, including but not limited to those promulgated by River Authority, the Occupational Safety and Health Administration (OSHA) and the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). In case of conflict, the most stringent safety requirement shall govern. SELLER SHALL INDEMNIFY AND HOLD RIVER AUTHORITY HARMLESS FROM AND AGAINST ALL CLAIMS, DEMANDS, SUITS, ACTIONS, JUDGMENTS, FINES, PENALTIES AND LIABILITY OF EVERY KIND ARISING FROM THE BREACH OF THE OBLIGATIONS UNDER THIS PARAGRAPH.

5.5 Seller, its employees and its subcontractors shall not discriminate on the basis of race, color, religion, national origin, sex, age, disability or other protected categories nor shall the Seller, its employees nor its subcontractors retaliate against any person for reporting instances of such discrimination.

5.6 Title to and risk of loss for any Goods provided under this Agreement and/or purchase order by Seller shall pass to the River Authority only upon receipt and acceptance. Seller represents and warrants that it has good and indefeasible title to all Goods furnished under the Agreement, and that they are free and clear of all liens, claims, security interests and encumbrances. SELLER SHALL INDEMNIFY AND HOLD THE RIVER AUTHORITY HARMLESS FROM AND AGAINST ALL ADVERSE TITLE CLAIMS TO SUCH ITEMS.

5.7 The River Authority expressly reserves all rights under Laws, including, but not limited to the Uniform Commercial Code, to inspect all Goods before acceptance and to reject defective or non-conforming Goods. River Authority shall have a reasonable time but not less than thirty (30) calendar days after receipt to inspect Goods.

5.8 All Goods not fully up to standard and not in compliance with the specifications, samples, drawings or descriptions hereof, shipped contrary to instructions, in excess of the quantities herein provided, substituted for Goods described, or allegedly violating any Laws, may be rejected by River Authority and returned or held at Seller’s expense and risk. If, instead of requiring immediate correction or removal and replacement of defective or non-conforming Goods, River Authority prefers to accept the Goods, River Authority may do so. The Seller shall pay all claims, costs, losses and damages attributable to the evaluation of and determination to accept such defective or non-conforming Goods and credit River Authority for any diminished value as determined solely by River Authority. If any such acceptance occurs prior to final payment, River Authority may deduct such amounts as are necessary to compensate for the diminished value of the defective or non-conforming Goods. If the acceptance occurs after final payment, such amount will be refunded by the Seller within thirty (30) calendar days of receipt of an invoice from River Authority.

5.9 By signing this Agreement, Seller certifies that it has disclosed all conflicts or potential conflicts of interest for itself and its subcontractors and subconsultants and understands that it must further disclose such conflicts or potential conflicts as they arise throughout the duration of the Agreement and purchase orders.

6.0 Termination/Suspension

6.1 Termination for Cause

If Seller fails to provide Goods in accordance with the delivery schedule, or in a safe manner, fails to observe or comply with any other instruction, term, representation or warranty, defaults in its obligations applicable to this Agreement and/or purchase order, fails to make progress so as to endanger timely performance, or a receiver or trustee is appointed or an assignment is made in favor of a creditor, River Authority may, in addition to any other right or remedy, terminate all or a portion of this Agreement by written notice to Seller. In the event of termination for cause, River Authority shall not be liable to Seller for any amount (except for Goods already received and accepted by River Authority in conformance of the Agreement and purchase order), and River Authority may acquire, produce, self-perform or otherwise purchase Goods elsewhere on such terms or in such a manner as River Authority deems appropriate and Seller shall be liable to River Authority for any and all damages, expenses or costs incurred by River Authority. If it should be determined that River Authority has improperly terminated this Agreement or any purchase order for default, such termination shall be deemed a termination for convenience.

6.2 Termination for Convenience

River Authority reserves the right to terminate this Agreement and any associated purchase order, or any part of them, for River Authority's sole convenience by written notice communicated to Seller by any reasonable commercial means. In the event of such termination, Seller shall immediately stop work as to the terminated portion of the purchase order or Agreement, notify all suppliers and subcontractors to stop work on contracts for performance hereunder and to protect and preserve property in its possession in which River Authority has or may acquire an interest. In order to entitle the Seller to any termination payment, Seller shall, within thirty (30) calendar days after receipt of said notice to terminate, advise River Authority in writing whether any termination charges will be submitted in connection with the termination. Seller shall not be paid for any work completed or Goods delivered after receipt of the notice of termination, nor for any costs incurred by its suppliers or subcontractors which Seller could reasonably have avoided. In no event shall the aggregate of all termination payments plus all other payments made for Goods under this Agreement or purchase order exceed the Agreement Price or purchase order issued under the Agreement. The River Authority shall pay the Seller to the extent of funds appropriated or otherwise legally available for such purposes, for all Goods provided in accordance with the Agreement and purchase order and accepted by the River Authority and obligations incurred prior to the date of termination in accordance with the terms herein.

6.3 Suspension

River Authority shall have the right to suspend the delivery of Goods or other work upon written notice to Seller. If the delivery of Goods or work is suspended in whole or in part for more than six (6) months, for reasons other than the fault of the Seller, suppliers or its subcontractors, Seller shall be compensated for all Goods provided in accordance with the Agreement and purchase order and accepted by the River Authority prior to receipt of written notice from the River Authority of such suspension.

6.4 In the event of termination or suspension, Seller shall deliver to the River Authority all documents completed and/or in progress up to the date of abandonment or suspension, regardless of format, pertaining to the Goods provided under this Agreement or Purchase Order to include but not limited to all receipts, manufacturer warranties, operations and maintenance manuals, parts lists, papers, logs, registers, matrixes, presentations, data obtained or compiled as a result of providing the Goods, surveys, narratives, checklists, analysis, drafts, models, maps, photographs, booklets, notes including field notes, memos, meeting minutes, correspondences, emails, calculations, reports, specifications, plans, drawings, other deliverables, and other records, including payment records.

7.0 Quantities and Delivery

Goods furnished to the River Authority pursuant to this Agreement and/or purchase order must be in the exact amounts ordered hereunder unless otherwise agreed and accepted, in writing, by the River Authority. The River Authority shall not be required to accept any Goods which vary from the quality and/or quantity so ordered. If the Goods are not delivered per the agreed upon schedule, the River Authority reserves the right to cancel this Agreement, and any purchase order issued and hold Seller accountable for all costs therefore. All correspondences shall reference the Agreement number on the face of this Agreement and the purchase order number.

8.0 Assignment

Seller shall not delegate any duties or assign the Agreement or any purchase order in whole or part or any right, liability, obligation, responsibility or claim arising under this Agreement and/or purchase order without first obtaining the written consent of River Authority. Any attempted assignment or delegation shall be void and ineffective for all purposes unless made in conformity with this paragraph.

9.0 Changes

The River Authority may at its own option or upon the recommendation of the Seller, make written changes or additions to this Agreement and any purchase order including, but not limited to, the nature, quality and quantity of the Goods, delivery locations, specifications, scope or statement of work, and delivery schedules. If such changes are not a result of Seller’s actions or omissions under this Agreement or purchase order and they cause an increase or decrease in the Goods required under this Agreement or purchase order or in the time required for Seller’s performance under this Agreement or a purchase order, an equitable adjustment may be made. Such approved changes may either be included in a written amendment to this Agreement signed by both Parties or a revised purchase order.

12.0 Governing Law and Venue

This Agreement including all Exhibits, attached and/or incorporated by reference, its amendments, purchase orders and all the rights, responsibilities, claims, remedies and obligations of the Parties shall be construed, interpreted, and applied in accordance with and governed by and enforced under the Laws of the State of Texas without reference to its conflict of law provisions. Any dispute arising out of or relating to this Agreement or any purchase order, or the breach thereof, which cannot be settled through negotiation, shall be subject to mediation and litigation in Bexar County, Texas which shall be the sole place of venue for any legal action arising from or related to this Agreement and any purchase order.

13.0 INDEMNIFICATION

(insert others to whom River Authority has an obligation)

SELLER COVENANTS AND AGREES TO FULLY INDEMNIFY AND HOLD HARMLESS, RIVER AUTHORITY AND THE ELECTED OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS, VOLUNTEERS AND REPRESENTATIVES OF RIVER AUTHORITY, INDIVIDUALLY AND COLLECTIVELY, FROM AND AGAINST ANY AND ALL COSTS, CLAIMS, LIENS, DAMAGES, LOSSES, EXPENSES, FEES, FINES, PENALTIES, PROCEEDINGS, ACTIONS, DEMANDS, CAUSES OF ACTION, LIABILITIES AND SUITS OF ANY KIND AND NATURE, INCLUDING BUT NOT LIMITED TO, PERSONAL OR BODILY INJURY, DEATH AND PROPERTY DAMAGE, MADE UPON RIVER AUTHORITY DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM OR RELATED TO SELLER’S ACTIVITIES UNDER THIS AGREEMENT AND/OR PURCHASE ORDERS, INCLUDING ANY ACTS OR OMISSIONS OR NEGLIGENCE OF SELLER, ANY AGENT, OFFICER, DIRECTOR, REPRESENTATIVE, EMPLOYEE, CONSULTANT, SUPPLIER OR SUBCONTRACTOR OF CONTRACTOR, AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS AND REPRESENTATIVES WHILE IN THE EXERCISE OR PERFORMANCE OF THE RIGHTS OR DUTIES UNDER THIS AGREEMENT AND/OR PURCHASE ORDER, ALL WITHOUT HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO RIVER AUTHORITY UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. SELLER SHALL ADVISE RIVER AUTHORITY IN WRITING WITHIN 24 HOURS OF ANY CLAIM OR DEMAND AGAINST RIVER AUTHORITY, SELLER OR ANYONE FOR WHOM SELLER IS LEGALLY LIABLE, KNOWN TO SELLER RELATED TO OR ARISING OUT OF SELLER’S ACTIVITIES UNDER THIS AGREEMENT AND/OR PURCHASE ORDER AND SHALL SEE TO THE INVESTIGATION AND DEFENSE OF SUCH CLAIM OR DEMAND AT SELLER’S COST. RIVER AUTHORITY SHALL HAVE THE RIGHT, AT ITS OPTION AND AT ITS OWN EXPENSE, TO PARTICIPATE IN SUCH DEFENSE WITHOUT RELIEVING SELLER OF ANY OF ITS OBLIGATIONS UNDER THIS SECTION. SELLER FURTHER AGREES TO DEFEND, AT ITS OWN EXPENSE AND OWN BEHALF OF AND IN THE NAME OF RIVER AUTHORITY, ANY CLAIM OR LITIGATION BROUGHT AGAINST RIVER AUTHORITY AND ITS ELECTED OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS, VOLUNTEERS AND REPRESENTATIVES, INDIVIDUALLY OR COLLECTIVELY, IN CONNECTION WITH ANY SUCH INJURY, DEATH OR DAMAGE FOR WHICH THIS INDEMNITY SHALL APPLY, AS SET FORTH ABOVE.

14.0 Ownership of Information

14.1 All specifications, manuals, drawings, data or other information relating to the Goods ordered, whether furnished by the River Authority or otherwise, shall be the property of the River Authority and delivered to the River Authority upon delivery and/or upon request.

14.2 Seller is required to make any information created or exchanged with the River Authority pursuant to this Agreement and/or purchase order, and not otherwise subject to exception from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the River Authority. Seller agrees that the Agreement and/or purchase order may be terminated if the Seller knowingly or intentionally fails to comply with this requirement. In addition, Seller may be placed on the River Authority’s debarred vendor list for noncompliance with this requirement.

14.3 Seller understands that in the provision of Goods and/or performance of Services under this Agreement, it may have access to River Authority’s Materials to include but not limited to documents to include but not limited to specifications, drawings, plans, data including but not limited to CAD files and GIS data, know-how, methodologies, software, other materials, derivative works, and intellectual property, (“River Authority Materials”), provided to Consultant by River Authority. River Authority remains the sole and exclusive owner of all rights, title, and interest in and to River Authority Materials, including all Intellectual Property Rights, including but not limited to patents, patent disclosures, inventions (whether patentable or not), trademarks, service marks, trade dress, trade names, logos, corporate names, domain names, together with all of the goodwill associated therewith, copyrights, copyrightable works (including computer programs), rights in data and databases, trade secrets, and know-how. Consultant shall have no right or license to use any River Authority Materials except solely during the Original Term and Renewal Terms of this Agreement to the extent necessary to provide the Goods and/or Services herein to River Authority. All other rights in and to River Authority Materials are expressly reserved by River Authority and Seller shall use all commercially reasonable efforts to maintain the confidentiality of River Authority Materials. The River Authority may, at its election, require Seller to return River Authority Materials to the River Authority prior to or at the expiration or termination of the Agreement.

15.0 Site Conditions

The River Authority shall provide Seller access to the location(s) where Goods are to be delivered as required in order for Seller to perform its obligations in a timely and efficient manner in accordance with and subject to the Laws. Seller acknowledges that it has satisfied itself as to the nature of the Goods and scope of work, specifications, the location and essential characteristics of the location, the quality and quantity of Goods, equipment, labor, and facilities necessary to provide the Goods, and any other condition or state of fact which could in any way affect the performance of the obligations under the Agreement and purchase order. SELLER HEREBY RELEASES AND HOLDS THE RIVER AUTHORITY HARMLESS FROM AND AGAINST ANY LIABILITY OR CLAIM FOR DAMAGES OF ANY KIND OR NATURE IF THE ACTUAL SITE OR SERVICE CONDITIONS DIFFER FROM EXPECTED CONDITIONS.

16.0 Workforce

16.1 Seller shall employ only orderly and competent workers, skilled and licensed in the State of Texas for the performance of the obligations which they will perform under the Agreement and purchase orders. While in the course of performing under this Agreement and any purchase order, Seller, its contractors, subcontractors, and the employees or lower tiers of each above may not:

16.1.1 use or possess a firearm or weapon at the delivery location, including a concealed handgun that is licensed under state law, except as required by the terms of the Agreement; or

16.1.2 use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances at the delivery location, nor may such individuals be intoxicated, or under the influence of alcohol or drugs at the delivery location.

16.2 If Seller is found to have any employee, contractor, subcontractor, supplier, or subcontractor who is incompetent, disorderly, has knowingly or repeatedly violated safety regulations, has violated the Laws, this Agreement or purchase order, has possessed a firearm or weapon at a delivery location unless authorized herein, or has possessed or was under the influence of alcohol or drugs while performing any obligation at the delivery location, Seller shall immediately take action to address the issue up to and including removing said person from the premises, and may no longer employ said person to perform any obligations under this Agreement or purchase order. River Authority may require additional action(s) of Seller to address the issue up to and including suspension or termination.

17.0 Advertising

Seller and anyone for whom Seller is legally liable shall not advertise or publish, without the River Authority’s prior consent, the fact that the River Authority has entered into the Agreement or purchase order, except to the extent required by Laws. Seller and anyone for whom Seller is legally liable may not utilize or publish River Authority’s intellectual property or any derivative work without the prior written consent of River Authority.

18.0 Prohibition on gifts

Seller and anyone for whom Seller is legally liable agree not to provide any gratuity in any form, including entertainment, gifts, or other to any employee, agent, or representative of the River Authority with a view to securing a contract or favorable treatment with respect to the award, amendment, or the making of any determination as it relates to the furnishing of Goods under this Agreement. Any violation of this provision, with the knowledge, expressed or implied, of the Seller shall render the Agreement voidable by the River Authority.

19.0 Non-suspension or debarment certification

Pursuant to Texas Government Code §2252.152, Seller certifies Seller is not engaged in business with Iran, Sudan, or a foreign terrorist organization. Seller further certifies that it is not listed on the prohibited vendors list authorized by Executive Order No. 13224, Blocking Property and Prohibiting Transactions with Persons who commit, threaten to commit, or support terrorism, published by the United States Department of the Treasury, Office of Foreign Assets Control. Should Seller enter into business with Iran, Sudan, a foreign terrorist organization, a Listed Company or an entity listed on the prohibited vendor list authorized by Executive Order No. 13224, Seller will immediately notify the River Authority. Seller acknowledges this Agreement and any purchase order may be terminated and payment withheld if this certification is inaccurate.

Include if Agreement Price is $100,000 and 10 employees; otherwise Reserve:

20.0 Pursuant to the Texas Government Code §2271, Seller certifies that it does not boycott Israel and will not do so during the Original Term of this Agreement and all Renewal Terms and extensions. Seller acknowledges this Agreement and any purchase order may be terminated and payment withheld if this certification is inaccurate.

21.0 Pursuant to Chapter 2274, Texas Government Code, Seller certifies Seller (1) does not currently have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the Original Term of this Agreement and all Renewal Terms and extensions. Seller acknowledges this Agreement and any purchase order may be terminated and payment withheld if this certification is inaccurate.

22.0 Pursuant to Section 2276 of the Texas Government Code, Seller certifies that Seller: (i) does not boycott energy companies; and (ii) will not boycott energy companies during the Original Term of the Agreement and all Renewal Terms and extensions. Seller acknowledges this Agreement and any purchase order may be terminated and payment withheld if this certification is inaccurate.

23.0 Independent Contractor

This Agreement executed by the Parties and issued purchase orders are not intended to and do not create or establish between the Parties any relationship as partners, joint venturers, employer and employee, or principal and agent. Seller is an independent contractor and shall not be deemed to be, an agent of River Authority and as such, shall be free from the control of River Authority as to the manner in which it shall perform its obligations, or cause same to be performed, under this Agreement and/or purchase order. Seller shall pay all wages, salaries and other amounts due its employees in connection with this Agreement and is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including but not limited to workers’ compensation insurance.

24.0 Third Party Beneficiaries

This Agreement and purchase orders give no rights or benefits to anyone other than the River Authority and Seller and have no third-party beneficiaries.

25.0 Sovereign Immunity

The Parties expressly agree that no provisions of the Agreement or any purchase order in any way constitute a waiver by the River Authority of any immunities from suit or from liability that the River Authority may have by operation of Laws.

26.0 Right to Audit

River Authority shall have the right to audit and make copies of the books, records and computations pertaining to the Agreement and any purchase order. Seller shall retain such books, records, documents and other evidence related to or arising out of the Agreement and purchase order for four (4) years from the date of termination or expiration of the Agreement, hereafter referred to as the “Retention Period”. If, at the end of the Retention Period, there is litigation or other questions arising from, involving or concerning this documentation or the Goods provided hereunder, Seller shall retain the documents until the resolution of such litigation or questions. Seller acknowledges and agrees that the River Authority shall have access to any and all such documents at any and all times, as deemed necessary by the River Authority, during said Retention Period. Further, Seller shall also require all its contractors, subcontractors, material suppliers, manufacturers, distributors and other payees to retain all books, records, documents and other evidence pertaining to the Agreement and purchase order, and to allow River Authority similar access to those documents. The cost of the audit will be borne by River Authority unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Seller which must be payable within five (5) business days of receipt of an invoice from River Authority. Failure to comply with the provisions of this section shall be a material breach of the Agreement and shall constitute, in River Authority’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document.

27.0 Seller’s Default

Seller shall be in default under the Agreement and/or purchase order if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Agreement, (b) fails to provide adequate assurance of performance under the Agreement, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Seller’s Proposal, Quote, or in any report or deliverable required to be submitted by the Seller to River Authority under this Agreement and/or purchase order.

28.0 Insurance (Adjust as necessary)

28.1 Seller’s financial integrity is of interest to the River Authority, and, therefore, subject to Seller’s right to maintain reasonable deductibles in such amounts as are approved by the River Authority, Seller shall obtain and maintain in full force and effect, for the Original Term of the Agreement, and any extension or Renewal Terms thereof, at Seller’s sole expense, the insurance coverage and required endorsements below, written on an occurrence basis. It is the specific intent of the Parties to the Agreement that all insurance required herein shall be primary to and shall seek no contribution from any insurance (primary, umbrella, contingent or excess) maintained by River Authority, and/or its elected officials, employees, officers, directors, volunteers and representatives with the insurance maintained by the River Authority and/or its officials, agents, elected representatives, employees and volunteers’ being excess, secondary and noncontributing. The limits of liability required herein may be provided by a single policy of insurance or by a combination of primary, excess or umbrella policies; but, in no event shall the total limits of liability available for any one occurrence or accident be less than the amounts required.

28.2 Prior to the commencement of any obligations under this Agreement or purchase order, the Seller shall furnish an original completed certificate(s) of insurance to River Authority which shall be clearly labeled Insert title of Solicitation Insert Number in the Description of Operations block of the certificate of insurance. The original certificate(s) of insurance shall be completed by an agent authorized to bind the named underwriter(s) and their company to the coverage, limits and termination provisions shown thereon, containing all required information referenced or indicated thereon. The original certificate(s) of insurance or form must have the agent’s original signature, including the signer’s company affiliation, title and phone number. The River Authority shall have no duty to pay or perform under Agreement until such certificate(s) of insurance with copies of all endorsement shall have been delivered to River Authority.

$1,000,000 Per Claim $2,000,000 Annual Aggregate

a) Coverage shall be continuous (by renewal or extended reporting period) for no less than 60 months following completion of the Agreement and acceptance of the work by River Authority.

b) Coverage, including renewals, shall have the same retroactive date as the original policy applicable to this Agreement.

1. Premises/Operations

2. Independent Contractors

3. Products/Completed Operations

4. Personal Injury

5. Contractual Liability

6. Explosion/Collapse/Underground Property Damage (where applicable to Services)

7. Pollution Liability (where applicable to Services)

8. Endorsement for Unmanned Aircraft (Drones) (where applicable to Services)

9. Endorsement for watercraft (where applicable to Services)

10. Errors and Omissions (if applicable)

11. Assault and Battery (if applicable)

$3,000,000 General Aggregate $3,000,000 Products/Completed Operations Aggregate $1,000,000 Personal Injury per occurrence $1,000,000 Each Occurrence

General Liability requires a per project aggregate limit or aggregate limits by Location endorsement.

$500,000 each accident, $500,000 policy limit for disease $500,000 each employee for disease

$1,000,000 Combined Single Limit Non-owned vehicles include the use of an employee’s personal vehicle in the Contractor’s business.

$2,000,000 per claim $4,000,000 Aggregate Including the following Insuring Agreements: 1) Privacy Liability; 2) Network Security Liability; 3) Internet Media Liability; and 4) Network Extortion. Data Breach Fund & Regulatory Proceeding coverage is required and can be provided with a Sub-Limit of Liability with limits no less than $100,000 and $500,000 respectively.

a) Coverage shall be continuous (by renewal or extended reporting period) for no less than 60 months following completion of the Agreement and acceptance of the Services by River Authority.

b) Coverage, including renewals, shall have the same retroactive date as the original policy applicable to this Agreement.

28.3 The Commercial General Liability shall be endorsed to name San Antonio River Authority and its elected officials, employees, officers, directors, volunteers and representatives as additional insureds for liability arising out of Seller’s ongoing operations as well as completed operations in performance of this Agreement. Commercial General Liability shall be primary and non-contributing with any other valid and collectible insurance available to the River Authority and/or its elected officials, employees, officers, directors, representatives and volunteers.

28.4 Seller agrees to waive its rights of claim or recovery from River Authority, its elected officials, employees, officers, directors, volunteers and representatives for all claims (i) that are covered by any insurance maintained by Seller, (ii) would have been covered by any insurance required to be maintained by Seller under this Agreement,…