5-EXHIBIT D - 26RFP043 GAATN Maintenance Sample Contract.pdf

00545679;2

26RFP043 GAATN MAINTENANCE

EXHIBIT D

SAMPLE GAATN MAINTENANCE CONTRACT

(AISD 26RFP043)

This GAATN Maintenance Contract ("Agreement") is by and between the Greater Austin Area Telecommunications Network ("GAATN" or "Owner"), and the Contractor:

for the following Maintenance Work:

Maintenance of the GAATN Austin-area fiber optic network (both aerial and underground portions) ("GAATN Network") as required by AISD 26RFP043 including but not limited to network emergency response and repair, National Joint Utility Notification System (NJUNS) ticket management, routine plant inspections of the GAATN Network ("Maintenance Work") during the term of this Agreement and from time to time, Additional Work as requested.

WIT N E S S E T H:

Article 1. Statement of Work.

1.1 Contractor shall furnish all materials, supplies, labor, services and equipment required for the maintenance work as specified in RFP Section VII. Scope of Service and Performance Requirements, herein referred to as “Maintenance Work”:

The Maintenance Work and the standards, procedures and other provisions that apply to it are described more particularly in the other Contract Documents incorporated into this Agreement.

1.2 This Agreement is not exclusive to Contractor. Owner reserves the right to contract with one or more others to provide part of the Maintenance Work.

1.3 In the event Owner determines to contract with other maintenance providers, Owner will notify Contractor at least ten (10) business days in advance of awarding any such additional contract, including Owner's proposed partition of the Maintenance Work as between Contractor and the other maintenance provider(s). Owner reserves the right to assign work to its maintenance providers in its sole discretion.

1.4 If such a contract is awarded to another party, the Base Contract Amount (see Section

4 below) of this Agreement for Contractor shall be reduced pro rata in the proportion that the total Maintenance Work performed by the new contracting party(ies) bears to the whole; and the responsibilities hereunder to be borne as the base work level specified in the RFP (Attachment A hereto) by Contractor shall likewise be reduced in said pro rata proportion.

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1.5 Contractor agrees to cooperate with Owner and with any such other maintenance provider(s) in effecting coordinated, timely, quality maintenance of the GAATN Network.

1.6 Contractor agrees to comply strictly with the GAATN Policy regarding performing work subject to third-party permits, as that policy may be amended from time to time. Contractor also agrees to comply strictly with all other GAATN Policies (see “Policies and Procedures” at https://www.gaatn.org/general-info.html).

1.7 Contractor agrees to comply with the federal “Buy America Act” [23 U.S.C. §313

(federal aid highway Buy America requirement); 23 C.F.R. §635.410, and other implementing regulations and interpretations; see also 49 U.S.C. §5223 (federal aid transit Buy America requirement), 49 C.F.R. part 661], and the state “Buy America” and “Buy Texas” standards [Tex.

Gov’t Code §2252.203; TxDOT Material Inspection Guide (October 2017), §§ 16.1-16.4; TxDOT Standard Specifications for Construction and Maintenance of Highways, Streets, and Bridges (November 2014), Item 6, sub-item 1 (Source Control)], where applicable].

Article 2. Contract Documents and relative priority

2.1 This Agreement includes the following documents: (1) this Agreement document; (2) the solicitation document (AISD 26RFP043), which includes the Maintenance Work and the Award Terms and Conditions, which is attached hereto as Attachment A and made a part of this Agreement for all purposes, as corrected by any Addenda issued during the solicitation process;

(3) the Contractor's proposal ("Proposal") submitted in response to the solicitation documents, attached hereto as Attachment B hereof; and (4) the Addenda issued during the proposal process, if any, attached hereto as Attachment C hereof (all collectively "Contract Documents").

All Contract Documents are to be read as corrected or modified by the Addenda, except this Agreement document itself.

2.2 In the event of a conflict between the terms of this Agreement document and any other of the Contract Documents, the provisions of this Agreement document shall control. In the event of a conflict between the terms of any other of the Contract Documents, the documents shall be given controlling precedence in the following order: (i) the AISD 26RFP043 Solicitation Document, and any addenda issued during the course of the proposal process; (ii) the Proposal.

2.3 Capitalized terms used but not otherwise defined in this Agreement document shall have the same meanings as designated in the RFP.

2.4 Austin Independent School District ("AISD") is the contracting agent for GAATN with regard to the solicitation documents for this project. GAATN is the contracting party and the Owner. All references in the Contract Documents to AISD as the Owner or responsible contracting party for this Agreement are in practical effect references to GAATN, and the Contract Documents shall be construed accordingly.

Article 3. Contract term; commencement of Work; execution of Agreement.

3.1 The Initial Term of this Agreement shall be for two (2) years with up to three (3) possible one-year renewals thereafter upon mutual agreement. The initial contract term will https://www.gaatn.org/general-info.html

00545679;2 3 commence on July 1, 2026, and terminate on June 30, 2028. Any subsequent renewal contract years will commence on July 1 and end the following June 30. In addition, upon mutual agreement, GAATN reserves the right to extend the contract for an additional time not to exceed one (1) year beyond the final expiration date if necessary to ensure no lapse in service.

3.2 Contractor will commence the Work on the date specified in the Notice to Proceed issued by Owner (such date specified in the Notice to Proceed called the "Commencement Date" and which, unless otherwise specified by Owner, and upon satisfactory compliance by Contractor with its conditions precedent, including but not limited to those stated in Section 3.3 below, is intended to be July 1, 2026), and will timely complete all Maintenance Work to be performed within the term of this Agreement and according to and in compliance with the standards, procedures and other provisions of this Agreement.

3.3 Contractor shall not commence the Work until Contractor has provided Owner with (i) a Certificate of Insurance showing that the required insurance coverage is in place, (ii) the required Maintenance Bonds and/or any other bonds required by the Contract Documents, and (iii) Owner has approved the insurance and bonds. Any approval process is for the benefit of Owner only and does not relieve the Contractor from its obligation to comply with the requirements of this Agreement.

3.4 As provided in the solicitation documents, Contractor is permitted a period of ten (10) days from the date Contractor was notified of the award of contract to execute this Agreement, and five (5) days after the date the Agreement is signed by Contractor in which to provide the evidence of insurance and required bonds required by the Contract Documents. If Contractor fails to execute this Agreement within the ten-day time period, and/or to submit any of the required documentation within the five-day time period, Owner has the right to treat each day beyond the ten-day deadline in which this Agreement was unexecuted, and/or each day beyond the five-day deadline in which one or more of the required documents had not been submitted, as a day of unexcused delay under the Agreement, which may have the effect of imposing liquidated damages on Contractor and/or reducing the number of calendar days in the term of this Agreement.

Article 4. Contract Amount. For performance of the Maintenance Work, GAATN will pay to Contractor a Base Contract Amount equal to ___________dollars ($________) for Contract Year 1; ___________dollars ($________) for Contract Year 2; ___________dollars ($________) for Contract Year 3; ___________dollars ($________) for Contract Year 4; ___________dollars ($________) for Contract Year 5; to be paid in quarterly installments, less retainage, as defined in Article 5, sections 5.1 and 5.3, and additional amounts for any work or materials in addition to the Maintenance Work specified in the RFP, ("Additional Work") at the unit-price or other price bases specified in the Proposal, but all subject to adjustment as provided in the Contract Documents.

Article 5. Payments.

5.1 During each contract year, upon receipt of a quarterly invoice meeting all requirements in RFP Section VII.F., Owner shall pay that Contract Year’s Base Amount to Contractor in four (4) installments of 1/4 (one-fourth) of that Contract Year’s Base Amount.

Contractor shall invoice GAATN for each quarterly installment on or after July 1, October 1, January 1, and April 1. Each fiscal quarter, GAATN shall retain ten percent (10%) of the quarterly base contract amount due Contractor for that quarter (see Section 5.3 below).

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5.2. Contractor shall invoice Owner for any Additional Work performed at unit prices stated in Contractor's Proposal, for which Contractor shall also submit supporting materials acceptable to Owner. All invoices shall comply with RFP Section VII.F.

5.3 Owner will make payments to the Contractor in accordance with the provisions set out in the RFP Award Terms and Conditions, including any provisions therein for adjustments or disallowances.

(a) RETAINAGE. Each fiscal quarter, GAATN shall retain ten percent (10%) of the quarterly base contract amount due Contractor for that quarter.

(b) During the final quarter of GAATN’s fiscal year, which is April 1 – June 30, the GAATN Board will evaluate Contractor’s performance of the Maintenance Work and based on such evaluation will approve payment of some or all of the accumulated retainage attributable to the then-current contract year (the “retainage payment amount”).

(c) The evaluation and determination of retainage payment amount usually will be determined by the Board at its regular May Board meeting, but the evaluation or determination of payment amount, or both may occur at some other time in May if exigent circumstances or convenience make it appropriate, or if necessary information is not available for any reason as of the time of the regular Board meeting.

(d) Upon approval of a retainage payment amount by the Board, Contractor shall promptly invoice GAATN for payment of that amount, but to ensure timely payment by GAATN as provided below, not later than ten (10) days following the GAATN Board’s approval of a retainage payment amount.

(e) If GAATN has been timely invoiced by Contractor, unless good cause exists for delay, and GAATN shall pay the approved retainage payment amount to Contractor on or before thirty (30) days from the date the invoice is received by GAATN.

Article 6. Bonds and Insurance.

6.1 Contractor is required to provide applicable maintenance contract bond and any other bonds required by the Contract Documents, and proof of required insurance prior to commencing the Work, in accordance with the requirements set out in Section 3.3 above, in the General Conditions, and any other Contract Documents.

6.2 Contractor's maintaining the required insurance and bondedness is a material condition of the Agreement.

6.3 Prior to each new contract year, including during both the Initial Term and any Renewal Terms, Contractor shall provide proof of insurance both currently and for the next contract year, and of Contractor's continued sufficient bondedness (which may, as applicable, be established by submitting written assurance from the surety that a maintenance bond (and other bonds, as applicable under the Contract Documents) previously issued by the surety are and remain in force for the next contract year and/or by delivering new bond(s) in force for the

00545679;2 5 next contract year. In addition, at any time during the Initial Term or any Renewal Term of this Agreement, Contractor shall provide Owner proof of current insurance and bondedness upon request of Owner.

6.4 The actual cost to Contractor of required bonds shall be reimbursed to Contractor by Owner upon submission of an invoice and supporting materials satisfactory to Owner.

Article 7. Other Obligations.

7.1 Contractor will comply with all requirements set forth in the other Contract

Documents.

7.2 Required disclosures, prohibitions, and representations. Proposers are required under Texas law to file a certain disclosure and make certain representations; and if successful, as Contractor, must file an additional disclosure, make certain representations, and be subject to certain prohibitions identified in Attachment D.

By its authorized signature below Contractor represents, warrants, and verifies that it makes the representations and warranties required by Texas law identified in Attachment D and that it has provided or will provide, as required by law, the disclosures identified in Attachment D.

NOTE: The requirements for filing an updated Form CIQ and Form 1295 are triggered by any renewal of this Agreement.

7.3 Debarment. In compliance with Texas Government Code section 2155.077, Contractor represents and verifies by its authorized signature below that it is not debarred, suspended, proposed for debarment or suspension, declared ineligible, or otherwise excluded from doing business with the State or federal government as listed on the State of Texas Debarred Vendor List maintained by the Texas Comptroller of Public Accounts and the System for Award Management maintained by the General Services Administration; and that it will not subcontract with any person or entity that is, for work under this Agreement.

7.4 Contractor understands that the requirements of subchapter J of Texas

Government Code chapter 552, the Texas Public Information Act (TPIA), may apply to this Agreement if it is valued at $1 million or more during its full term, and agrees that this Agreement may be terminated if Contractor knowingly or intentionally fails to comply with a requirement of Subchapter J, including but not limited to a failure to preserve all “contracting information” (see section 552.003) and/or the provision of such information upon request of the contracting governmental entity.

Article 8. Liquidated Damages. Liquidated damages in the amount of Seven Hundred

Fifty Dollars ($750.00) per day shall accrue for each and every calendar day of unexcused delay in achieving Substantial Completion of any of the Work. Any sums due and payable hereunder by the Contractor shall be payable, not as a penalty, but as liquidated damages representing an agreed estimate of delay damages likely to be sustained by Owner, estimated at or before

00545679;2 6 the time of executing this Agreement. When the Owner reasonably believes that Substantial Completion of any Work hereunder will be inexcusably delayed, the Owner shall be entitled, but not required to, withhold from any amounts otherwise due the Contractor an amount then believed by the Owner to be adequate to recover liquidated damages applicable to such delays. If and when the Contractor overcomes the delay in achieving Substantial Completion, or any part thereof, for which the Owner has withheld payment, the Owner shall promptly release to the Contractor those funds withheld as liquidated damages but no longer applicable.

Article 9. Notice. All notices required to be given under this Agreement must be in writing with a copy sent via Email to the parties listed below. Any notice required or permitted to be given under this Agreement shall be deemed delivered upon deposit in the U. S. Mail, when sent by certified mail, return receipt requested, postage prepaid, correctly addressed to the party as set forth below with a copy sent to such party by Email on the date of deposit into the mail:

If to Owner: GAATN c/o City of Austin

Austin Technology Services Attn: Frank Ammons, GAATN Network Manager P.O. Box 1088 Austin, Texas 78767 Telephone: (512) 974-2795 Email: frank.ammons@austintexas.gov with a copy to:

Dain Herbat, GAATN Board Chairman Email: dain.herbat@traviscountytx.gov

AND

Austin Independent School District 7414 Johnny Morris Road Austin, Texas 78724 Attn: Paul Hodge, Director of Network Support Services Telephone: (512) 414-9301 Ext. 53264 Email: paul.hodge@austinisd.org

If to Contractor:

Notice given by receipted hand delivery or by delivery by overnight courier (if a reputable commercial service capable of tracking shipment and verifying delivery address and recipient's name) will be deemed delivered if and when actually received by the person to whom notice is to be given, as specified above. Mail and hand delivery or courier delivery are acceptable; no other mailto:frank.ammons@austintexas.gov mailto:dain.herbat@traviscountytx.gov mailto:paul.hodge@austinisd.org

00545679;2 7 method of notice shall satisfy a notice requirement, though for convenience, a phone call and/or an email courtesy notice may also be given but must be followed promptly by written notice as specified above. Either party may change its address for notice by providing written notice to the other party as provided herein. Such notice of change of address will be effective fourteen (14) days after it is delivered to the other party.

Article 10. Prevailing Wage Rates. Contractor shall comply with the prevailing wage rate requirements set forth in Chapter 2258 of the Texas Government Code or its successor statute(s), and shall require subcontractors to comply with the applicable provisions of said law. Contractor and each of Contractor's subcontractors shall pay not less than the prevailing wage rates as set out in the General Conditions.

Article 11. Worker's Compensation Insurance. Pursuant to Section 406.096 of the

Texas Labor Code, by execution of the Agreement, Contractor certifies to Owner that it has Worker's Compensation Insurance coverage for each employee of the Contractor employed on this Project. Contractor shall obtain from each subcontractor a certificate which certifies that the subcontractor has Worker's Compensation insurance coverage for each employee of the subcontractor employed on this Project and shall promptly provide Owner with all such certificates.

Article 12. Miscellaneous.

(a) Choice of law. This Agreement shall be construed and applied according to the laws of the State of Texas, without giving effect to its choice of laws provisions.

(b) Venue. Venue for any all disputes of any kind arising under or related to this Agreement shall be and lie exclusively in the state and county courts of Travis County, Texas, or, as applicable, the federal district courts of the Western District of Texas, Austin Division.

(c) Attorneys fees. The party prevailing in any adjudication, as that term is defined in Texas Local Government Code section 271.151, or successor statutes, of a claim by or against Owner or Owner's Agent, or any member Participant of Owner, or by or against Contractor, arising under or related to this Agreement or the performance of it, shall be entitled to recovery of reasonable and necessary attorneys fees that are equitable and just and costs as permitted by Texas Local Government Code section 271.153 or its successor statute.

(d) Entire Agreement. This Agreement, including the other Contract Documents, constitutes the entire agreement between the parties, and supersedes any and all prior written or oral representations, agreements, promises, understandings or undertakings concerning the Work or any other subject matter of this Agreement. No representations or statements by Owner, Owner's Agent or any of Owner's Participant entities, or their elected officials, managers, employees, agents, contractors or representatives, shall be effective to modify, amend, or otherwise alter this Agreement, unless first formally adopted in writing by the GAATN Board of Directors.

(e) Amendment. This Agreement may be amended only by a writing duly approved by the GAATN Board of Directors or its successor's governing body and by Contractor.

(f) Severance; survival. If any provision of this Agreement should be held by a court or other

00545679;2 8 legal tribunal to be illegal or otherwise unenforceable, the remainder of this Agreement shall survive to the extent lawful and practicable without changing the underlying purpose and intent of the Agreement and shall continue and be enforceable on that basis.

(g) Construction. Descriptive headings or captions in this Agreement are for convenience only and shall not affect the construction or application of this Agreement. Words having established technical or trade meanings in the industry shall be so construed. Listings of items shall not be exclusive unless expressly so stated, but shall include other items, whether similar or dissimilar to those explicitly listed, as the context reasonably requires. No rule of construction requiring interpretation against the drafting party shall be applied or given effect. Words of any gender used herein shall be deemed to include words of any other gender; and use of the singular or the plural herein shall include the other, unless context requires otherwise.

(h) Non-Assignable. Contractor has been selected following a comprehensive and time consuming qualification and proposal process and has been selected by Owner on the basis of experience, qualities, reputation, financial condition, and other attributes specific to Contractor.

This Agreement is not assignable by Contractor without the express written consent of Owner, which shall be given or withheld in the sole discretion of Owner; provided, however, that Contractor may assign this Agreement in whole or in part to any entity controlling Contractor, controlled by Contractor or under common ownership and control with Contractor, without the prior written consent of Owner; provided, that Contractor stands thereafter as guarantor of the performance of the assignee entity unless otherwise agreed in writing by Owner. A mere change by Contractor of its partnership name, corporate name or trade name shall not require the consent of Owner;

provided, that written notice shall be promptly given to Owner by Contractor of the proposed change and of the effective date thereof, at least thirty (30) days in advance of such change.

(i) No waiver of rights. No term or provision of this Agreement shall be deemed to be waived and no consent to any breach or default shall be deemed unless such waiver or consent be in writing signed by the party against which such waiver or consent is asserted; the terms of this Agreement shall not be deemed to be amended by any such waiver or consent unless in a writing expressly stating such amendment; and any waiver by either party, whether express or implied, shall not imply a consent or waiver of any term or provision on any other occasion, or any consent to any different breach or default.

(j) Force Majeure. No party hereto shall be responsible for performance hereunder, and its obligation to perform its obligations hereunder shall be suspended, for the duration of any events of force majeure, including but not limited to: Acts of God, including fire, explosion, earthquake, flood, landslide, and catastrophic storm and other weather events; sustained power outages or fuel shortages preventing operation of necessary equipment or receipt of necessary materials, supplies or equipment; national or international failures of supply of necessary equipment, materials, components or supplies; acts of terrorism, vandalism, sabotage, theft of necessary components, equipment, materials or supplies; any action, law, order, regulation, directive, or requirement of the United States government or of any state or local government, or of any agency, commission, court, regulatory body or other instrumentality of such government, or of any civil or military authority, having requisite authority and jurisdiction, that precludes or substantially adversely affects the party's ability to perform; war, national emergency or civil insurrection, riot or other civil disorder;

strike, work stoppage or lockout; or any other event outside the control of the party or its reasonable ability to have avoided or prevented such event; and such excuse by reason of force majeure shall last until that party by the exercise of reasonable diligence removes, avoids or otherwise cures

00545679;2 9 such impediment; provided, however, that failure, inability or absence of performance for any reason based on the economic condition of the party or the potential for economic advantage to that party on the basis of nonperformance shall not constitute an event of force majeure.

(k) Authority to execute. Each person signing this Agreement on behalf of a party hereto represents and warrants to the other party that he/she has the requisite authority to sign this Agreement on behalf of the party for which he/she signs, and has been duly authorized by that party to execute this Agreement on the party's behalf and to bind the party thereby; and that all prerequisites to permit and authorize the agreement of the party being represented to enter into this Agreement have been taken and completed as required by applicable law.

(1) Consents. Except where otherwise provided in this Agreement, where consent is required of each party to this Agreement, the parties shall not unreasonably withhold, delay or condition such consent.

(m) Proposal Guaranty Bond as security for execution of Agreement and as liquidated damages for failure or refusal to execute. If a Proposal Guaranty Bond (or other similar bond acceptable to Owner) has been required by the solicitation documents and instructions, and has been submitted by the successful proposer (Contractor) to whom this contract has been awarded by Owner, the Proposal Guaranty Bond (or other similar bond) shall constitute security to ensure that the successful proposer timely executes this Agreement after award has been announced by Owner, and complies with all other stated or agreed prerequisite conditions for the commencement of work under this Agreement. If the successful proposer fails or declines for any reason to execute this Agreement within the prescribed time or fails or refuses for any reason to satisfy the said prerequisite conditions, the Proposal Guaranty Bond (or other similar bond) shall be liquidated damages for such failure. Failure for any reason of the successful proposer timely to execute this Agreement and to comply fully with the prerequisite conditions shall be grounds for Owner to withdraw the award of this Project to the successful proposer, and thereupon Owner shall have no further obligations of any kind to such proposer, and may offer the contract to another proposer as permitted by law or, at Owner's election, may re-solicit or otherwise re-offer the Project as permitted by law.

(n) DISCLAIMER AND LIMITATION OF LIABILITY. NEITHER OWNER NOR OWNER'S

AGENT, NOR ANY MEMBER PARTICIPANT OF OWNER, NOR ANY OF THEIR ELECTED

OFFICIALS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES (ALL

COLLECTIVELY, "OWNER PARTIES"), SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL,

CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES THAT RESULT OR

ARISE FROM OR UNDER THIS AGREEMENT. CONTRACTOR'S SOLE REMEDY FOR

BREACH OF THIS AGREEMENT BY OWNER OR BY ANY OWNER PARTIES SHALL BE

TERMINATION AS PROVIDED HEREIN AND PAYMENT OF ANY FEES, REIMBURSEMENTS,

OR OTHER PAYMENTS ACCRUED AND DUE UNDER THE TERMS OF THIS AGREEMENT

AS OF THE DAE OF TERMINATION.

(o) Failure of appropriations. This Agreement does not create any future debt or other obligation of Owner or of any Owner Participant entity to make payments other than out of Owner's current fiscal year funds. It shall be grounds for termination of this Agreement without penalty to Owner or any Owner Participant if any member Participant of Owner fails for any reason to appropriate and timely pay to Owner in full its apportioned share of Owner's annual budgeted funds; or, alternatively, Owner shall have the right to adjust the scope of this Agreement and the

00545679;2 10 payment terms and contract payment amounts hereunder to reflect such adjustments as Owner in its discretion makes to its annual budget on account of such failures of appropriation or timely payment by its members; provided, that Owner will give Contractor notice of any such nonappropriation or nonpayment by any member Participant of Owner if in Owner's judgment such non-appropriation or nonpayment will have a material effect on the ability of Owner to make payments required under this Agreement. In the event Owner determines to terminate this Agreement due to any such non-appropriation, and gives written notice to Contractor of such termination, this Agreement will thereupon terminate without penalty to or further obligation hereunder of either party; provided, that Owner will remain responsible for costs and fees accrued hereunder for periods prior to such termination. Owner certifies that it has available funds for payment of this Agreement during the initial fiscal year of Owner in the term hereof.

(p) Relationship of parties. The parties contemplate and intend that the relationship of Contractor to Owner at all times during the term of this Agreement and any extensions of it shall be that of an independent contractor and not an employee of Owner; and nothing in this Agreement or any license, document or attachment made a part hereof, nor any oral agreement, discussion or representation between the parties, shall be construed or applied to create any relationship between the parties other than that of Contractor as an independent contractor. Contractor shall provide its own personnel for the completion of its services hereunder and agrees to properly insure them.

(q) Cooperation. Contractor agrees to cooperate fully with Owner in the performance of the Work hereunder, or in the defense or settlement by Owner of any lawsuit or other claim concerning, related to, or arising from the Work or this Agreement.

(r) INDEMNITY. CONTRACTOR SHALL INDEMNIFY AND HOLD OWNER, OWNER'S

AGENTS, OWNER PARTICIPANT ENTITIES AND OTHER OWNER PARTIES, HARMLESS

FROM ANY AND ALL CLAIMS, SUITS AND PROCEEDINGS OF ANY KIND OR CHARACTER

(COLLECTIVELY "CLAIMS"), ASSERTED AGAINST OWNER, OWNER'S AGENTS, OTHER

OWNER PARTICIPANTS (OR THEIR PERSONNEL) OR OTHER OWNER PARTIES RELATED

TO, CONCERNING OR ARISING FROM CONTRACTOR'S PERFORMANCE OF WORK

UNDER THIS AGREEMENT, FOR WHICH AND TO THE EXTENT ANY SUCH CLAIM IS BASED

IN WHOLE OR PART ON ASSERTIONS OF THE ACTS OR OMISSIONS OF CONTRATOR,

ITS EMPLOYEES, AGENTS, OFFICERS, PARTNERS, OWNERS OR OTHER PRINCIPALS,

SUBCONTRACTORS OR OTHER REPRESENTATIVES.

(s) Document and information ownership. All documents detailing information concerning or describing (i) the GAATN Network, including the location or configuration of any part of the GAATN Network (including but not limited to GAATN fiber optic cable, facilities, sites, equipment, or any other part of the GAATN Network, including but not limited to as-built diagrams or other documentation); (ii) the condition from time to time of the GAATN Network or any parts of it; (iii) details or history of any maintenance, repairs, alterations, modifications, reconfigurations, extensions, upgrades, additions or other aspects of any kind of the GAATN Network or any part of it; (iv) plans, designs or engineering work for any GAATN Network extensions, upgrades, additions, alterations, repairs, reconfigurations, maintenance or any other change of any kind to the GAATN Network or any part of it: and (v) any and all other documents related to or concerning the GAATN Network, whether provided to Contractor by GAATN, created by Contractor or its subcontractors in relation to Contractor's work hereunder, or otherwise (all collectively "GAATN Information"), to which Contractor or any of its subcontractors have access, or right of access or

00545679;2 11 control, are and shall remain the sole and exclusive property of GAATN. Contractor understands and acknowledges that the use by Contractor of all such information shall be only in aid of the performance of Contractor's duties hereunder, and that Contractor's unauthorized use, or the unauthorized access by or disclosure to unauthorized persons or entities, shall be a material violation of this Agreement, and that it may be and likely is proscribed by law, for which criminal penalties may be imposed. Upon termination of this Agreement for any reason, Contractor agrees promptly to return all such GAATN Information to Owner and to certify within ten (10) business days of such termination that all GAATN Information in Contractor's possession or under its control or access, or right of control or access, have been returned to Owner. For the purposes of this provision, "documents" includes without limitation hereby any and all documents, records, diagrams, photographs, images, and other information of any kind, no matter where, on what medium, or by what means created, stored, written, recorded, transmitted, kept or maintained; and all GAATN Information provided to Contractor's subcontractors, agents or representatives is considered to be under the control or right of control of Contractor.

(t) No exceptions taken to RFP documents. Contractor acknowledges and agrees that it did not take exception in its Proposal to any provisions of the AISD (GAATN) Request for Proposals for this AISD (GAATN) Maintenance work, including all the Maintenance Work (RFP Section VII) and the Award Terms and Conditions (RFP Section VI).

AGREEED TO AND EXECUTED by the Parties on the dates set forth below, but to be effective as of the first day of July 1, 2026.

GAATN CONTRACTOR

Signature: ___________________________ Signature: ____________________________ Dain Herbat, GAATN Board Chairman Name/Title:___________________________

Date: ______________________________ Date:_______________________________

00545679;2 12

ATTACHMENT D

REQUIRED DISCLOSURES, PROHIBITIONS, AND REPRESENTATIONS

00545679;2 13

REQUIRED DISCLOSURES, PROHIBITIONS, AND REPRESENTATIONS

DISCLOSURES

Chapter 176 (Form CIQ)

Contractors must determine if they are required under Chapter 176 of the Texas Local Government Code to file a completed conflict of interest disclosure with the Authority, disclosing familial relationships with a “local government officer”, or regarding certain gifts or other gratuities provided to, or financial or business relationships with, a local government officer or members of the officer’s family. If so, the Conflict of Interest Questionnaire (Form CIQ, available on the website of the Texas Ethics Commission) MUST be completed and submitted if it was not already provided to GAATN with Contractor’s Proposal.

NOTE: If the factors regarding an Offeror’s obligation to file exist, the Offeror is required to file the Form CIQ disclosure for merely seeking a contract with the Authority, i.e., by merely submitting a Proposal.

For clarity and certainty, note that each proposer is required to file a Form CIQ with its proposal.

If a proposer believes it has nothing to report, it must file a Form CIQ anyway, and note on it that there have been no events requiring disclosure.

HGB 1295 (Form 1295)

Contractor MUST file an HB 1295 disclosure of “interested parties” (Form 1295, as defined by statute; see Tex. Gov’t Code § 2252.908) along with the executed copy of the contract.

Form 1295 and instructions regarding how to fill it out and to submit it to the Authority are available on the website of the Texas Ethics Commission (TEC).

The Act specifically provides that no governmental entity may have a contract unless the required disclosure has been provided; failure to provide it may mean the contract is void.

No Form 1295 is required from Proposers not selected for a contract award; no Form 1295 is required to be filed with a Proposal, but only upon award of a contract by the Authority.

REPRESENTATIONS, WARRANTIES, AND PROHIBITIONS

Representation Regarding Israel. In compliance with Texas Government Code section 2270.002, Contractor represents and warrants by its authorized signature below that it does not boycott Israel and will not boycott Israel for the term of this Agreement including any renewals or extensions. In making this verification, “boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes.

No Contracts With Proscribed Entities – Terrorism Verification. Under Texas Government Code section 2252.152, a governmental entity may not contract with, among others, the governments

00545679;2 14 of Iran or Sudan, or with a designated terrorist organization; or in general with a company that does so contract. Contractor represents and warrants by its authorized signature below that, at this time and at the time of entering into any contract with the Authority and during the full term of that contract, neither respondent nor any wholly-owned subsidiary, majority-owned subsidiary, parent company, or affiliate of respondent (i) is a company listed by the Texas Comptroller under Texas Government Code section 2252.153, or (ii) engages in business with Iran, Sudan, or any foreign terrorist organization as described in Texas Government Code chapters 806 or 807, or subchapter F of Texas Government Code chapter 2252. The term “foreign terrorist organization” has the meaning assigned in Texas Government Code section 2252.151.

Prohibition on Boycotting Energy Companies. As required by Section 2274.002, Texas Government Code, Contractor hereby verifies that it does not boycott any energy companies and will not boycott any energy companies during the term of any contract with the Authority. For purposes of this verification, “boycott energy company” is defined in Section 809.001, Texas Government Code, as an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company: engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or does business with a company described above.

Prohibition on Discrimination of Firearm Entity or Firearm Trade Association. As required by Section 2274.002, Texas Government Code, Contractor hereby verifies that it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association, and that during the term of any contract with the Authority it will not so discriminate against a firearm entity or firearm trade association. For purposes of this verification, “discriminate against a firearm or firearm trade association” is defined in Section 2274.001, Texas Government Code, as refusing to engage in trade of any goods or services with an entity or association based solely on its status as a firearm entity or firearm trade association, refraining from continuing existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association, or terminating an existing business relationship with an entity or association based solely on its status as a firearm entity or firearm trade association.

Prohibition on Agreements With Certain Foreign-Owned Companies in Connection With Critical Infrastructure. As required by Section 2274.0102, Texas Government Code, Contractor hereby represents and warrants that at this time, and at the time of entering into this contract, and during the term of this contract, neither Contractor, nor any wholly-owned subsidiary, majority-owned subsidiary, parent company, or affiliate of Contractor: (i) is owned by, or the majority of stock or other ownership interest of the company is owned by, persons or entities: (a) who are citizens of China, Iran, North Korea, Russia, or a designated country; or (b) a company or other entity, including a governmental entity, that is owned or controlled by citizens of or is directly controlled by the governments of China, Iran, North Korea, Russia, or a designated country; or (ii) is headquartered in China, Iran, North Korea, Russia, or a designated country. For purposes of this verification, “designated country” is defined as a country designated by the Texas governor as a threat to critical infrastructure as defined under Section 2274.0103, Texas Government Code.