6-1. Attachment C - Disaster Recovery Services Agreement Terms and Conditions.pdf

AGREEMENT FOR DISASTER AND/OR STORM RECOVERY

SERVICES

General Terms and Conditions — RFP No. S2026-019

This Agreement for Disaster and/or Storm Recovery Services (this “Agreement”) is entered into by and between the City of Liberty Hill, Texas, a Texas municipal corporation (the “City”), and [CONTRACTOR LEGAL NAME], a [State] [entity type] (the “Contractor”), effective as of the date of the last signature below (the “Effective Date”). The City and the Contractor are each a “Party” and together the “Parties.”

ARTICLE 1. RECITALS

1.1 The City issued Request for Proposals No. 2026-007 for Disaster and/or Storm Recovery Services (the “RFP”) to establish a standby contract for debris management and related recovery services to be performed following a storm, flood, or other disaster or emergency event affecting the City.

1.2 The Contractor submitted a proposal in response to the RFP (the “Proposal”), and the City selected the Contractor on the basis of best value in accordance with Chapter 252 of the Texas Local Government Code.

1.3 This is a standby, indefinite-quantity, and non-exclusive contract. The City makes no representation or guarantee of any minimum amount of work, and the Contractor shall perform services only as and when activated by the City as provided herein.

1.4 The Parties acknowledge that work under this Agreement may be funded in whole or in part by federal financial assistance administered through the Federal Emergency Management Agency (“FEMA”) Public Assistance Program, and that the Federal Contract Provisions set forth in Exhibit D therefore apply.

ARTICLE 2. DEFINITIONS

2.1 Activation / Notice to Proceed. A written notice or task order issued by the City’s Authorized Representative directing the Contractor to mobilize and perform specified services following an Event.

2.2 Authorized Representative. The City Manager or the Manager’s written designee, who is authorized to administer this Agreement, issue Activations, and approve task orders and invoices on behalf of the City.

2.3 Contract Documents. This Agreement and all Exhibits, Riders, Attachments, and other documents listed in Article 3, together with any duly executed amendments.

2.4 Debris. Vegetative debris, construction and demolition (“C&D”) debris, hazardous stumps, hazardous limbs and leaning trees, white goods, household hazardous waste, electronic waste, vehicles and vessels, putrescent debris, animal carcasses, and other materials generated by an Event and within the scope of the Scope of Services.

2.5 Event. A storm, flood, wind, fire, or other natural or man-made disaster or emergency for which the City activates this Agreement, whether or not a federal or state disaster has been declared.

2.6 Rate Schedule. The unit prices and rates set forth in the Scope of Services attachments (Attachments I through V to the RFP), as incorporated herein as Exhibit B.

2.7 Scope of Services. The scope of work set forth in the RFP and attached hereto as Exhibit A, as the same may be refined by an Activation or task order consistent therewith.

2.8 TDSRS. A Temporary Debris Storage and Reduction Site established for the staging, processing, and reduction of Debris.

ARTICLE 3. CONTRACT DOCUMENTS; ORDER OF PRECEDENCE

3.1 Contract Documents. The Contract Documents consist of, and are incorporated into this Agreement as if fully set forth herein: (a) this Agreement (General Terms and Conditions); (b) Exhibit A — Scope of Services (from the RFP); (c) Exhibit B — Rate Schedules (RFP Attachments I–V); (d) Exhibit C — Insurance and Indemnification Requirements (set forth in full herein); (e) Exhibit D — Federal Contract Provisions (FEMA Public Assistance Rider) (set forth in full herein) (the “Federal Contract Provisions”); (f) Exhibit E — Required Certifications and Forms; (g) the RFP (excluding the Scope of Services already incorporated as Exhibit A); and (h) the Proposal.

Exhibits C and D are attached to and made a part of this Agreement and follow the signature page.

3.2 Order of Precedence. In the event of a conflict or inconsistency among the Contract Documents, the conflict shall be resolved by giving precedence in the following descending order:

(1) this Agreement; (2) the Federal Contract Provisions (Exhibit D); (3) the Insurance and Indemnification Requirements (Exhibit C); (4) the Scope of Services (Exhibit A) and Rate Schedules (Exhibit B); (5) the RFP; and (6) the Proposal. Notwithstanding the foregoing, on any matter affecting the eligibility of costs for federal reimbursement, the requirement most protective of federal funding eligibility and most stringent upon the Contractor shall control.

ARTICLE 4. SCOPE OF SERVICES

4.1 Services. Upon Activation, the Contractor shall furnish all labor, supervision, equipment, materials, transportation, permits, insurance, and incidentals necessary to perform the Scope of Services attached as Exhibit A, which includes, without limitation: emergency road clearance; right-of-way vegetative debris removal; right-of-way C&D debris removal; demolition, removal, and transport of structures; management and operation of one or more Temporary Debris Storage and Reduction Sites (“TDSRS”); removal of hazardous stumps, hazardous limbs (hangers), and hazardous leaning trees; collection and disposal of white goods, household hazardous waste, and electronic waste; removal of vehicles, vessels, and animal carcasses; and final hauling, processing, reduction, recycling, and lawful disposal of Debris.

4.2 Standards of Performance. The Contractor shall perform all services in a good and workmanlike manner, in accordance with applicable federal, state, and local laws and FEMA Public Assistance Program requirements, and in accordance with the standards, response times, and documentation requirements set forth in the Scope of Services.

4.3 No Guaranteed Quantity. This Agreement does not obligate the City to order any services or quantity of work. The Contractor shall be compensated only for services actually authorized, performed, and accepted.

ARTICLE 5. TERM; RENEWAL

5.1 Initial Term. This Agreement begins on the Effective Date and continues for an initial term of two (2) years, unless earlier terminated as provided herein.

5.2 Renewal. The City, at its sole option, may renew this Agreement for one (1) additional one-year term upon written notice and agreement by the Contractor, on the same terms and conditions, including the Rate Schedule (subject to any adjustment expressly authorized in the Scope of Services).

5.3 Completion of Activated Work. The expiration of the term shall not relieve the Contractor of the obligation to complete any work activated before expiration, which shall be completed under the terms of this Agreement.

ARTICLE 6. ACTIVATION AND PERFORMANCE

6.1 Activation. The Contractor shall mobilize and perform services only upon written Activation or task order from the Authorized Representative. Each Activation shall describe the services authorized and may establish work locations, priorities, and completion milestones consistent with the Scope of Services.

6.2 Mobilization and Response. The Contractor shall mobilize and commence emergency road clearance and other authorized services within the response times set forth in the Scope of Services, and shall maintain throughout the term the personnel, equipment, and subcontractor resources necessary to respond to an Event.

6.3 Coordination. The Contractor shall coordinate its operations with the Authorized Representative, the City’s engineer, and the City’s debris monitor (Article 8), and shall comply with the City’s reasonable directions regarding sequencing, work zones, and public safety.

ARTICLE 7. COMPENSATION AND PAYMENT

7.1 Compensation. As full compensation for the services, the City shall pay the Contractor at the unit prices and rates set forth in the Rate Schedule (Exhibit B). Unit prices shall be firm for the term, are inclusive of all costs of performance, and constitute the Contractor’s sole compensation except as expressly provided herein.

7.2 Time-and-Materials Limitation. Any time-and-materials or equipment-and-labor-rate work is permitted only in accordance with 2 C.F.R. § 200.318(j): it shall be authorized in writing in advance, shall be subject to a not-to-exceed ceiling that the Contractor exceeds at its own risk, and shall be subject to the City’s active oversight of efficiency and cost control. Such work is generally limited to the initial emergency road-clearance period.

7.3 Prohibited Pricing. The cost-plus-a-percentage-of-cost and percentage-of-construction-cost methods of pricing are prohibited (2 C.F.R. § 200.324(c)) and no such charge shall be allowed.

7.4 Invoices and Documentation. The Contractor shall submit invoices supported by load tickets, daily operational reports, certified truck measurements, disposal certifications, and such other documentation as the City or FEMA may require substantiating eligibility for reimbursement. The City may withhold payment for invoices lacking adequate documentation or for disputed amounts.

7.5 Prompt Payment. Undisputed, properly documented invoices shall be paid in accordance with the Texas Prompt Payment Act, Chapter 2251 of the Texas Government Code.

7.6 Non-Appropriation. All payment obligations of the City are subject to annual appropriation of funds by the City Council. If funds are not appropriated, the City may terminate this Agreement without penalty or liability for amounts beyond the then-current fiscal year, upon written notice to the Contractor.

7.7 No Cost Eligibility Warranty. The City does not warrant that any cost incurred under this Agreement is or will be eligible for federal or state reimbursement. The Contractor bears the risk of disallowance arising from its own noncompliance or inadequate documentation.

ARTICLE 8. DEBRIS MONITORING (INDEPENDENCE)

8.1 Independent Monitoring. The Parties acknowledge that, for FEMA Public Assistance eligibility, debris monitoring must be performed independently of the entity removing the Debris.

Accordingly, the City (directly or through a debris-monitoring firm the City separately retains) shall be responsible for debris monitoring, including making load calls and validating quantities.

The Contractor shall not serve as the monitor of its own work.

8.2 Contractor Cooperation. The Contractor shall cooperate fully with the City’s debris monitor, including by numbering and certifying the capacity of each truck and piece of loading equipment, presenting vehicles for inspection and recertification, providing load tickets and operational data, and affording the monitor safe access to all work areas and the TDSRS.

ARTICLE 9. BONDS

9.1 Performance and Payment Bonds. When required by the Scope of Services or by law for activated work, the Contractor shall furnish performance and payment bonds, each in the amount specified by the City, issued by a surety authorized and admitted to do business in Texas and otherwise meeting the requirements of Chapter 2253 of the Texas Government Code, within the time the City specifies following Activation.

ARTICLE 10. INSURANCE AND INDEMNIFICATION

10.1 Incorporation. The Contractor shall procure and maintain the insurance coverages and limits, and shall comply with the indemnification obligations, set forth in full in Exhibit C (Insurance and Indemnification Requirements), which is attached to and made a part of this Agreement. In the event of any conflict between Exhibit C and this Article, Exhibit C controls.

10.2 Survival. The Contractor’s defense and indemnification obligations, and any insurance maintained on a completed-operations or extended-reporting basis, shall survive the expiration or termination of this Agreement to the extent provided in Exhibit C.

ARTICLE 11. FEDERAL CONTRACT PROVISIONS

11.1 Incorporation. The Federal Contract Provisions set forth in full in Exhibit D are attached to and made a part of this Agreement and apply to this Agreement and all work performed hereunder. The Contractor shall comply with all such provisions and shall include them, as applicable, in all subcontracts.

11.2 Access to Records; Retention. The Contractor shall provide the City, FEMA, the DHS Office of Inspector General, the Comptroller General of the United States, and their authorized representatives access to all records pertinent to this Agreement, and shall retain such records for not less than three (3) years following final payment and closeout of the applicable federal award, all as further provided in Exhibit D.

ARTICLE 12. INDEPENDENT CONTRACTOR

12.1 The Contractor, and its employees, is an independent contractor and not an employee, agent, partner, or joint venturer of the City. The Contractor is solely responsible for its means and methods of performance, for its personnel and subcontractors, and for all employment, tax, and benefit obligations relating to its workforce.

ARTICLE 13. SUBCONTRACTORS

13.1 The Contractor shall not subcontract any material portion of the services without the City’s prior written approval. The Contractor remains fully responsible for the acts and omissions of its subcontractors and shall flow down to each subcontract the Federal Contract Provisions, insurance, recordkeeping, and other requirements of the Contract Documents as applicable. Approval of a subcontractor does not relieve the Contractor of any obligation under this Agreement.

ARTICLE 14. COMPLIANCE WITH LAWS; STATUTORY VERIFICATIONS

14.1 General Compliance. The Contractor shall comply with all applicable federal, state, and local laws, regulations, ordinances, permits, and licensing requirements in the performance of the services, and shall obtain and maintain all licenses and certifications required for the handling, transport, and disposal of regulated materials.

14.2 Mandatory Disclosures. Texas law requires that vendors make certain disclosures. Prior to the effective date of this Contract, the Contractor has submitted to the City a copy of the Conflict of Interest Questionnaire form (CIQ Form) approved by the Texas Ethics Commission (Texas Local Government Code Chapter 176). The Contractor also confirms it is in compliance with all Texas requirements related to government contracts including: (1) no boycott of Israel; (2) not listed as a foreign terrorist organization by the Texas Comptroller of Public Accounts; (3) Contractor does not have a policy or practice of discriminating against firearm entities or firearm trade associations; (4) Contractor does not boycott energy companies; and Contractor is compliant with all other Texas laws including any additional disclosure requirements.

14.3 Drug-Free Workplace; Eligibility. The Contractor shall maintain a drug-free workplace and certifies that neither it nor its principals or subcontractors are debarred, suspended, or otherwise excluded from participation in federal assistance programs.

ARTICLE 15. TERMINATION

15.1 Termination for Convenience. The City may terminate this Agreement, in whole or in part, for its convenience upon written notice to the Contractor. Upon such termination, the Contractor shall be paid for services properly performed and accepted through the effective date of termination, together with reasonable, documented, non-cancellable obligations properly incurred before notice, and shall not be entitled to anticipated profit on unperformed work.

15.2 Termination for Cause. If the Contractor fails to perform in accordance with the Contract Documents and does not cure such failure within ten (10) days after written notice (or such shorter period as an emergency reasonably requires), the City may terminate this Agreement for cause and pursue all available remedies. If a termination for cause is later determined to have been improper, it shall be treated as a termination for convenience.

15.3 Transition. Upon any termination, the Contractor shall promptly discontinue work as directed, secure the work areas and TDSRS, and deliver to the City all completed and partially completed deliverables, documentation, and records.

ARTICLE 16. DEFAULT AND REMEDIES

16.1 The remedies provided in this Agreement are cumulative and in addition to any other remedy available at law or in equity. No delay or omission by the City in exercising any right or remedy shall operate as a waiver thereof. The City may, among other remedies, withhold payment, procure substitute performance and charge the cost to the Contractor, assess damages, and suspend or terminate the work.

ARTICLE 17. FORCE MAJEURE

17.1 Neither Party shall be liable for failure to perform due to causes beyond its reasonable control and without its fault or negligence; provided, however, that because this Agreement is intended to provide disaster response, the occurrence of an Event for which the City activates this Agreement shall not excuse the Contractor’s performance, and the Contractor shall not invoke force majeure based on the conditions ordinarily attendant to the Events contemplated herein.

ARTICLE 18. WARRANTIES

18.1 The Contractor warrants that it is qualified, equipped, and licensed to perform the services;

that the services will conform to the Contract Documents and applicable law; and that all certifications and representations it has made are true and accurate as of the Effective Date and will remain so during the term.

ARTICLE 19. ASSIGNMENT

19.1 The Contractor shall not assign or transfer this Agreement or any rights or obligations hereunder without the City’s prior written consent, which may be withheld in the City’s discretion.

Any attempted assignment without such consent is void.

ARTICLE 20. DISPUTE RESOLUTION; GOVERNING LAW; VENUE

20.1 Governing Law. This Agreement is governed by and construed under the laws of the State of Texas, without regard to conflict-of-laws principles.

20.2 Negotiation. Before initiating litigation, the Parties shall attempt in good faith to resolve any dispute through negotiation between representatives with authority to settle. This Section does not apply to the City’s exercise of its termination or emergency rights.

ARTICLE 21. GOVERNMENTAL IMMUNITY

21.1 Nothing in this Agreement waives, or shall be construed to waive, any governmental or sovereign immunity, defense, or limitation of liability available to the City under the Constitution and laws of the State of Texas, all of which are expressly reserved. No provision of this Agreement is intended to create liability against the City in excess of that permitted by law.

ARTICLE 22. PUBLIC INFORMATION

22.1 The Contractor acknowledges that the City is subject to the Texas Public Information Act, Chapter 552 of the Texas Government Code, and that records relating to this Agreement may be subject to disclosure. To the extent Section 552.0037 applies, the Contractor shall promptly provide contracting information to the City upon request and otherwise comply with that section.

ARTICLE 23. NOTICES

23.1 All notices shall be in writing and delivered by hand, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the Parties at the addresses below (or such other address as a Party designates by notice):

To the City: City of Liberty Hill, 926 Main Street, Liberty Hill, Texas 78642, Attn: City Manager, with a copy to the City Attorney.

To the Contractor: [CONTRACTOR NAME AND NOTICE ADDRESS], Attn: [ ].

ARTICLE 24. MISCELLANEOUS

24.1 Entire Agreement. The Contract Documents constitute the entire agreement of the Parties and supersede all prior negotiations, representations, and agreements, whether written or oral, on the subject matter.

24.2 Amendment. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No change affecting scope, price, or schedule is effective unless so executed.

24.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

24.4 Survival. Provisions that by their nature should survive expiration or termination — including indemnification, insurance, records and audit, confidentiality, governing law, and immunity — shall survive.

24.5 No Third-Party Beneficiaries. Except for the rights reserved to the federal government under the Federal Contract Provisions, this Agreement is for the sole benefit of the Parties and creates no rights in any third party.

24.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, including by electronic signature, each of which is an original and all of which together constitute one instrument.

24.7 Authority. Each person signing this Agreement represents that he or she is duly authorized to execute it and to bind the Party on whose behalf he or she signs.

24.8 Headings. Article and section headings are for convenience only and do not affect interpretation.

IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Date.

CITY OF Liberty Hill, TEXAS By:

Name:

Title:

Date:

ATTEST:

City Secretary

APPROVED AS TO FORM:

City Attorney

CONTRACTOR: [CONTRACTOR LEGAL NAME]

By:

Name:

Title:

Date:

EXHIBITS

Exhibit A — Scope of Services (RFP No. 2026-007) Exhibit B — Rate Schedules (RFP Attachments I–V) Exhibit C — Insurance and Indemnification Requirements (set forth in full herein) Exhibit D — Federal Contract Provisions — FEMA Public Assistance Rider (set forth in full herein) Exhibit E — Required Certifications and Forms

EXHIBIT C

INSURANCE AND INDEMNIFICATION

REQUIREMENTS

City of Liberty Hill, Texas — Disaster and/or Storm Recovery Services A. General Requirements Prior to commencing any work and as a condition of award, the Contractor shall, at its sole cost and expense, procure and maintain in force throughout the term of the Agreement (and, where indicated, for the periods stated after completion) the insurance coverages and minimum limits set forth below, written by insurers authorized to transact business in the State of Texas and rated not less than A- VII by A.M. Best. The Contractor shall furnish the City certificates of insurance and required endorsements evidencing such coverage before issuance of any notice to proceed, and shall not allow any required coverage to lapse during the term.

B. Required Coverages and Minimum Limits

1. Commercial General Liability. Occurrence form, with limits of not less than $1,000,000 per occurrence and $2,000,000 general aggregate (with a separate $2,000,000 products/completed-operations aggregate), covering bodily injury, property damage, personal and advertising injury, premises/operations, independent contractors, and contractual liability for the indemnity assumed in this Exhibit.

2. Business Automobile Liability. Covering all owned, hired, and non-owned vehicles, with a combined single limit of not less than $1,000,000 per accident. For any transport of hazardous materials, household hazardous waste, fuels, or refrigerants, coverage shall include the MCS-90 endorsement and pollution coverage as required by 49 C.F.R. Part 387.

3. Workers’ Compensation and Employer’s Liability. Workers’ compensation coverage as required by the Texas Labor Code (statutory limits), and employer’s liability with limits of not less than $1,000,000 each accident, $1,000,000 disease–policy limit, and $1,000,000 disease–each employee. This coverage is required notwithstanding any “if needed” notation elsewhere, because the Scope of Services includes demolition and other construction-type work.

4. Umbrella / Excess Liability. Following-form umbrella or excess liability with a limit of not less than $5,000,000 per occurrence and aggregate, in excess of the general liability, automobile liability, and employer’s liability coverages.

5. Contractor’s Pollution Liability / Environmental Impairment. Limits of not less than $2,000,000 per claim and $2,000,000 aggregate, covering bodily injury, property damage, cleanup costs, and defense arising from pollution conditions associated with the work, expressly including the handling, transport, and disposal of household hazardous waste, asbestos-containing materials, refrigerants/Freon, electronic waste, animal carcasses, and petroleum products. If written on a claims-made basis, coverage shall be maintained, or an extended reporting period purchased, for not less than two (2) years after completion.

6. Asbestos and Hazardous-Materials Operations. If the Contractor performs asbestos abatement or other regulated-material operations, it shall maintain asbestos legal liability / contractor’s pollution coverage applicable to such work and shall provide evidence of all required licenses and certifications (see Section C).

7. Professional Liability (if applicable). If the Contractor or any subcontractor provides professional services (including engineering, environmental, or debris-monitoring services), professional liability / errors and omissions coverage with a limit of not less than $1,000,000 per claim shall be maintained.

C. Licensing and Certifications As a condition of performing the corresponding work, the Contractor shall provide proof of, and maintain in good standing: (i) Texas Department of Licensing and Regulation asbestos abatement licenses and registrations for any asbestos work; (ii) U.S. EPA Section 608 technician certification for any refrigerant recovery; and (iii) all other federal, state, and local permits, licenses, and certifications required for the handling, transport, and disposal of regulated materials addressed in the Scope of Services.

D. Policy Conditions and Endorsements Each liability policy (other than workers’ compensation and professional liability) shall: (1) name the City of Liberty Hill and its officials, council members, officers, employees, agents, and volunteers as additional insureds; (2) be endorsed as primary and non-contributory with respect to any insurance or self-insurance maintained by the City; (3) include a waiver of subrogation in favor of the City; and (4) provide that the City will be given at least thirty (30) days’ prior written notice of cancellation, non-renewal, or material reduction in coverage (ten (10) days for non-payment of premium). Certificates of insurance and the actual additional-insured and waiver endorsements shall be delivered to the City before any notice to proceed, and upon renewal.

E. Subcontractors The Contractor shall require each subcontractor to maintain coverage and limits appropriate to the scope and risk of the subcontracted work, not less than as required of the Contractor for comparable work, or shall cause its subcontractors to be covered under the Contractor’s policies. The Contractor remains fully responsible for the acts and omissions of its subcontractors.

F. No Limitation of Liability The minimum coverages and limits required above shall not be construed to limit the Contractor’s liability under the Agreement, including the Contractor’s indemnification obligations, or to limit the amount of any claim the City may have against the Contractor. The City’s acceptance of certificates that do not comply with these requirements shall not waive the requirements.

G. Indemnification

TO THE FULLEST EXTENT PERMITTED BY LAW, THE CONTRACTOR SHALL

RELEASE, DEFEND (WITH COUNSEL REASONABLY ACCEPTABLE TO THE CITY),

INDEMNIFY, AND HOLD HARMLESS THE CITY AND ITS OFFICIALS, COUNCIL

MEMBERS, OFFICERS, EMPLOYEES, AGENTS, AND VOLUNTEERS (COLLECTIVELY,

THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, SUITS,

ACTIONS, LIABILITIES, LOSSES, DAMAGES, FINES, PENALTIES, COSTS, AND

EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT COSTS) FOR

BODILY INJURY, DEATH, OR DAMAGE TO PROPERTY, TO THE EXTENT CAUSED

BY THE NEGLIGENT OR WRONGFUL ACTS OR OMISSIONS, OR THE WILLFUL

MISCONDUCT, OF THE CONTRACTOR, ITS OFFICERS, EMPLOYEES, AGENTS, OR

SUBCONTRACTORS IN THE PERFORMANCE OF THE AGREEMENT. THIS

INDEMNITY SHALL NOT EXTEND TO LIABILITY CAUSED BY THE SOLE

NEGLIGENCE OF THE INDEMNIFIED PARTIES. THE CONTRACTOR’S OBLIGATION

TO DEFEND ARISES UPON WRITTEN TENDER BY THE CITY AND IS INDEPENDENT

OF THE DUTY TO INDEMNIFY AND OF THE OUTCOME OF ANY UNDERLYING CLAIM.

THIS SECTION SHALL SURVIVE EXPIRATION OR TERMINATION OF THE

AGREEMENT.

Savings clause. To the extent the Agreement is a “construction contract” within the meaning of Chapter 151 of the Texas Insurance Code, this Section shall be enforced only as permitted by, and shall be deemed automatically conformed to, that Chapter, and any provision purporting to require indemnification of an Indemnified Party for its own negligence or fault beyond what Chapter 151 allows shall be void only to that extent, with the remainder enforced to the fullest extent permitted by law.

EXHIBIT D

FEDERAL CONTRACT PROVISIONS

(Required for FEMA Public Assistance Reimbursement)

These Federal Contract Provisions (“Federal Provisions”) are incorporated into and made a part of the Agreement between the City of Liberty Hill, Texas (the “City”) and the Contractor.

Because work under the Agreement may be funded in whole or in part by federal financial assistance administered through the Federal Emergency Management Agency (“FEMA”) Public Assistance Program, the following provisions apply pursuant to 2 C.F.R. Part 200, including Appendix II thereto, and other applicable federal authorities. To the extent any term of this Exhibit conflicts with any other term of the Agreement, the requirement more protective of federal funding eligibility and more stringent upon the Contractor shall control. The applicability thresholds noted in certain clauses are stated for convenience; a clause applies only where its stated threshold or condition is met.

1. Administrative, Contractual, and Legal Remedies. (Contracts exceeding $250,000.) The Contractor shall be subject to such administrative, contractual, or legal remedies as the City may impose for breach or default, including but not limited to withholding of payment, assessment of damages, suspension of work, and termination. The exercise of any remedy shall not preclude the City from pursuing any other remedy available at law or in equity, and all remedies shall be cumulative.

2. Termination for Cause and for Convenience. (Contracts exceeding $10,000.) The City may terminate the Agreement, in whole or in part, for cause upon the Contractor’s failure to perform in accordance with the Agreement, and may terminate for the City’s convenience upon written notice.

Upon termination, the Contractor shall be entitled to payment only for services properly performed and accepted through the effective date of termination, together with reasonable, documented, non-cancellable obligations incurred before notice, and shall not be entitled to anticipated profit on unperformed work. The Contractor shall promptly deliver to the City all completed and partially completed deliverables and documentation.

3. Equal Employment Opportunity. Except as otherwise exempt, during the performance of any federally assisted construction work hereunder (including demolition), the Contractor shall comply with Executive Order 11246, as amended, and the implementing regulations at 41 C.F.R.

Part 60, and shall incorporate the equal opportunity clause at 41 C.F.R. § 60-1.4(b) by reference.

The Contractor shall not discriminate against any employee or applicant because of race, color, religion, sex, sexual orientation, gender identity, or national origin.

4. Davis-Bacon Act and Copeland “Anti-Kickback” Act. To the extent the Agreement constitutes a “construction” contract exceeding $2,000 to which the Davis-Bacon Act (40 U.S.C.

§§ 3141–3148) applies, the Contractor shall pay wages not less than the prevailing wages determined by the U.S. Department of Labor and shall comply with the Copeland Anti-Kickback Act (40 U.S.C. § 3145; 29 C.F.R. Part 3). The Parties acknowledge that routine disaster debris removal and disposal is generally not subject to Davis-Bacon; this clause applies only where the work is properly characterized as covered construction.

5. Contract Work Hours and Safety Standards Act. (Contracts exceeding $100,000 that employ mechanics or laborers.) The Contractor shall comply with 40 U.S.C. §§ 3702 and 3704, as implemented at 29 C.F.R. Part 5. Each mechanic or laborer shall be paid one and one-half times the basic rate of pay for hours worked in excess of forty hours in a workweek, and no laborer or mechanic shall be required to work in surroundings or under working conditions that are unsanitary, hazardous, or dangerous.

6. Rights to Inventions Made Under a Contract or Agreement. If the federal award meets the definition of a “funding agreement” under 37 C.F.R. § 401.2(a) and the City wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment, or performance of experimental, developmental, or research work, the rights-to-inventions requirements of 37 C.F.R. Part 401 apply. This clause is not anticipated to apply to debris-management services.

7. Clean Air Act and Federal Water Pollution Control Act. (Contracts exceeding $150,000.)

The Contractor shall comply with all applicable standards, orders, and regulations issued under the Clean Air Act (42 U.S.C. §§ 7401–7671q) and the Federal Water Pollution Control Act (33 U.S.C.

§§ 1251–1388), and shall report any violation to the City and to FEMA and the appropriate U.S.

Environmental Protection Agency Regional Office.

8. Debarment and Suspension. The Agreement is a covered transaction under 2 C.F.R. Parts 180 and 3000 (Executive Orders 12549 and 12689). The Contractor certifies that neither it nor its principals, affiliates, or subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in federal assistance programs, and that this certification will be verified through SAM.gov. The Contractor shall notify the City immediately of any change in this status during the term.

9. Byrd Anti-Lobbying Amendment. (Contracts exceeding $100,000.) The Contractor certifies, pursuant to 31 U.S.C. § 1352 and 44 C.F.R. Part 18, that no federally appropriated funds have been or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, or an employee thereof in connection with this federal award, and shall disclose any non-federal lobbying using Standard Form-LLL where required.

10. Procurement of Recovered Materials. In accordance with 2 C.F.R. § 200.323 and Section 6002 of the Solid Waste Disposal Act (42 U.S.C. § 6962), the Contractor shall comply with the EPA’s comprehensive procurement guidelines for products containing recovered materials where the purchase price exceeds $10,000 or the quantity purchased during the preceding fiscal year exceeded $10,000, and shall procure solid-waste-management services in a manner that maximizes energy and resource recovery.

11. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment. Pursuant to 2 C.F.R. §§ 200.216 and 200.471 and Section 889 of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232), the Contractor shall not use federal award funds to procure or obtain, extend, or renew a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services (including that produced by Huawei, ZTE, Hytera, Hangzhou Hikvision, and Dahua, and their affiliates) as a substantial or essential component or as critical technology, and shall flow this prohibition down to subcontractors.

12. Domestic Preference for Procurements. Consistent with 2 C.F.R. § 200.322, and to the extent practicable, the Contractor should provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including iron, aluminum, steel, cement, and other manufactured products). This preference shall be included in all subcontracts and purchase orders for work performed under the Agreement.

13. Access to Records. The Contractor shall provide the City, FEMA, the DHS Office of Inspector General, the Comptroller General of the United States, and their authorized representatives access to any books, documents, papers, and records of the Contractor that are pertinent to the Agreement for the purpose of making audits, examinations, excerpts, and transcriptions, and shall permit timely and reasonable access to the Contractor’s personnel for interview and discussion related to such records (2 C.F.R. § 200.337).

14. DHS Seal, Logo, and Flags. The Contractor shall not use the U.S. Department of Homeland Security seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials, including the FEMA seal, without the specific, written pre-approval of DHS.

15. Compliance with Federal Law, Regulations, and Executive Orders. The Contractor acknowledges that FEMA financial assistance will be used to fund all or a portion of the Agreement and agrees to comply with all applicable federal laws, regulations, executive orders, FEMA policies, procedures, and directives, including but not limited to the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. §§ 5121 et seq.).

16. No Obligation by Federal Government. The federal government is not a party to the Agreement and is not subject to any obligations or liabilities to the City, the Contractor, or any other party pertaining to any matter resulting from the Agreement.

17. Program Fraud and False or Fraudulent Statements or Related Acts. The Contractor acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies to its actions pertaining to the Agreement, and certifies that the statements, representations, warranties, and certifications it has made are true and accurate.

18. Record Retention. The Contractor shall retain all records relating to the Agreement for a period of not less than three (3) years from the date of final payment and closeout of the federal award, or longer where required by 2 C.F.R. § 200.334 or where litigation, a claim, an audit, or other action involving the records is started before the expiration of the three-year period.

19. Changes. No change to the Agreement that affects the scope, price, or period of performance shall be valid unless made by written modification executed by an authorized representative of the City. Changes shall be administered in a manner consistent with FEMA Public Assistance requirements, and the City reserves the right to disallow costs arising from undocumented or unauthorized changes.

20. Prohibited Contract Types; Time-and-Materials Limitation. The cost-plus-a-percentage-of-cost and percentage-of-construction-cost methods of contracting are prohibited (2 C.F.R. § 200.324(c)). Any time-and-materials or unit-rate equipment-and-labor pricing under the Agreement is permitted only in accordance with 2 C.F.R. § 200.318(j): it shall be subject to a not-to-exceed ceiling price that the Contractor exceeds at its own risk, and the City shall maintain a high degree of oversight to obtain reasonable assurance that the Contractor is using efficient methods and effective cost controls. The City does not warrant the eligibility of any cost for federal reimbursement.

EXHIBITS

EXHIBIT D