RFQu 29720 Irrigation Controller Data Plan Renewal.pdf

v. 7 Rev. January 2026

Request for Quotation (RFQu) for Irrigation Controller Data Plan Renewal

Solicitation Number: 29720-NTT-00-GS-MA

Date Issued Date Revised

October 16, 2026

Quote Question Deadline Submit Questions via www.nttamarketplace.org

October 21, 2026, at 02:00 p.m. CT

Quote Due Date Submit via www.nttamarketplace.org

October 23, 2026, at 10:00 a.m. CT

Solicitation Contact Person Terry Braziel tbraziel@ntta.org

Contract Term One (1) year

Project Description:

NOTE:

To be considered for this procurement, each Bidder MUST include with their Quote Sheet all required documents and UPLOAD them on NTTA Marketplace (www.nttamarketplace.org), no later than the date and time identified above as the “Quote Due Date”. When responding, be certain to check the CONFIDENTIAL check box for each uploaded document. You must do so for each document that you would like to designate as confidential. If you fail to check this box, such document(s) will be viewable by the general public.

NIGP Code(s) Small Business Goal: GFE

515-25 958-62 838-83

The North Texas Tollway Authority (NTTA) is seeking quotes for a one-year data service plan for 128 irrigation controllers to enable remote monitoring and control of irrigation systems throughout the NTTA service area.

v. 7 2 Rev. January 2026

TABLE OF CONTENTS

I. SCOPE OF SERVICES

II. BID SHEET

III. REQUIRED FORMS

A. Respondent's Agreement Regarding COI Confidentiality Disclosures & Conflict of Interest Questionnaire

B. Business Information Form

IV. INSURANCE REQUIREMENTS

V. FORM CONTRACT

A. Goods and Services Agreement

v. 7 3 Rev. January 2026

SCOPE OF SERVICES

[Follows this cover page.]

EXHIBIT A

SCOPE OF WORK

1. INTRODUCTION

This contract is for the renewal of the IQ Data Plan for Rain Bird ESP-LX Series Controllers to ensure continuous data service for a period of 1 YEAR from the date of contract execution.

2. PRODUCT SPECIFICATION

The Rain Bird IQ SIM Card Data Plan Renewal supports the Rain Bird ESP-LX Series Controllers which enables cloud-based access to the IQ system for remote irrigation control, scheduling, and reporting.

3. QUANTITIES

North Texas Tollway Authority has 128 Rain Bird ESP-LX Series Controllers throughout the NTTA system.

4. INVOICES

All invoices submitted by the Vendor shall be complete, accurate, and consistent with the terms and conditions of this Agreement, that include agreed-upon pricing, quantities, units of measure, applicable discount, and shipping charges.

5. CONTRACT ADMINSTRATION

Administration of the contract and purchase order is the responsibility of NTTA. NTTA representative will be responsible for administering the contractual business relationship with the vendor.

v. 7 4 Rev. January 2026

BID SHEET

Item No ITEM DESCRIPTION QUANTITY UNIT MEASURE UNIT PRICE TOTAL PRICE

PL C01401 C01401- 1 Year IQ Cartridge Data Plan 128 EA $0.00 $0.00

$0.00

COMPANY NAME(PRINTED)

AUTHORIZED AGENT (PRINTED)

SIGNATURE DATE

Making changes to this quote sheet may cause your bid to be disqualified.

By signing this Bid Sheet you acknowledge and agree to all addenda related to this solicitation.

Failure to acknowledge any addendum may deem a Bidder non-responsive.

After reviewing the scope and should you opt not to bid on this project, please complete and return the NO BID form.

Quote Sheet

NORTH TEXAS TOLLWAY AUTHORITY

ANNUAL TOTAL

This bid will remain valid for 180 days from bid opening.

RAIN BIRD IQ DATA PLAN RENEWAL

29720-NTT-00-GS-MA

Version 3 1 of 1 Rev. 12.3.18

v. 7 5 Rev. January 2026

REQUIRED FORMS

The following forms are required to be submitted with your bid. Unless otherwise noted, these forms follow this cover page.

Bid Sheet (form attached as Appendix B)

Respondent's Agreement Regarding COI Confidentiality Disclosures & Conflict of Interest Questionnaire

Business Information Form

Effective June 26, 2023 Respondent’s Agreement and Disclosures – Page 1

RESPONDENT’S AGREEMENT

AND DISCLOSURES

Persons and firms participating in the procurement specified below (the “Procurement”) must sign and submit this agreement (“Agreement”) before or with a Proposal (defined below). Failure to execute, submit, and abide by this Agreement is grounds for disqualification and other consequences under law.

Procurement:

Procurement Number:

A. Definitions In this Agreement and the attached Conflict of Interest Questionnaire (Form CIQ):

(1) “Proposal” means a bid, proposal, or response submitted for the Procurement.

(2) “Respondent” means a person or entity that submits a Proposal.

(3) “Respondent Party” means a Respondent and each of its owners, directors, officers, employees, agents, and representatives.

(4) An “NTTA Representative” means an NTTA director, officer, employee, agent, or other person acting on behalf of NTTA.

(5) A “family member” means your spouse or domestic partner, children, step-children, sons-in-law, daughters-in-law, parents, step-parents, mothers-in-law, fathers-in-law, your divorced spouse if you had a child together who is now living, and parents of your divorced or deceased spouse if you and that spouse had a child together who is now living.

(6) A “family relationship” includes every person included in the definition of “family member,” PLUS the following additional persons: your brothers, sisters, grandparents, grandchildren, great-grandparents, great-grandchildren, aunts, uncles, nephews, nieces, brothers-in-law, sisters-in-law, spouse’s grandparents, spouse’s grandchildren, grandchildren’s spouses, and grandparents’ spouses.

(7) “Confidential Information” means all information that is not publicly disclosed by NTTA, relating to NTTA or its operations, finances, patrons, personnel, or consultants that is furnished to or obtained, directly or indirectly, by a Respondent Party and other information that a Respondent Party should reasonably know NTTA considers confidential. Confidential Information includes, but is not limited to, information regarding: NTTA’s security operations, equipment, plans, policies, procedures, or devices; NTTA’s ideas, processes, know-how, and techniques; NTTA’s business methods, financial data and information, accounting, and financial-control procedures; NTTA’s products, services, policies, violation-enforcement system, patrons, TollTag customers, personnel; and any other aspect of NTTA’s operations.

(8) A “debarment” means an oral or written finding or decision barring, suspending, or otherwise limiting a person’s or entity’s right to engage in any business activity with a governmental entity.

B. Representations, Warrants, and Covenants

(1) No Collusion Respondent warrants and covenants that: (1) the Proposal is not made on behalf of any undisclosed person or entity; (2) no Respondent Party has directly or indirectly solicited anyone to submit a false or sham Proposal; (3) Respondent has not directly or indirectly sought or agreed to fix any profit, price, or cost element in any Proposal; (4) all statements contained in the Proposal are true, complete, and correct; (5) no Respondent Party has directly or indirectly provided its prices or costs to anyone else in order to effectuate a collusive or sham Proposal; and (6) Respondent will not directly or indirectly divulge the terms of its Proposal to any other proposer or seek to obtain such information from another proposer until after award of the contract or NTTA’s rejection of all Proposals and cancellation of the procurement.

(2) Confidential Information Respondent will maintain NTTA’s Confidential Information in strict confidence, and, except as approved in writing by NTTA’s General Counsel or as otherwise required by applicable law, no Respondent Party will disclose NTTA’s Confidential Information to any other person or entity. Respondent will be responsible for all loss, cost, damage, or expense resulting directly or indirectly from the release or unauthorized use of Confidential Information by any Respondent Party, any contractor or subcontractor of Respondent, or any third party that gains access to Confidential Information through a Respondent Party.

(3) No Conflicts of Interest

(a) Respondent warrants and covenants that no Respondent Party has offered or given to, or solicited or received from, an NTTA Representative any gift, benefit, or other thing of value that (1) is consideration for a decision, recommendation, or other exercise of discretion regarding the Procurement, or (2) is intended to or might influence an NTTA Representative regarding the Procurement. Furthermore, from the date the Procurement is advertised by NTTA until either (1) a contract is executed or (2) NTTA formally terminates the Procurement, whichever occurs first, a Respondent Party will not offer or give to, nor solicit or accept from, any NTTA Representative any gift, benefit, or other thing of value whatsoever. This provision does not apply to compensation under a contract already in place.

Effective June 26, 2023 Respondent’s Agreement and Disclosures – Page 2

(b) Respondent represents and covenants that no Respondent Party has or will have any direct or indirect financial, personal, or other interest or relationship that will conflict in any manner with Respondent’s performance under the contract for this Procurement.

(c) If the undersigned or any owner, officer, director, or similar executive-level personnel in Respondent’s organization is now aware of any of the following facts, place an “X” in the “Yes” box and describe those facts in an attachment to this Agreement;

otherwise, place an “X” in the “No” box. If such a person later becomes aware of any such facts, Respondent covenants to promptly disclose them to NTTA’s Ethics Officer:

Yes No Within the last twenty-four (24) months, an NTTA Representative or NTTA Representative’s family member has had a financial interest (including real property) in, had a business relationship with, or been an employer or employee of, a Respondent Party.

Yes No

An NTTA Representative is a Respondent Party or a Respondent Party’s family member.

(d) Respondent has completed and executed the attached Conflict of Interest Questionnaire (Form CIQ) in accordance with the instructions accompanying Form CIQ and laws referenced therein (stating “none” in line 3 if Respondent has no knowledge of reportable information), and will complete and submit an updated Form CIQ when required by those instructions and applicable law. (NOTE: for purposes of Form CIQ, Respondent is a “vendor” and an NTTA Representative is a “local government officer.”)

(4) Continuing Effect

Respondent agrees that this Agreement is important and material to the Procurement and will continue in effect after a contract is awarded. A Respondent Party’s breach of this Agreement, material misrepresentation, or omission in connection with any part of this Agreement is cause to reject Respondent’s Proposal, will make Respondent liable to NTTA for all damages that arise therefrom, and may trigger other consequences under law.

C. Disclosures

Please answer “Yes” for any event that occurred, in whole or in part, during the past five (5) years. Please attach additional pages explaining the nature and circumstances of each disclosed matter. Failure to respond to each question and/or to provide adequate explanations may lead to the rejection of the Proposal.

YES NO

1. Has a federal, state, or local governmental entity proposed or issued a debarment against a Respondent Party?

2. Is there a past, pending, or threatened civil, criminal, administrative, or regulatory proceeding involving allegations that a Respondent Party: (a) made one or more material misrepresentations or omissions in a business transaction or (b) engaged in an act or omission in a business transaction that resulted in alleged damages that are greater than or equal to 10% of the Respondent’s annual revenues?

3. Has a customer: (a) terminated a contract with Respondent for cause or default or (b) accepted damages from Respondent in lieu of contractual termination for cause or default?

4. Has Respondent learned of any reason why NTTA might be prohibited from doing business with a Respondent Party?

5. Has a Respondent Party had any professional license or certificate suspended or revoked?

6. Has a Respondent Party been convicted of a felony criminal offense?

7. Has Respondent sought bankruptcy protection in a United States Bankruptcy Court?

The undersigned represents and warrants, under penalty of perjury, that: (1) (s)he is the of

(2) (s)he is authorized to make the representations, warranties, and covenants in this Agreement on Respondent’s behalf; and (3) the representations, warranties, and covenants set forth in this Agreement and any attachments are true and correct.

Signature: Date:

Effective June 26, 2023 Respondent’s Agreement and Disclosures – Page 1

[attach FORM CIQ & instructions]

CONFLICT OF INTEREST QUESTIONNAIRE

For vendor doing business with local governmental entity

FORM CIQ

OFFICE USE ONLY

Date Received

This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.

This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).

By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.

A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor.

1 Name of vendor who has a business relationship with local governmental entity.

Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)

3 Name of local government officer about whom the information is being disclosed.

Name of Officer

4 Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.

Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIQ as necessary.

A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor?

Yes No

B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity?

Yes No

5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an

Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).

Signature of vendor doing business with the governmental entity Date ownership interest of one percent or more.

Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021

Revised 1/1/2021Form provided by Texas Ethics Commission www.ethics.state.tx.us

CONFLICT OF INTEREST QUESTIONNAIRE

For vendor doing business with local governmental entity

A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.

Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on:

(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity;

(B) a transaction conducted at a price and subject to terms available to the public; or

(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency.

Local Government Code § 176.003(a)(2)(A) and (B):

(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:

(2) the vendor:

(A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that

(i) a contract between the local governmental entity and vendor has been executed;

or

(ii) the local governmental entity is considering entering into a contract with the vendor;

(B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that:

(i) a contract between the local governmental entity and vendor has been executed; or

(ii) the local governmental entity is considering entering into a contract with the vendor.

Local Government Code § 176.006(a) and (a-1)

(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and:

(1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A);

(2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or

(3) has a family relationship with a local government officer of that local governmental entity.

(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of:

(1) the date that the vendor:

(A) begins discussions or negotiations to enter into a contract with the local governmental entity; or

(B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or

(2) the date the vendor becomes aware:

(A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a);

(B) that the vendor has given one or more gifts described by Subsection (a); or

(C) of a family relationship with a local government officer.

Business Information Form

Firm Name:

Firm Physical Address:

City/State/Postal Code:

Firm Mailing Address:

City/State/Postal Code:

Contact Name: _________________________________________________________________

Contact Email Address:

Contact Phone Number:

Firm Remit-To Address:

Address: ________________________________________________________________

City/State/Postal Code: ____________________________________________________

Contact Name & Phone Number: ____________________________________________

Email address to use to dispatch purchase orders: _____________________________________

Type of Business (check one): Individual/sole proprietor or single-member LLC C Corporation S Corporation Partnership Limited Liability Company Trust/Estate Other (please specify) _____________________________________________________________

State where business was formed:

The undersigned affirms that he or she is authorized to submit the firm’s response to this solicitation and execute a contract between the firm and the North Texas Tollway Authority. The undersigned further affirms that all of the statements and representations made in the response were made based on reasonable inquiry and are complete and accurate to the best of the knowledge of the undersigned. The NTTA reserves the right to reject any response found to contain false, misleading or inaccurate information. By signing and submitting this response the firm certifies that it understands the terms and conditions of this solicitation and that it agrees with such terms and conditions except those to which it specifically objects in writing.

Authorized Agent: ___________________________Title: ______________________________

Email: ______________________________________________________________________

Signature: ____________________________________ Date: ___________________________

Rev.4 8/19/22

( check if same as Mailing Address )

v. 7 6 Rev. January 2026

INSURANCE REQUIREMENTS

See Exhibit C of Form of Contract

v. 7 7 Rev. January 2026

FORM CONTRACT

This FORM OF CONTRACT is for reference only. Do not sign and return this form to NTTA.

AGREEMENT FOR

IRRIGATION CONTROLLER DATA PLAN RENEWAL

BETWEEN

NORTH TEXAS TOLLWAY AUTHORITY

AND

[INSERT CONTRACTOR NAME]

Contract No. 29720-NTT-00-GS-MA

G&S Rev’d 01/01/2026

TABLE OF CONTENTS

SCOPE OF WORK

COMPENSATION

INSURANCE; BOND REQUIREMENTS

TERM; TERMINATION

INSPECTION OF BOOKS AND RECORDS

NOTICES

COMPLIANCE WITH LAWS

REPRESENTATIONS, WARRANTIES, AND COVENANTS

NON-DISCRIMINATION; SMALL BUSINESS PROGRAM POLICY

OWNERSHIP OF INFORMATION

CONFLICTS OF INTEREST

REQUEST FOR DELIVERABLES

NTTA INDEMNIFIED

LIQUIDATED DAMAGES

LITIGATION EXPENSES

CONFIDENTIALITY

MISCELLANEOUS

SOC 2 TYPE II AUDIT REQUIREMENT

EXHIBITS

Exhibit A – Scope of Work Exhibit B – Compensation Exhibit C – Insurance Requirements Exhibit D – Small Business Program, Small Business Goal, and Subcontractor Plan Form Exhibit E – Information Security Addendum Exhibit F – Form of Bond

G&S Rev’d 01/01/26 Page 2

AGREEMENT FOR IRRIGATION CONTROLLER DATA PLAN RENEWAL

Contract No. 29720-NTT-00-GS-MA

THIS AGREEMENT (together with all attachments hereto, the “Agreement”) by and between the NORTH TEXAS TOLLWAY AUTHORITY, (“NTTA”), a regional tollway authority and political subdivision of the State of Texas and [insert Contractor’s legal name here], a [insert state of formation and type of legal entity] (“Contractor”), is entered into as of the Effective Date, as defined on the signature page of this Agreement. NTTA and Contractor may be referred to herein each, individually, as a “Party” and together, collectively, as the “Parties.”

RECITALS

WHEREAS, NTTA is a regional tollway authority and a political subdivision of the State of Texas authorized and existing pursuant to the Texas Regional Tollway Authority Act (the “Act”), codified in part as Chapter 366 of the Texas Transportation Code; and

WHEREAS, NTTA exercises the powers conferred by the Act in the acquisition, design, financing, construction, operation, and maintenance of turnpike projects and systems; and

WHEREAS, NTTA is authorized by the Act to enter into agreements necessary or incidental to its duties and powers, including agreements for the procurement of goods and/or services; and

WHEREAS, NTTA desires to retain Contractor to provide the goods and/or services (collectively, the “Deliverables”) described herein.

NOW, THEREFORE, in consideration of payments hereinafter stipulated and the mutual promises herein, the receipt and sufficiency of which the Parties acknowledge, the Parties agree as follows:

SCOPE OF WORK

The Deliverables are described in Exhibit A (“Scope of Work”). Contractor represents that it is fully equipped, competent, and capable of providing the Deliverables as required under this Agreement. Contractor will diligently provide all of the Deliverables in compliance with the schedule, if any, established in Exhibit A or as otherwise agreed to by the Parties in writing.

Without limiting the generality of the foregoing, Contractor will provide all personnel, materials, facilities, and any other required resources, unless specifically exempted herein, to fully provide the Deliverables within the time specified, for the compensation stated, and otherwise in accordance with the terms and conditions of this Agreement. All Deliverables will be of high quality, will be complete in all respects, will comply fully with the terms of this Agreement, and will include all typical and reasonable services required in connection with providing such Deliverables, whether or not expressly described in Exhibit A. In providing any Deliverables, Contractor shall operate in coordination with NTTA’s staff. All work performed in supplying the Deliverables will be subject to the approval of NTTA and will be performed consistent with the highest prevailing professional or industry standards applicable to the Deliverables that are allowed by law.

COMPENSATION

Contractor agrees to accept the consideration described in Exhibit B as full and sufficient compensation for the satisfactory performance of its obligations under this Agreement.

Payments by NTTA will be inclusive of all federal, state, and local taxes and will constitute full

G&S Rev’d 01/01/26 Page 3 payment for the Deliverables and all resources required to deliver the Deliverables, including materials, training, equipment, travel, overhead, fees, and expenses. If NTTA materially changes features, scope, or amounts of the Deliverables from those shown and described in the Scope of Work, then the fees to be paid to Contractor will be subject to adjustment upward or downward as specified by mutual written agreement signed by NTTA and Contractor prior to such change.

No payment by NTTA will relieve Contractor of its obligation to deliver the Deliverables in accordance with the terms of this Agreement, including without limitation all schedules for delivery contained herein. If after paying for the Deliverables, NTTA determines that any Deliverables do not satisfy the requirements of this Agreement, NTTA may reject them and Contractor will return the compensation received for such Deliverables within 30 days of such rejection. In addition to all other available rights and remedies, NTTA may set off amounts owed by Contractor to NTTA against amounts owed by NTTA to Contractor.

Contractor will provide fully-documented and accurate itemized invoices within 30 days of the end of the month for which work under this Agreement is being billed, with appropriate and applicable attachments. Each statement for goods and/or services must, at a minimum, include a description and quantity of any goods delivered, a description of any services performed, the day(s) that Contractor delivered such goods and/or performed such services, the time each person spent that day in performing the services, and the total amount billed for the goods and/or services, as applicable, included in the invoice. Upon request, Contractor will also submit certified time and expense records and copies of documentation acceptable to NTTA that support invoiced salary and expense figures. NTTA will review and timely approve (or raise disputes or inquiries concerning) each submitted invoice and compensate Contractor for all compliant and undisputed amounts within 30 days of its receipt of the invoice. NTTA will have the right to withhold payments for, and/or set off payments against, ineligible expenditures, use or sales taxes assessed for which NTTA is exempt, undocumented units of service billed, and any profit made by Contractor not provided for in this Agreement.

(i) With respect to Deliverables that are to be compensated based on time spent by an individual in rendering services comprising or associated with the Deliverables, time spent by a principal of Contractor performing services or functions capable of being carried out by other, subordinate personnel with a lower standard hourly rate will be billed at a rate equivalent to that of the applicable qualified, subordinate personnel.

(ii) Time spent by a principal of Contractor in an administrative or supervisory capacity will not be compensable.

(iii) Compensation, if any, set forth in Exhibit B will not be adjusted during the Term of this Agreement except as provided in this Subsection. Contractor may propose adjustments to hourly rates or other compensation or the addition of any new positions or classes of personnel annually by requesting such changes in writing at least 30 days in advance of the anniversary of the Effective Date. NTTA will approve, reject, or modify such request in writing within a reasonable time. Unless approved in writing by NTTA, no adjustment in hourly rates, other compensation, and/or any additional positions/classes of personnel will be made and/or charged to NTTA.

(iv) Travel expenses are reimbursable only to the extent expressly approved by NTTA in writing; approved travel and requests for travel reimbursements

G&S Rev’d 01/01/26 Page 4 must comply and be submitted in conformance with NTTA’s Travel Authorization and Expense Reimbursement Procedure.

Notwithstanding anything to the contrary contained or implied in this Agreement, all compensation billed to and payable by NTTA will be subject to the rate discounts and other benefits consistent with the most substantial discounts and benefits Contractor provides to comparable clients for services similar to those provided under this Agreement. Contractor will make available to NTTA for review, copying, and auditing throughout the Term and for three years after the expiration thereof all such books and records as may be necessary for NTTA or its representatives to determine compliance with this provision.

Contractor acknowledges and agrees that it is providing the Deliverables on a nonexclusive basis and that NTTA, at its option, may elect to have any of the Deliverables performed by other contractors or by NTTA’s staff.

INSURANCE; BOND REQUIREMENTS

Before beginning its performance under this Agreement, Contractor will, at Contractor’s own expense, comply with the terms of Exhibit C, including obtaining insurance coverage on the terms and in the amounts specified therein.

If during the Term there is an adverse change in Contractor’s financial condition or if NTTA reasonably determines that additional insurance coverage or coverage amounts are prudent in light of the risks associated with Contractor or its delivery of the Deliverables, Contractor will procure such additional insurance coverage as NTTA reasonably requires and is commercially available.

Before beginning its performance under this Agreement, Contractor will, at Contractor’s own expense, obtain any bond(s) required by NTTA or by statute in the form(s) attached as Exhibit F, unless otherwise approved by NTTA.

TERM; TERMINATION

The term of this Agreement (“Term”) will start on the Effective Date and, subject to earlier termination in accordance with this Agreement, will remain in effect for one (1) year.

Termination of this Agreement shall not relieve a Party from any obligations that expressly survive termination.

Contractor will begin work under this Agreement at the commencement of the Term. Any work undertaken or expenses incurred by Contractor before the commencement of the Term shall be at the sole risk and expense of Contractor. Contractor shall promptly begin work to provide the Deliverables in accordance with this Agreement and shall continue with all diligence required to comply with this Agreement, including, without limitation, any schedule or schedules pertaining to all or any portion of the Deliverables.

Notwithstanding any dispute that may arise between Contractor and NTTA related to this Agreement or otherwise, Contractor will at all times perform its obligations under this Agreement diligently and without delay in accordance with the requirements of this Agreement.

In addition to any other remedy set forth in this Agreement or otherwise available at law or in equity, NTTA may terminate this Agreement by written notice to Contractor at any

G&S Rev’d 01/01/26 Page 5 time, without prejudice to any other legal rights to which NTTA may be entitled, upon the occurrence of any one or more of the following (each, a “Default”):

(i) NTTA determines, in its sole judgment, that Contractor’s performance under this Agreement is unsatisfactory; or

(ii) Contractor defaults in the performance of any of the provisions of this Agreement; or

(iii) any representations or warranties made by Contractor to NTTA prove to be untrue or inaccurate in any material respect; or

(iv) Contractor files, or a third party files against Contractor, a petition in bankruptcy;

(v) NTTA determines, in its sole judgment, that termination is in NTTA’s best interest.

If a Default occurs under any of (d)(i) – (iv) above, NTTA will have the right to set off or otherwise recover any damages incurred by reason of Contractor’s Default, including, without limitation, any costs or expenses incurred by NTTA to engage another party to provide the Deliverables as required by this Agreement. NTTA’s right to terminate this Agreement will be in addition to, and not in lieu of, any and all rights, actions, options, and privileges otherwise available to NTTA as a consequence of said Default, whether arising at law or in equity, pursuant to this Agreement, or otherwise. Following a Default by Contractor, NTTA may withhold payment of any sums that Contractor claims are owed by NTTA pending determination of the amount of any setoff or damages available to or damages suffered by NTTA due to Contractor’s failure to satisfactorily perform under this Agreement, and Contractor will not alter, cease, or slow down its performance under this Agreement on account of NTTA’s withholding payment of any such disputed amount.

If NTTA terminates this Agreement pursuant to a Default under Section 4(d)(v) above, NTTA will compensate Contractor for all Deliverables provided and expenses reimbursable in accordance with this Agreement through the date of that termination; provided, however, that no consideration will be given to profit which Contractor might have anticipated receiving on the uncompleted portion of the Deliverables.

Termination of this Agreement for any reason will not relieve either Party from its obligation to perform up to the date of termination or to perform all obligations that survive termination. Contractor will not be entitled to any compensation for any work or services performed or provided after the termination date. If before the termination of this Agreement, NTTA makes payments attributable to periods after termination, Contractor will refund those payments to NTTA within 30 days of the termination date. Contractor will not be entitled to any compensation for any work performed or provided after the termination date. Nothing in this Subsection will limit the rights otherwise available to a Party arising from the breach of this Agreement.

INSPECTION OF BOOKS AND RECORDS

NTTA, its employees or agents, or any duly authorized representative of NTTA will have the right to inspect and examine the books and records (collectively, “Records”) of Contractor, in whatever

G&S Rev’d 01/01/26 Page 6 form said Records may be kept, at Contractor’s office for all lawful purposes, including but not limited to the following:

(a) examination;

(b) audit;

(c) investigation;

(d) contract administration;

(e) checking the salary costs and other expenses described and/or contemplated in this Agreement; or

(f) otherwise confirming compliance with the terms of this Agreement.

Records, for the purposes of this Section, include any and all authorization logs, transaction records, books, documents, and papers that are directly pertinent to the provision of the Deliverables. Contractor will maintain such Records, together with supporting or underlying documents and materials, for the duration of this Agreement and according to NTTA’s Records Retention Schedule after the completion of this Agreement, including any and all renewals or extensions thereof. The Records, together with the supporting or underlying documents and materials, will be made available upon request to NTTA, through its employees, agents, representatives, contractors, or other designees, during normal business hours. Contractor will provide such access in reasonable comfort and will provide any furnishings, equipment, or other conveniences deemed reasonably necessary to fulfill the purposes described in this Section.

NOTICES

All notices (each, a “Notice”) required to be given hereunder must be in writing and must be sent by hand delivery; certified mail, return receipt requested; or reputable overnight air courier, addressed as follows:

(a) If to NTTA by hand delivery or air courier:

North Texas Tollway Authority Attention: Director of Procurement 5900 W. Plano Parkway, Suite 100 Plano, Texas 75093

Copy to: General Counsel 5900 W. Plano Parkway, Suite 100 Plano, Texas 75093

(b) If to Contractor:

Attention: _____________________

G&S Rev’d 01/01/26 Page 7

If to NTTA by United States mail:

Attn: Director of Procurement P.O. Box 260729 Plano, Texas 75026

Copy to: General Counsel P.O. Box 260729 Plano, Texas 75026 or to such other address as a Party may provide to the other in writing delivered as stated above.

Notices transmitted in such manner will be deemed delivered upon the earliest of: (a) delivery at the applicable address, as indicated on a signed receipt (or if the recipient refuses to accept the Notice or the Notice cannot be delivered because of a change of address for which no proper Notice was given, at the time of the attempted delivery, as indicated in the records of the service that attempted to deliver the Notice), (b) three business days after the Notice was placed for delivery with the United States mail, or (c) one business day after the Notice was placed for same-day or overnight delivery with a reputable overnight air courier service, as applicable, with all fees paid and addressed as provided above.

COMPLIANCE WITH LAWS

Contractor warrants and covenants that it, its agents and subcontractors, and the employees of each of them will strictly comply with all laws, rules, regulations, orders, and decrees applicable to its performance of this Agreement, including, without limitation, workers’ compensation laws, anti-discrimination laws, environmental laws, minimum and maximum salary and wage statutes and regulations, prompt payment laws, overtime laws, health and safety statutes and codes, licensing laws and regulations, the Regional Tollway Authority Act, antitrust laws, and all amendments and modifications to any of the foregoing, if any. Contractor warrants and covenants that it has in place a policy that prohibits its employees from carrying weapons in its workplace.

During the Term, Contractor will maintain this policy and make any amendments necessary to its policy to clarify that for purposes of the Contractor’s policy, the “workplace” is defined to include any NTTA facility where Contractor’s employees provide services. Contractor warrants and covenants that whenever Contractor’s employees, agents, or subcontractors or the employees of Contractor’s agents or subcontractors are at an NTTA facility or worksite, all such agents, subcontractors, and employees will comply with the same rules, regulations, and standards of conduct that are applicable to NTTA employees at such NTTA facility or worksite. Contractor warrants and covenants that it has obtained and will maintain all required permits, licenses, registrations, and filings in connection with its performance of this Agreement. Upon NTTA’s request, Contractor will timely furnish NTTA’s general counsel with satisfactory proof of its compliance with these warranties and covenants.

REPRESENTATIONS, WARRANTIES, AND COVENANTS

Contractor represents and warrants that it is duly formed and qualified to do business under the laws of the State of Texas and that the individual or individuals executing this Agreement on its behalf are fully authorized to do so without the necessity of any additional action by its board of directors, officers, partners, owners, shareholders, members, or any other party.

Contractor further represents and warrants that each signatory is a fully authorized officer, G&S Rev’d 01/01/26 Page 8 partner, or representative, as applicable, of Contractor and has full and complete authority to execute this Agreement on behalf of Contractor. NTTA is relying upon the assurances provided in this Section when entering into this Agreement.

Contractor represents, warrants, and covenants to NTTA that (i) it has the full right, power, capacity, and legal authority to enter into and fully perform all obligations required of Contractor under this Agreement, (ii) the execution, delivery, and performance of this Agreement has been duly authorized by Contractor and does not and will not violate or cause a breach of any other agreement or obligation to which it is a party or by which it is bound, and (iii) no approval or other action by any third party is required in connection herewith.

(b) Contractor represents, warrants, and covenants that (i) it does not, and will not during the Term, boycott Israel in violation of Texas Government Code, Chapter 2271, (ii) it is not identified on any list of scrutinized companies or companies known to have interactions with a foreign terrorist organization as described in Texas Government Code, Chapter 2252, Subchapter F, (iii) it does not, and will not during the Term, have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association in violation of Texas Government Code, Chapter 2274, (iv) it does not, and will not during the Term, boycott energy companies in violation of Texas Government Code, Chapter 2274, and (v) it is not: (A) owned by, nor is the majority of the its stock or other ownership interests held or controlled by:

(1) individuals who are citizens of a "Prohibited Country" as defined below, or (ii) a company or other entity, including a governmental entity, that is owned or controlled by citizens of or directly controlled by the government of a Prohibited Country or (B) headquartered in a Prohibited Country. A "Prohibited Country" is defined as China, Iran, North Korea, Russia or any country that the governor, under Texas Government Code, Section 2274.0103, designates to be a threat to critical infrastructure.

Contractor warrants that the Deliverables will be provided consistent with the highest prevailing professional or industry standards applicable to the Deliverables that are allowed by law. NTTA agrees to report in writing any deficiencies in the Deliverables to Contractor within 60 days of NTTA’s discovery of such deficiency. NTTA will be entitled to the expeditious cure of any deficiencies in a manner least disruptive to the operation of NTTA’s business. If Contractor is unable to cure deficiencies in the Deliverables, NTTA will be entitled to recover the fees paid to Contractor and to recover any additional costs incurred by NTTA specific to curing deficiencies in the Deliverables. Nothing contained in this Section, nor any warranty claim asserted by NTTA under this Section, will be deemed to constitute an election of remedies by NTTA for a breach by Contractor under this Agreement; nor will making a claim under this Section limit or otherwise impair NTTA’s ability to pursue any and all remedies available under this Agreement or under applicable law for Contractor’s breach of this Agreement.

Upon NTTA’s request, Contractor will timely furnish NTTA’s general counsel with satisfactory proof of its compliance with these warranties, covenants, and representations.

Contractor’s liability for (i) any representation or warranty that proves to be false, inaccurate, or misleading, or (ii) any failure of Contractor to perform its obligations hereunder shall survive the expiration or earlier termination of this Contract.

NON-DISCRIMINATION; SMALL BUSINESS PROGRAM POLICY

NTTA is an equal opportunity employer. In conducting business with or on behalf of NTTA, Contractor will not discriminate against any person because of race, age, color, religion, sex, sexual orientation, gender identity, disability, ancestry, national origin, place of birth, or veteran

G&S Rev’d 01/01/26 Page 9 status. Contractor further acknowledges NTTA’s commitment to facilitate and assure the participation of small businesses in a manner that complies with applicable law, and Contractor agrees that it will use its best good faith efforts to assist NTTA in its fulfillment of such commitment.

To ensure that small businesses have the maximum practicable opportunity to participate in the awarding of NTTA contracts and related subcontracts, NTTA’s Board of Directors has adopted a Small Business Program Policy, which is incorporated by reference into this Agreement for all purposes and a copy of which will be provided upon request and is available on NTTA’s website under the Business Development and Opportunities Department (BDOD) page. The Business Development and Opportunities Department Contracting and Compliance Manual (CCM) outlines the procedures, provisions and compliance requirements to support and comply with NTTA’s Small Business Program Policy. Contractor approves and agrees to comply with the CCM, a copy of which is available upon request and on NTTA’s website under the BDOD page. Contractor will submit to NTTA a fully executed Subcontractor Plan Form for all subcontractors, which is attached to this Agreement as Exhibit D and incorporated into and made part of this Agreement for all purposes. In connection with any subletting, subcontracting, assignment, or transfer of its work or obligations hereunder, Contractor will serve in a role typically described as the prime contractor with respect to all Deliverables provided pursuant to this Agreement and will be responsible for ensuring the delivery all of the Deliverables of whatever kind provided pursuant to this Agreement and in compliance with the terms of this Agreement. Contractor will submit a monthly report of all subcontracting activities viaError! Hyperlink reference not valid. NTTA’s vendor compliance and management system. Contractor’s failure to make a good faith effort or to submit its reports in a timely manner may be subject to noncompliance enforcement as set forth in the Non- Compliance Enforcement section of the CCM.

OWNERSHIP OF INFORMATION

Notwithstanding any provision in this Agreement or in common law or statute to the contrary, all of the Deliverables, estimates, technical specifications, documents, designs, graphical representations, plans, useful techniques, drawings or renderings, sketches, reports, computer records, computer software and source code associated therewith, processes, data, discs, tapes, proposals, diagrams, charts, calculations, correspondence, memoranda, narratives, discoveries, inventions, trademarks, service marks, original works of authorship, and any portion thereof, created, compiled, or to be compiled by or on behalf of Contractor in providing the Deliverables, together with all materials and data furnished to Contractor by NTTA or that are created, directly or indirectly, in connection with Contractor’s work in providing the Deliverables (“Work Product”), will at all times be and remain the property of NTTA and will not be subject to any restriction or limitation on their further use by or on behalf of NTTA; and, if at any time demand be made by NTTA for any of the above materials, records, and documents, whether after expiration or termination of this Agreement or otherwise, such will be turned over to NTTA without delay. Contractor, at its sole cost and expense, will have the right to retain a copy of the above materials, records, and documents for its archives. If Contractor or one of its subcontractors desires later to use any of the Work Product generated or obtained by Contractor or any of its subcontractors in connection with the Deliverables, it must secure the prior written approval of NTTA. Contractor agrees that NTTA will own all right, title, and interest worldwide in and to the intellectual property associated with the Work Product including, without limitation, all patent rights, copyrights, trademark and service mark rights, trade secret rights, contract and licensing rights, and claims and causes of action with respect to any of the foregoing, whether now known or hereafter to become known and whether arising under U.S. or foreign intellectual property law.

To this end, all Work Product will be considered work made for hire for NTTA. If any of the Work Product may not, by operation of law or agreement, be considered work made by Contractor for hire for NTTA (or if ownership of all rights therein do not otherwise vest exclusively in NTTA https://www.ntta.org/procurement/business-development-opportunities-department-bdod

G&S Rev’d 01/01/26 Page 10 immediately), Contractor hereby automatically assigns, upon creation of such Work Product, the ownership thereof to NTTA. Contractor irrevocably relinquishes for the benefit of NTTA and its assigns any rights in the Work Product recognized by applicable law. NTTA will have the right to obtain and hold, in whatever name or capacity it selects, any U.S. (state and federal) and international copyright registrations, U.S. (state and federal) and international trademark and service mark registrations, and U.S. and international patents in the Work Product, along with any other applicable intellectual property protection in the Work Product available in the U.S. or internationally.

If for any reason the agreement of NTTA and Contractor set forth in Section 10(a) regarding the ownership of Work Product and other materials is determined to be…