HomeMy WebLinkAboutContract 61740CSC No. 61740
FORT WORTH
�CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement (" Agreement") is entered into by and between The Sewell Family of
Companies, Inc., ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of
precedence in which they are listed:
1.This Cooperative Purchase Agreement;
2.Exhibit A-Seller's Pricing Catalog;
3.Exhibit B -Cooperative Agency Contract (H-GAC VE05-24); and
4.Exhibit C -Conflict of Interest Questionnaire
Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B,
or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this
Agreement control.
City shall pay Vendor in accordance with the fee schedule in Exhibit A, including any future quotes, and
in accordance with the provisions of this Agreement. Total annual payment made under this non-exclusive
Agreement may be an amount up to Ten-Million Dollars and Zero Cents ($10,000,000.00). The Vendor
acknowledges that this is a non-exclusive agreement and there is no guarantee of any specific amount of purchase.
Further, Vendor recognizes that the amount stated above is the total amount of funds available, collectively, for
any Vendor that enters into an agreement with the City under the relevant M&C or cooperative agreement and
that once the full amount has been exhausted, whether individually or collectively, funds have therefore been
exhausted under this Agreement as well.
The Parties will engage in multiple transactions to purchase vehicles under this Agreement. For each
purchase made pursuant to this Agreement, Vendor must supply a quote for the subject vehicles and the quote
must conform with the then�current pricing under the underlying cooperative agreement. If the City accepts the
quote and places and order for the vehicle(s), that quote shall be considered an addendum to this agreement but is
not required to be filed in the City records. The Parties will maintain all quotes for the three-year Audit period
included herein.
The term of this Agreement is effective beginning on the date si gned by the Assistant City
Manager below CUEffective Date") and expires on April 30, 2025. The City shall be able to renew this agreement
for three (3) one-year renewal options by written agreement of the parties.
Vendor agrees that City shall, until the expiration of three (3) years after final payment under this
Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the
right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but
not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional
cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with
the provisions of this section. City shall give Vendor reasonable advance notice of intended audits.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have
been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2)
delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by
United States Mail, registered, return receipt requested, addressed as follows:
To CITY:
City of Fort Worth
Attn: Dana Burghdoff, Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
To VENDOR:
Sewell Family of Companies, Inc.
PO Box 3432
Odessa, TX 79760
With copy to Fort Worth City Attorney's Office at Facsimile: NIA
same address
The undersigned represents and warrants that he or she has the power and authority to execute this Agreement
and bind the respective Vendor.
CITY OF FORT WORTH:
By: Dana Burghdoff{Jul,2024 77 CDT)
Name: Dana Burghdoff
Title: Assistant City Manager
Date: Jul 23, 2024
APPROVAL RECOMMENDED:
By:
Name: Marilyn Marvin
Title: Interim Property Management
Director
ATTEST:
By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
Name: Ashley Kadva
Title: Purchasing Supervisor
APPROVED AS TO FORM AND LEGALITY:
By: Name: Jeremy Anato- Mensah
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 23-0450
ixhibit A
Attnehment A
T6e Sewell Femtly of Compenfey inc.
CarreutModd Caro� 5Wy aud Light D¢tp'horJo
Contraetl�o.: VEOS24
Msnnfaetursr Mode1 ItemDescr[pHun QiieredListPrice IIGACBny Newl{eqnested perceutageChangc
blseonat Ltst Priee
_ ��.�-:- Catc o � A-Cara _. ... _ .. . .. � ..�_
CHEVftOLET MALIB[7 4-door cloih iatcrior 1.SL'i5abo m' 6Q140 s Iit-faldia mar seat S 25 lOD 3.5 %
Catc� C�-Li tD Tmcl� _ --
6.6L VB gav rngine, laspeed mitnmatio transmissiaR 40r1Q/40 rhree-pACSengu spliF6wch
CI�VROLET SII.VL'RAQO 25E)0 W'P �t scat wiih coti�ved mffisst 3 52,595 3.5%
sWrage mdundeneat sIomge ([ockable), e[ofh iaterior, Rubbe[izad-vinyl Aoor covering, max
trailerin 22 50016s
6.6L VB ga9 engine,l6spccd awamatic �*++++���sion, 402p140 chcee-passengu split-6encb
CHEVROLET SII.VERADO 35(M WT fitmisea[ wiffi wveoed az�st S 53,845 3S%
sw[u e and underscat s oc[cable cloth mttaior itu6lwired- ' �ooceove[i�
Pord F250 6.BL VB C�as ' 3 56 6S0 3.5%
Fosd FZ50 6.7L VB Uiesel $ 65 830 3.5%
Ford F250 73L VB C�as S 62 665 3.5°h
Ford F350 73L V8 C�aq S 6 35 3.5°/.
Ford F350 6.7L VS Dicsel S 68 95 3S%
Ford F350 6.SL VS Gas S 57 870 3.5!
3.5%
354'0
35 %
� D - Vans _ ...
DODGS pROMASTER 1560 CARGO 3.fiLY6, 9 speed automatic tans�ti�sion, passsageracat included, cloth hucFetseats, [36 in
VANHIGFiRODF whcel6aae 5 47,095 3.5°/.
DODGE pRDMASTB$ 25(W CARGO 3.6L V6, 9 spesd awnmatic traesmirsion, passengcrscat included, c[olG 6ucEet seats,l3b in
VANHIGHitODF wLcclbasa S 48,925 �.S°/.
�0�$ PROMASTflA 35510 CARGO 3.6L V6, 9 spesd aummatic ��-��'soa, passeagu scat includcd, cloth buckel seals,136 in
VAN FIIGH ROQf wLedbase � 49,485 3.5°/.
RWD,148m wheelhazr, 51115d Hinged Reaz Door, 253-0cget OpeaSng, Medium Ccatet
FORI] T�N51T 250 CARGO YAN Cansale with integrated shifiec and dusl copholdc[s, Ymyl floor covering (Front onlY). Drivcr ,
HIGH RQOF aodFroat-paSseager Msnual Reclining Bucket Seats wilh Adjustable Headcest (Includes driver '� 51,l85 3.5/e
side eed assen cr-side inboud ocmr�est G061 81I COOdlh06111
RWA,148in wLeelbase, 50I50 Hmged Reac Door, 253-dcgce Opmiag, Medi� Ceater
FORD TRANSIT'350 Ck1RG0 VAN Coasole with integrated shifteraad dnal e¢pholdeas, V'myI IIoor eavvmg (Fmnt anlY). Drive[
HIGH ROaF andFron!-passrnger Manval ttecliaing $ueket Seats with Adju�fable Head�st (Iec[vdes drivet a SZ,435 33 %
side and agsea er-side in6oard arnuest front a'vcandiHanm
" B "-PoSice nae Veh€cles '
Ci�VROLET TA2i0E PPV 53L V8, 2WD,10 speed,auWmaSe ���++�;x�iaq AO12Q140 �L�espassmgc split-loldieg froet � 50,450 35 %
bwc5 aeat with reater fold�own azm vin f�aari�
CHEVADLEi TAHOE PPV 5.3L VB, 4WD, 10 speed-a�Anmatie �+�+�;�aioo, 40/20l4U tLxmpassmga split-CpSdieg fip¢t S 53,450 35 %
beach seat with cwter fa�ddowa arm res vin IIaorina
5.3L V8, ID speed-auWmatie ��+�R++t�ion, 40R0140 aplit-bmeh fio¢! seal with covered
CHFSVROLET S�.VERADOAPV ��s�O�e���°�� 5 48.12U 353:
stotage (loc3:aLle), 60140 folding �ea bmrh seat, Polico-zated Z7i� OA Road 9vspcnsion,
Qoorin 9 OaShs maz. tazZain aci
DO➢GE DU3iANGp PZIRSUI7' S.7I, VS Hemi AWD, fulldeagth Aaoc console wifh 2 cupholdcss, clo7h 6ucket seats w! reaz � q�190 3.5°/a
vin vin I aoor eov�e�
FORD �LOI�R POLICE 33L V6 hybrid, AWD, clpth finat srats!?.md Row Vinyl, 35l30135 Split Bench Seet, vinyl � 47,165 3.5%a
INTHRCEPYOR tlomm
FORD F150 AOLICB RJTERCEPTOR 3SL Vfi PcaBoost�4x4145" wl�etlbase, vinyl poor covaing, cloth fmnthear �y1 seatmg a 51,61D 3.SYo
UOC[1519T1 tl1Y@Saj1B IL7: 1ptdCC3V-GC.'IaY+C�1+ ftJo�-�ao��o�al+4oi. rxnlbit �
H-�AC
Hausfon-Galvesto� Arca Councit
PA. Bnx 2Z777 - 3�55 Timmons • Houston, Texas 77227-x777
Coonerative Agxeamei�t - Cantrnet - The Sewell �ainil,y of Compauies, Inc. - Public Services - TD: 122�J7 --
V'�05-2 �
MASTER GENERAL PROVISIONS
T�s Master Agreemant is made and entered intv, by and between the Houston-GaIveston Area Council
hereinafter referred to as H-GAC ha�ving its principa� place of busines5 at 3555 Timrrions Lane, Suite 120,
Houston, Texas 77027 and The SewelI Family of Companies, Inc., hereina;fter referred to as the Contractor,
ha�ing its princigal place af business at PO Box 3432, Odessa, TX 79760.
W ITNESSETH:
WHEREAS, H-GAC hereby engages the Contractar to perform certain services itt accordance witb the
speaifications of the Master Agreement; and
WF�EREAS, the Contractor has agreed to perform sucf� services in accordance with ihe specifications of the
Master Agreement;
NOW, THEREFOIZE, H GAC and the Conbractar do hereby agree as follows:
ARTICLE 1: LEGAL A[1THORITY
The Contractor warrants and assuxes H-GAC that it possesses adequate legal authority to enter into this Master
Agreement. The Contracto�'s governing body, where applicable, has authorized the signatory officiai(s} to enter
into this Master Agreement and bind the Can4ractor to the terms oithis Master Agreement and any subsequent
amendments hereta.
ARTiCLE 2: APPLICABLE LAWS
The Contractar agrees to conduct all acti�►ities under this Master Agreement in acoordance with all federal laws,
executive orders, policies, pzocedures, app2icable rules, regulations, directives, standards, ordinances, and 1aws, in
effect or pramulgatcd during the term of this Master Agreement, including without limitation, workers'
compensa�ion laws, minirnurn and maximum salary and wage statutes and regulatians, and licensing laws and
regulations. When required, tlae Contractor shall furnish H-GAC with satisfactory proof of its compIiance
therewith.
ARTiCLE 3: PUBLYC llVFORMATrON
Except as stated below, all materials submitted to H-GAC, including any attachments, appendices, or other
informatian submitted as a part ofa suhmission or Master Agreement, are cansidered public information, and
become the property of H-GAC upon submission and rnay be reprinted, published, or distributed in any manner by
H-GAC according to open records Iar�vs, requirements of tlze US Department of Labor and the State of Texas, and
H-GAC poIicies and procedures. In the event the Contractor wishes to claira portions of the response are not
subject to the Texas Public Information Act, it shall so; howener, the determination ofthe Texas Attornay General
as ko whether such inforcnation must be disclased upon a public request shail be binding on the Contractor. H-GAC
wilZ request such a determination only if Contractor bears all costs for prepararion of the submission. H-GAC is z�ot
responsible for the return of creative examples of work submi�ted. H-GAC v►�iil not be held aocountable if material
from submissions is obtained without the written consant q:F the cantractor by par[ies other than H-GAC, at any
time during the evaluafion process,
ARTLCLE 4: XNDEPENDENT C4NTRACTOR
The execu#ion of this Master Agreement and the rendering of setvices prescribed by this Master Agreement do not
change the independent status of H-GAC or the Conhactor, No provisian Qf this Master Agreement or act of H-
GAC in performaace of the Master Agreeinent shatl be construed as inaking the Cnntractor the agent, servant, or
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emgtayee of H-GAC, the State af T�xas, or the United States Government. Employees of the Contractor are
subject fo the exclusi�e control and supervision of the Contractor. The Coutractor is solely responsible for
emplayee relaked disputes and discrepancies, including empIoyee gayrolls and any claims aasing therefrom.
ARTICLE 5: ANTI-COMPETITiVE BEHAVIOR
Contractor will not collude, in any manner, os engage in any practice which may restrict or eIiminate compctitzon
or otheiwise restrain trade.
ARTICLE 6: SUSPENSION AND DEBARMENT
Debarment and Suspension (Execative Qrders 12549 and 12689) — A contract award (2 CFR 180.22Q) rnust noi be
made to parties listed on the government-wide exclusions in the System far Award Management (SAM}, in
accordasxce with the OMB guidelines at 2 CFR 180 ttrat implement Executive Orders 12549 (3 CFR Part I 966
Comp. p, I 89) and 12689 (3 CFR Part 1989 Comp. p. 235}, "Debarment and Suspension " SAM Exclusions
coutains �he names af parties debarred, susgended, or otherwis$ excluded by agencies, as well as parties declared
inetigible under statutory or regulatory auti�o�ity other than Executive Order 12549.
Pursuant to the Federal R�le above, Respondent certifies that neither it nor its principals are presen�ly debarred,
suspended, proposed far debarment, deciared ineligible, ar voluntarily excIuded from participation by any federal
department or agency or by the State of Texas and at aII times during ttie term of the Contract neither it nor its
principals wi1I be debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excFuded from
participation by any federal department or agency or by the State af Texas Responder�t shail immediately grovida
the written notice to H-GAC if at any time the Respondent learns that this certification was erroneous when
snbmit�ed ar has became erraneous by reason of changed circumstances. H-GAC may rely upon a certi�ication of
the Respondent that the Respondent is not debarred, suspended, ineligible, or volwatarily excluded from the
covered contract, unless the H-GAC knows the certification is erroneous.
ARTICLE 7: GOAL FOR CONTRACT_I_NG WITH SMALL AND MIN�RITY BUSINESSES. WOMEN'S
BUSINESS �NTERPRYSES. AND LABOR SURPLUS AREA FIRMS {pf subcontracts are to be let)
H-GAC's goaI is to assure that small and minority businesses, waman's business enterprises, and Iabor surpZus area
firms are used when possible in providing services under a contract. In accnrdance with federal proet�rements
requirements of 2 CFR §200.321, if snbcontracts are t� be let, the prizne contractor must take the affirrnative steps
listed beIow:
1. Placing c�ualified small and minority businesses and women's business enterprises on solicitation lists;
2. Assuring that small and minority businesses and women's business ente�rprises are solicited whene�er
they are patential sources;
3, Dividing tatal requirements, when economically feasible, into smaller task or quantities to permit
nnaxiznum participafion by smal( and minority businesses, and women's business enterprises;
4. Establishing delivery scheduIes, where tha requirement permits, which encourage participakion by small
and minority businesses, and women's business enterprises;
5. Using the services and assistance as appropriate, of such arganizations as the Smail Business
Administrat�on and the Minority Business DeveIopment Agency of the Departcnent oi Canarnerce.
6.
Nothing in this provision wii! be construed to require the utilizarion of any firm that is either unquali�et� or
unavailable. The Small Business Administration (SBA) is the primary reference and database for information on
requirements related to �ederal Subcontracting h s:/lwww.sba. ov/fedet�I-contractin contractin - idc/ rin�e-
subcontractin�
NOTE: The term DBE as used in this salicitation is understood to encompass all programs/business enterprises such
as: SmalI Disadvaniaged B�siness (SDS), Historically Underutilized Business (HUB), Minority Owned Business
Enterprise (MBE), Women Owned Business Enterprise (WBE) and Disabled Veteran Business Enterprise (DVBE}
or other designa�zon as issued by a certifying agency.
Co�tractor agrees to work with and assist HGACBuy customer in meeting any DBE targe#s and goals, as
may be required by any �ruies, processes, or programs they might have in place. Assistaace may include
compliance with reporting requirements, provisian of dacumentaiion, consideration of Cartitied/Listed
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subco�Eractors, provision pf documenfed evidence tha# an active participatory role for a DSE entity was
considered in a procurement i7ransacfion, ete. •
ARTICLE 8: SCOPE OF SERVICES
�'he s�rvices to be performed by the Contractor are ou�lined in an Attachment to this Master Agre�ment.
ARTICLE 9; PERFORMANCE PERIOD
This Master Agreement shall be performed during the pe�iod wi�ich begins May 01 2024 and ends Apr 30 2d28.
AIl services under this Master Agreement must be rendered within this performance geriod, unless directly
specified urider a wriften change or extensioa provisianed under Article 21, which shaIi be fuIly executed by both
parties to this Master Agreemerzt.
ARTICLE �0: PAYMEIVT OR F[INDING
Payment provisions under this Master Agreement are outlined in the Special Provisions. H-GAC will not gay for
any expenses incurred prior ta the execution date of a contract, or any expenses incurred after the iermination date
of the contrac�
ARTICLE l I: PAYMENT FOR WORK
The H-GAC GS�stomer is re5ponsible for maldng payment to the Contractor upon delivery and acceptance of the
goods or completion of the services and submissian of the suhsequEnt invoice.
ARTICLE 12; PAYMENT TERMSiPR��AYMENT/OUANTITY DYSCOUNTS
If discounts for accelerated payment, pre-payment, progress paymeat, or quantity discounts are offered, ihey must
be clearIy indicated in the Contractor's submission prior to con�ract award. The applicability or acceptance of these
terms is at the discretion ofthe G�stamer.
ARTICLE �3: REPORTC1�iG RE UIREMENTS
If the Coniractor fails to submit to H-GAC in a timely and satisfactory manner any report required by this Master
Agreement, or otherwise faiIs ta satisfactorily render performances hereunder, H-GAC may terminate this Master
Agreement with notice as identif�ed in Article 29 of these General Provisions_ H-GAC has final determination of
the adequacy af performance and reporting by Contractor. Termination of this Master Agreement for failure to
perform may affect Contractor's abiIity to participate in fulure opportunities with H-GAC. Th� Contractor's faiZure
to fimely submit any seport may also be considered cause for termination of this Master Agreement. Any additional
reporting requiremenis shall be set forth in the Special Provisions of this Master Agreement.
ARTYCLE 14: INSURANCE
Contractor shalI maintain insurance coverage for work per#'ormed ar services rendered under this Master
Agreement as outlined and defined in tke at#ached Special Provisions.
ARTICLE I5: SUBCONTRACTS AND ASSIGNMENTS
Except as may be set forth in the Special Provisions, the Contractar agreas not ta assign, trar�sfer, convay, sublet,
or otlterwise dispase of this Master Agreement or any right, title, obiigation, or interest it may have therein to any
third party without prior written approval of H-GAC. The Coni=actor acknowledges that H-GAC is not liable to
any subcontractar or assignee of the Conh-actor. The Contractor shail ensure that the performance rendered under
a1i subcontracts shall resu�t in compliance with aIl the terms and provisions of this Master Agreement as if the
performance rendered was rendered by the Contractor. Contractor shall give all sequired notices, and camgly with
all laws and regulatians applicable to furnishing and performance of the work. Except whcre otherwise expressly
required by applicable Iaw or re�tlation, H GAC shall not be responsible for monitoring Contractor's eompliance,
or that of Cantractor's suhcontractors, with any laws or regulations.
ARTICLE 16• AUDX'I'
Notwithsfanding a.ny other audit requirement, H-GAC reserves the right to conduct ar cause to be conducted an
independent sudit of any transaction under this Master A�reemenr, such audit may bc performed by thc H-f"rAC
Page 3 of 13
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lacal government audit staff, a certified public accountant fixm, or othcr auditors designated by H-GAC and vvill be
conduated in accordance with appiicable professional standaxds and practices. The Contractar understands and
agrees that the Contractor shall be liable to the H-GAC for any fsndings that result in monetary obligatiflns to H-
GAC.
ARTICLE 17: TAX EXEMPT STATUS
i�-GAC and Customer members are either units of government or qualified non-pro�t agencies, and are ge�erally
exempt from Federal and State sales, excise or use taxes. Respondent must not include taxes in its Response. It is
the responsibility of Contractor to determine the applicability of any taxes ta an arder and act accordingly.
Exemption certifscates wiit b� provided upon request.
ARTYCLE 18: EXAMINA�TION Ol� RECORDS
The Cos�tra�tor shall maintain during the course of the work complete and accurate record5 of all of the
Contractor's casts and docurnentation of items which are chargeable to H-GAC under this Master Agreement. H-
GAC, through its staff or designated pubiic accounting fiirm, the State af Te�cas, and United States Government,
sha�l have the right at any reasonable time to inspect, copy and a�zdit those records on or oif the premises by
auihorized representah�es of its own or any public accounting firm selected by H-GAC. The right of access ta
records is not limited to the required retention period, but shalI last as Iong as the recards are retained, Failure to
provide access to records may he cause for termination of the Master Agreement. The records to be th�s
maintained and retained by the Contractor shal� incIude (without limiiation); �l) p�rsonneI and payroll record5,
including social seciuity numbers and Iabar classifications, accounting Por total time distribution of the
Contractor's employees worldng fuIl ar part time on t�e work, as weil as cancelled payroIZ checics, signed receipts
for payroll payments in cash, or other evidence oi disbursement of payrolI payments; {2) in�oices for purchases,
receiving and issuing documents, and a1I other unit inventary records for the Contractor's stocks or capital items;
and (3} paid invoices and cancelled checks far materials purchased and for subcontractors' and any other third
garties' charges.
Contractor agees that H-GAC will have the right, with reasonable notice, to inspect rts recards pertaining to
purchase orders pracessed and the accuracy of the fees payahle to H-GAC. The Contractor fiuther agrees that the
examination ofrecords outlined in this article shall be included in all subcontraetor or third-pariy Master
Agreements.
ARTICL� 19: RETENTIUN OF RECORDS
The Contractor and its subcontractors shail maintain aIl records pertinent to this Master Agreernent, and aIl other
financial, statistical, property, participant records, and supporting documentation %r a per�od of no less than seven
('n year5 from the later of the date of accegtance of thc �i�al payment or unril all audit fmdings have been re5olved.
If any lirigatiun, cIaim, negotiation, audzt or other ac�ion involving the records has been started before the
expiratior� of the retention geriod, the records shalt be retained until completion of the action and resoIution of all
issues whioh arisa from it, or until the end of the seven {7} years, whichever is later, and until any outstanding
�itigation, audit, or claim has been fuIly resolved.
ARTICLE 20: DrSTRiBUTORS VENDORS RESELLERS
ContracEor agrees and aclrnowledges that any such designations of distributors, venaors, resellers or the Iike are for
the convenience of the Contractor only and the awarded Contractor wilI remain responszble and Iiable for all
obligatians urader the Contraci and the performance of any designated distributor, vendor, reseller, etc. Contractor
is also re5ponsible for receiving and gracessing any Customer purchase order in accordanca with the Contract and
forwaz�ing of the Ptuc�ase Order to the designated distributor, vendor, reseller, ete. to complete the sale ar service.
H-GAC reserves the right to reject any entity acting on the Contractor's behalf or refuse to add entities afEer a
conbract is awarded.
AATICLE ZI: CHANGE ORDERS AND AMENDMENTS
k'age 4 of 13
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A. Any alterat�ons, additions, or deletions to the terms af ihis Master Agreement, which are required by
changes in federaZ or state law or by regulations, are automahcal�y incorporated without written
amendment hercto, and shalI become effecrive on the date designated hy sn�h Iaw or by regulation.
B. To etssure the legaI and effective gerformance of this Master Agreement, both parties agcee that any
amendrnent that affect5 the performar�ce under Ehis Master Agreement must be mutuaIly agreed upan and
that alI such amendments must be in writing. After a period of no less than 30 days subsequent to written
notice, unless sooner implementation is required by Iaw, such amend�nents shall have the effect of
qualifying the terms flf this Master Agreement and shall be binding ugon tbe parties as if written herein.
C. Customers have the right to issue a change order to any purchase orders issued to the Contractor for the
puzposes of clarification or in�Iusion of additional specifications, qualifications, canditions, etc. The
obange order must be in vvriting and agreed upon by Contractor and the Cttstomer agency prior to issuance
of any Change Qrder. A copy of the Change Qrder must be provided by the Contractvr to, anr�
aoknowZedged by, H-GAC.
ARTTCLE 22: CONTRACT ITEM CHANGES
A. If a manufacturer discontinues a contracted item, that item will automatically be considered deleted from
the cantract with no penalty to Contractor, Hawever, H-GAC may at its sale discretian elect to make a
contract award to the next lowest Respondent for the item, or take any other action deemed by H-GAC, at
1t5 5010 dtscretion, ta be in ti�e best interests of its Customers.
B. If a manufacturer makes any kind of change in a contracted item whicb affecis the contract price,
Contracior must advise H-GAC of the detaiIs. H-GAC may aZIow ar reject the change at its sole discretian.
Iithe change is rejected, H-GAC will remove the item from its program and there wzll be no penalty to
Contractor. However, H- GAC may at its sale discretian eIect to make a contxact award ta the next lowest
Resgondent for the iteFn, or take any other action deemed by H-GAC, at its soIe discretion, to be in the best
interests af i�s Customers.
C. If a manufacturer makes any change in a contracied item which does not affect the cantract price,
Contractor shall advise H-GAC ofthe details. If the'new' item is equal to or better than the originaI�y
contracted item, the'new' item shalI he approved as a replacement. If the change is rejected H-GAC will
retnove ihe item from its program and there will be no penalty to Contractor. However, H GAC may at its
soIe discretion eiect to make a contract award to the next lowest Respandent for t%e item or may take any
other action deemed by H-GAC at its sole discretion, to be in the best interests of its Customers.
D. in the case of specif cally identif�ed catalogs or price sheets which have been contracted as base bid items
or as published options, routine pubI'sshed changes to products and gricing will be automatically
incorporated into tha contraat. However, Contractor must sti1l provide written norice and an explar�ation af
the changes to products and pricing. H-GAC wiIl zespond with written approvai.
ARTICLE 23: CONTRACT PRICE ADJ�USTMENTS
Price Decreases
If Contractor's Direct Cost decreases at any ti�ie during the full term of this award, Contractor must immediately
pass the decrease on to H-GAC and Iuwer its pcices by the amount of the decrease in Direct Cost. (Direct Cost
means Contractor's cost from the manttfactiuer oi any item or if Canfxaetor is the manufacturer, the cost of raw
materials required to manufacture the item, pIus costs of transportation frora manufacturer to Contractor and
Conitactor to H-GAC. Contractor must notify H-GAC af price decreases in the same way as for pric� inereases set
out below. The price decrease shall become effective upon H-GAC's receipt af Cnntractor's notice. If Contractor
routinely affers diseflunted cantxact pricing, H-GAC may request Contractar accept amended contract pricing
equivalent to tl�e routinely discounted pricing.
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Price Increase
Contraciors may request a price iancrease for iterns priced as Base Bid items and Pablished Options. T}�e annount of
any increase will not exceed actual documented increas� in Contractor's Direct Cost and wiil not exceed 10% af
the previous bid price, Considerations on the percentag� limit will be given if the price increase is thc result of
increased tarifF charges or ather govemmental actions, or other economic factors. Manufacturer pricelcontract
changes invoIving the 5ale of mfltor vehicIes will be considered and may be allowed during the entire contract
period subject to submission and verification of the proper documentation requ�red for a contract change as
referenced in this section.
Price Changes
Any permanent increase er decrease in affered pricing for a base contract itern or pub�ished aption is considered a
price change. Temporary increases in pricing by whatever name (e.g., `surcharge', `adjustrnent', `equalization
charge', `compliance charge', `recovery charge', etc.}, are also considered to be price changes.
�ox published cata�ogs and price sheets as part of an ki-GAC contracf, requests to amend the contract to reflect any
new published catalog or price sheet must be submitted whenever the manufacturer pu6lishes a new document.
The request must include ihe new catalog or price shee�. AIl Products shalt, at time vf sale, be eqt�ipged as required
under any then current appiicable locaI, state, and federal govemment requirements. If, during any confract,
changes are made to any government requirements which cause a manufacturer's costs of production tn increase,
Cor►tractor may increase pricing to the extent of Contractor's actual cost increase. The increase rnust be
substantiated with support dooumentatioa acceptable to H-GAC prior to taking effect. Modi�cations to a Product
required to eomgly with such requirements which become effec�i�e atter the t�ate of any saIe are the responsibility
vf the Customer.
Requesting Price Increase/Required Documentat�an
Contractor must submit a written overview of changes re�uested and reasons for the request, stating the amount of
the increase, along with an itemized Iist of any increased prices, showing the Contractor's current price, revised
price, the actual doilar difference and the percentage of tbe price increase by line item. Price change requests tnust
be supported with substanlive documentation (e.g., notices from suppliers and manufaclwers of priein� changes in
products, camponents, transportation, zaw mater�als or commadities, and/or product availabiIzty, copies of invaices
from suppliers, etc.) oIearly shawing that Con�actor's acEual costs have increased per the applicab�e line-item bid.
The Praducer Price Index (PP� may he used as partial justification, subject to approval by H-GAC, but no price
increase based solely an an increase in the PPi will be aIlowed. Tl�is documentation shouId �e snbmitted in Excel
format to facilitate anaIysis and ugdating of the website. The letter and daoumentation must be sent to L.ead
Program Coorciinator, �ames. lave h- c.com.
ReviewlApproval of �equests
if H-GAC approves the price increase, Contractor will be notified in writing; no price increase will be effective
unti� Contractor receives this notice. If H-GAC does nat approve Contractor's price increase, Contractor inay
terminate its perfot7mazace upon siacty {60} dxys advance written notice ta H-GAC, however Contractor must fulfill
any outstanding Purchase Orders. Ternunation oFperformance is Contractor's only remedy if H-GAC does nat
approve the price increase. H-GAC reserves the right to accept or reject any price change request.
ARTICLE 24: DELIVERIES AND SAIPPING TERMS
The Contraotar agrees to make deliveries only upon receipt of authorized Customer Purchase Order aclrnowledged
by H-GAC. Deiivery made without suc}� Purchase Order wiIl be at Contractor's risk and wili leave H-GAC the
option of canceling any contract awarded to the Contractor. The Contractor must seoure and deliver any item
wittkin five {5) warIang days, ar as a�reed to on any corresponding customer Purchase Order.
Shipping must be Freight On Board Destination to the delivery location designated on the Cusromer purchase
order. The Contractor will retain title and controI of all goods until delivery is completed aud t�e C�astomer has
accepted the delivery. All risk of transpartarion and alF re�ated charges aze the responsibiiity af the Cantractor. The
G�stomer will no�ify the Contrao#ar and H-GAC pramptIy of any damaged goods and will assist the Cantractor in
arranging for inspection. The Contractor must file alI ciaims for visible or eancealed damage. Unless otherwise
stated in the Master Agreement, deliveries must consist only of new and w�;used mexchandise.
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ARTYCLE 2S: RESTOCKING XCAANGES AND RETURNS
There will be no restocking charge to the Customer for retum or exchange oi any item purchased under the terms
of any award if the Customer wishes to return items purchased under an awarded coniract, the Contractor agrees
to exchange, these iterns for other items, with no additionaI charge incurred, Items must be returned to Coniractor
within thirty (30) days fram date of delivery. If there is a difference in price in the items exchanged, the Contractor
must notify H-GAC and in�oice Customer for increase price ar pro�ide the Customer with a cr�dit or refund for
any decrease in price per Gi�stomer's preference. On items retUrned, a aredit or cash refund wiII be issued by the
Coutractor to Customer. This retwr� and exchange option wiII extend for thixty (30} days foLIowing the ex�iration
of the term of tlze Contract. All items reiurned by the Customer must be unused and in the same merchantabl�
condition as when received. Itcros that are speciaf ordered may be returned only upan approvai of the Contractor.
ARTICLE 26: MANUALS
�ach product deFi�ered under contract to any G�stomer must be delivered with at least flne (1) copy of a safety and
operating manua( and any other teehnieal or maintenance manuaI, The cost of the manuaI(�) rnust be ineluc�ed in
the grice for the Product affered.
ARTICLE 27: OUT QF STOC`K PRUDUCT RECALLS AND DISCOriITINCIED PRODUCTS
H-GrAC does NOT purchase the products sold pursuant ta a Salicitatian or Master Agreement. Contracior is
responsible for ensuring that notices and mailings, such as Out of Stock ar Disconrinued Notices, Safety AIeres,
Safety RecaiI Notices, and customer surveys, are sent directIy to the G�stomer with a capy sent to H-GAC.
Customer wi1X have the option of accepting any equival�nt product or canceling the item from Custprner's
Purchase Order. Contractor is not authorized to maka subsiitutions without prior agproval.
ARTICLE 28: WARRANTIES SALES AND SERVICE
Warranties musY be the manufacturer's standazd and incIusive of any other warranty requirements stated in the
Masier Agreement; any warranties offered by a deaIer wiIl be in additian to the manufacturer's standard warranty
and wiII not be a substitute for such. Pricing for any product must be inclusive of the standard warran�+.
Contractor is responsible far the execution and effectiveness of aFE product warranty requests and any c�aims,
Connactar agrees to respond directly to correct warranty claims and to ensure recanciliation of wamanty cIaims
that have been assigned to a third party,
ARTICLE 29: TERMTNATION PROCEDi1RE5
The Contractor acl�awledges that this Master Agreement may be terminated for Convenience ar Default,
H-GAC will not pay %r any expenses incutred after the termination date of the contract,
A. Convef�ience
H-GAC may terminate this Master Agreement at any time, in whole or in part, vvith or without cause,
whenever H-GAC detezmines that for any reason such termination is in the best interest of H-GAC, by
pro�viding written notice by certif�ed mail to the Contractor. Upon receipt oinotice of termination, alI
services hereunder of the Contractor and its empIoyees and subconhactors shall cease to the extent
speci�ied in the notice of termination.
The Contractor may cance� or terminate this Master Agreement upan submission of thirty (30} days
wt�itten notice, presented to H-GAC via certified mail. The Contractor may not gi�e notice oi canceIIarion
at�er it has received notice of default from H-GAC,
B. Default
H-GAC may, by written notice of default to the Contractor, terminate tha whole ar any part of the Master
Agreement, in any one of the %IIowing circumstances:
(I} If the Contractor fails to perform the services herein specified vvithin the time specified herein or any
extension thereof; qr
{2) If the Contractor faiIs to perform any nf the other provisions of this Master Agreement for any reason
whatsoever, or so faiIs to make progress or otherwise vioIates the MasEer Agreernents that campletion
of services herein spe�ified within the Master Agreement term is signi�scaatly endangered, and in
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either of these two instances does not cure such faiIure within a period oFten (10) days (ar such langer
period of time as may be authorized by H-GAC in writing) after receiving written notice by certified
mai3 of default from H-GAC.
(3) In the event of such terminarion, Confractor will notify H-GAC of any outstanding Puirchase Orders and
H-GAC will consult with the End User and notify the Contractor to what extent the End User wishes fhe
Contractor ta complete the Purchase Order. If Conh�actor is unable to do so, Contractor may be subject tn
a claim for damages from H-GAC andlor the End User.
A,RTICLE 30: �EVERABiLITY
H-GAC and Contraotor agree that shat�ld any provision af this MaSter Agreement be deterrnined to be invaiid ar
unenforceable, such determinario� shall nat affect any othar terrn of this Master Agreement, which shalI continue
in fuli force and effect.
ARTICLE 31: FORCE MAJEURE
Ta the extent t�at either party to this Master Agreement shaI2 be wholly or partially prevented from t}xe
perfarmance of any obligation or duty placed an such parry by reason of or through strikes, stoppage of labor, riot,
f�re, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause reasanably bey�nd
the party's cantroI and not attributable ta i�s neglect or nonfeasance, in such event, the time for the performance of
st�ch obligation or duty shall be suspenc{ed until such disak�ility to perform is remo�ed. Determination of farce
majeure shall rest solelywith H-GAC.
ARTICLE 32: CONFLICT OF INTEREST
Na off�cer, member or e�npioyee of the Contractor or Contractors suhcantractor, no mamber of the go�verning body
of the Contractor, and no other public officials of the Contractar who exercise any functions or resgonsibilities in
the review or Contractor approvaI of this Master Agreement, shall participate in any decssion relating to this
Master Agreement which affects his nr her personal interest, or shaII have any personal or pecuniary interest, direct
or indirecf, in this Master Agreement.
A. Confliet of Interest Quest�onnaire: Chapter 176 of the Texas Lacal Gavernment Code requires contractors
contracting ar seeking to coniaract with H-GAC ta file a cQnflict-af interest questionnaire (CIQ) if they have
an employment ar other business relationship with an H-GAC offcer or an officer's clase farnily member.
The ret�uired c�uestionnaire and instructions are Iocated on the H-GAC website or at the Texas Ethics
Commission website h s://www.ethics.state,tx.uslforms/CI . df. H-GAC offieers include its Board o�
Directors anc� Executive Director, wha are listed on this website. Respondent mvst complete and file a CIQ
with the Texas Ethics Commission if an employment or business relationship with H-GAC ofitce or an
officer's close family member as defined in the law exists.
B. Ceriificatc of Interested Parhes �orm —�orm 1295: As required by Section 2252.90$ of the Texas
Governmeni Code. H-GAC will not enter a Contract with Contractor unless (i} the Contractor submits a
disclosure of interested parties fassn to H-GAC at the time the Contractor submit5 tha contract H-GAC, ar
(ii} the Cantractor is exempt from such requirement. The required form and instnictions are located at the
Texas �thics Commission website h�ps:/Iwww.ethics.state.tx.uslwhatsnewlelf info formI295.htm.
Respondents who are awarded a Contract must submit their Form 1295 with the szgn.ed Contract to H-GAC.
ARTiCLE 33: FEDERAL COMPL�ANCE
Contractor agrees ta comply wiih all federal statutes relating to nondisorimination, labor standards, and
anvironmental compliance. With regards to "Rights to In�entions Made'Clnder a Contract ar Master Agreement,"
If the Federal award �eests the definition of "fundir�g Master Agreement" under 37 CFR § 4D 1.2 (a} and the
recipzent or subcecipient wishes to enter into a coatract with a small business firm or nonprofit organization
regarding #he substitution of parties, assignment or performance of exgerimental, developmental, or research work
under that "funding Master Agreement," the recipient nr subrecipient must comply with the requirements of 37
CFR Part 441, "Rights to Inventions Made byNonprofit Organizations and 5ma11 Business Firms Z7nder
Government Grants, Contracts and Cooperative Master Agreements," and any implementing regulations issued by
the awarding agency. Contractar agrees to be wholly camgliant with the provisions of 2 CFR 200, Apgendix II.
Additionally, for work to !�e performed under the Master Agreement or subcantract thereof, ineIuding procurement
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of matetia2s or Ieases of equipment, Conh-actvr shalI no#ify each patential subcontractor or suppiier of the
Contractor's federal compliance obligations. These may include, hut are not limited to: {a) Title VI of the Civil
Rights Act of 19b4 {P.L. 88-352) which prohibits discrimination on the basis of xace, color or nationa2 origin; {b}
Title IX af the Educa�ion Amendments af 1472, as amended {20 U.S.C. §§ 1681-1683, and 1685-1686), whioh
prohibits discriminatian on the basis of sex; (c) the Fair Labar Standards Act of 193$ (29 U5C 676 et, seq.), (d}
Section 504 of the Rehabiiitation Act of 1973, as amended {29 U.S.C. § 794), which psohibits discrimination on
the basis of hauidicaps and the Arnericans with Disabi3ities Act of 1940; (e} the Age Discrimination in Employment
Act of 1967 (29 U5C 621 et, seq.) and the Agc Discrisnination Act of 1974, as amended (42 U.S.C. §§ 6101-61d7),
which prohibits discrimination on the i�asis of age; (�j the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-
255}, as amended, relating to nondisorimination on the basis of dnig abuse; (g) the Camprehensive AIcohol Abuse
and AlcahaFisin Prevention, Treatment and Rehabilitation Act of I974 (P.L, 91-61fi�, as amended, relating ta the
nondiscrimination on the basis of alcohol abase or aleoholism; {h) §§ 523 and 527 of the P�tbIic Health Service Act
of I912 (42 U.S.C. 290 dd-3 and 290 ee-3), as amencied, relating to confidentiality af alcohol and drug abuse
gatient records; (i) Title VIII of the Civil Rights Act of 1968 (42 LT.S.C. § 3b01 et seq.), as amended, reiating ko
nondiscrimination in the sale, reataI or financing of ha�zsing; (j) any other nondiscrimination provisions in any
specif�c statute(s) applicable to any Federal funding for this Master A�reernent; (k} th� requiraments of any other
nondiscrimination statute(s) which may apply to this Master Agreement; (1) applicabfe provisions of the Clean Air
Aet {42 U.S.C. §7401 et seq.), the Federal Water Poltution Control Aat, as amended {33 U.S.C. §125I et seq.},
Section 508 of ihe Clean Water Act (33 U.S.C. I36$), Exeouti�e Order 11738, and the Environmental Pmtection
Agency regulations at 44 CPR Part I5; (m) appIicable provisions of the Davis- Bacon Act {40 U.S.C. 276a - 276a-
7}, the Copeland Act (4(} U.S,C. 276c), and the Contract Wark Haurs and Safety Standards Act {40 U.S.C. 327-
332}, as set %sth in Department of i,ahor Regulations at 2Q CPR S.Sa; (n) the mandatnry standards and policies
relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with
the Energy Poticy and Conservarion Act (P.L. 94-153}.
ARTICLE 34: PR�HIBIT�ON ON CONTRACTING WITH E1�ITITiES USING CERTAIN
TELECOMMUNICATxONS AND VIDEO SURVEILLANCE EOiJIPMENT (EFFECTIVE AY1G. �3, 2020
AND AS AMENDED OCT4BER 26, 2020)
Pursuant to 2 CFR 20Q.216, Contractor shail not offer eqaipmeat, services, or system that use covered
telecommunications equipment or services as a substantial or essential component oFany system, ar as critical
technoIogy as gart of any system. Covered telecommunications equipment or sen►ices means 1)
teieaommunications eqaigment produced by Huawei Technologies Company or ZTE Corporatian (or any
subsidiary or affxliate o� such entities); 2) for the purpose of gublic safety, security of government faciliries,
physical security surveillance of critical infrastrncture, and other narianal security purpo5es, video surveiIIance and
telecomrnunications equipment prodaced by Hytera Communicatians Corporation, Hangzhou Hikvision Digitai
Tec�nol�gy Company, or Dahua Technolo�ry Company (or any subsidiary or affiliate vf such entities); 3}
teIecommunications or video surveillance services provided by such entities or using such eyuipment; or 4)
telecommunications or video surveil]ance equipment or services produced or provided by an entity that the
Secretary af Defense, in cansultation with the Director aiNational Intelligence or the Director of the Federal
Bureau of Investigation, reasonably betieves to he an entity owsied or controlled by, or dtherwise cannected to, the
govemment of a cotrered foreign country. Respondent must compIy with requirernents for certif�cations. The
provision at 48 C.F.R Section 52.204-26 requires that offerors review SAM prior to campleting their required
representati�ns. This rule applies to a�l acqaisitions, including acquisitians at or beIow the simplified acquisition
threshald and to acquisitions of commercia! items, incIuding commercially a�ailable off the-shelf items.
ARTICLE 35: DOMEST�C �REFERENCE
In accordance with 2 CFR 200.322, as approgriate and to the extent consistent with Iaw, when using federal grant
award funds H-GAC should, to the greatest extent practicable, provide a preference for the purchase, acquisitioz�,
or use of goods, products, or materials produced in the United States {inctuding but not limited tv iron, aiuminum,
steel, cement, and other manniactured products). H-GAC must include this requ'vement in alI subawards inciuding
all cantracts and purchase orders for work or graducts under the federal grant award. If Contractar intends to
yualify for Purchase Orders using federaI grant maney, then it shall work with H-GAC to provide aII required
eertifteations and other documentation needed to show camplianee.
ART�CLE 36: CRIMINAL PROVISIONS AND SANCTIONS
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The Contractor agrees ta perform the Master Agreement in canformance with safeguards against fraud and abase
as set forth by the H-GAC, the State of Texas, and the acts and regulations of any reiated state or federai agency.
The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud, abuse, or othec crtminal activity
through the filing of a wriften report within twenty-%ur (24) hours of knowledge thereo£ Contractor shall notify
H-GAC of any accident or incident requiring medical attentio� arising from its activities under fhis Master
Agreement within twenty four (24) hours oisuch occurrence, Theft or wiIIful damage to property an loan to the
Con�ractor from H-GAC, if any, shali be reported to local law enforcerraent ageneies and H-GAC within h�►o (2)
hours of discovery o#'any such act.
The Contractor fiuther agrees to cooperate fully with H-GAC, IocaI law enforcernant agencies, the State of Taxas,
#he �ederal Bureau of In�vestigation, and any oti�er duly authorized investigati�e unit, in camying out a full
in�estigation of ail such incidents_
The Contractor shall natify H-GAC of the threat of lawsuit or of any actual suit ft�ed against the Contxactor
pertaining to this Master Agreement or which wouId adverseiy affect the Contractor's ability to perform services
under this Mastcr Agreement.
ARTICLE 37: TNDEMNiFICATION AND RECOVERY
H-GAC's liability under this Master Agreeznent, whether for breach of contract, warranty, negligence, strict
lzability, in tort or atherwis�, is limited to its order processing charge. In na event will H-GAC be liable for any
loss of use, Ioss of time, inconvenience, commercial loss, lost profits, or sav�ings or other ineidentai, speeial ar
consequential damages ta the full extent such use may b� disclaimed by law, Contractor agrees, #o the extent
permitted by law, tp defend and hold harmless H-GAG, its board members, offioers, agents, offtcials, employees,
and indemnifies from any and all claims, cnsts, expenses {including reasonable attomey fees), actions, causes of
action, judgements, and liens arising as a resuli of Contracior's negIigent aci or omission under this Master
Agreement. Contractor shall uotify H-GAC of the threat of Iawsuit or of an� actual suit fiied against Contractor
relating to this Master Agreement.
ARTrCLE 38: LIMITATION OF CONTRACTOR'S LTABILITY
Except as specified in any segarate writing between the Contractor and an END i1SER, Contractor's totaI liability
under this Master Agreement, whether for breach of contract, warranty, neg]igence, sfict liability, in tort or
atherwise, but excluding its obligation to indemnify H-GAC, is limited to the price of the particular
products/services sold hereunder, and Contractor agrees eiEher to refund the purchase price ar to z'epair ar replace
produot(s) that are not as warranted. In no event will Contractor }�e liable for any loss of use, lass of time,
inconvenience, cammercial loss, loss of prof�ts or savings or other incidenial, special or consequential damages to
the full extent such use may be disclaimed by law. Contractor understands and agrees that it slsall be Iiable to repay
and shaii repay ugon demand to END YTSER any amounts determined by H-GAC, its independent auditors, or any
agency of Stafe or Federal government to have beeu paid in vioiation of the ierms of this Master Agreement.
ARTICLE 39: TITLES NOT RESTRICTNE
The titles assigned to t�e various Articles of this Master Agreement are for convenience Qnly. Titles shali not be
considered resErictive of tha subject matter of any Article, or part of this Master Agreement,
ARTiCLE 40: JOINT WORK PRODUCT
This Master Agreement is the joint work product of H-GAC and the Contractor. This Master Agreement has been
negotiated by H-GAC and the Cantractor and their respective counsel and shall be fairly interpreted in aceordance
with its terms and, in the event of any ambiguities, no inferences shaII be dravtm against any party,
AATICLE 4I: PROCUR�MENT OF RECOVERED MATERIAL
H-GAC and the Respon�ent must compIy with section 6002 of the Solid Waste Disposal Act, as arnended by the
Resourc� Conservation and Recovery Act. The requiremer�ts of Sectian 60a2 include: (1) prpcurin�g only items
designated ia guidelines of the En�ironmental Pratection Agency (EPA) at 40 CFR part 247 that contain the
iiighest percentage of recov�red materials practicable, consisient with maintaining a satisfactory Ievel of
competition, where the purchase priee of the item exceeds $10,040 or the �alue of the quantity acquired during the
preceding �scal year exceeded $1Q,OOa; {2) procuring solid waste management services in a manner that
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maximizes energy and resource reco�ery; and (3) establishing an affirmative proaurement program for
procurement of reco�ered materials identified in the EPA guidelines. Pursuant to the Federal Rule above, as
required by the Resource Conservation and Recovery Act of 197b (42 U.S.C. § 6962{c)(3){A)(i}), Respondent
certifies that the percentage of reco�ered materiais cantent for EPA-designated items to be delivered or used in th�
performance of the Contract wiII be at least the amount required by the applicable contract specificadons or ather
contractual requirements.
ARITCLE a2: CQPELAND i6ANTI-KICKBACK" ACT
Con�ractar shaIl compiy with 18 U.S.C. § 874, 40 U.S.C. § 3I45, and the requirements of 29 C.F,R pt. 3 as rnay be
applicable, u►hich are incorporated by reference into the contrae�. The contraetor or subcontraetor shall insert in
any subcontracts the cIause above and such other clauses as appropriate agency instructions rec}uire, and also a
clause reyuiring the subcontractors to incIude these clauses in any lower fier subcontracts. The prime contractor
shall be responsible for the comgliance by any s�bconlxactor or lower tier subcontractor with aIl of these contract
clauses. A breach of the contract clauses above may be grounds for termination of ihe Cantract, and far debarment
as a contractor and subcontractor as provided in 29 C.�'.R. § 5.12.
ARTICLE 43: DISCRIMINATION
Respondent and any potential subaantraciors shall compIy with a11 Federal staiute5 relating to nondi5crimination.
These ineIude, but are not limited to:
a) TitIe VI of the Civi1 Rights Act of 1964 (P.L. 88-352}, which prohzbits discrimination on the basis of
race, color, ar national arigin;
b) Title IX of the Educarion Amendments nf 1972, as amended {2U U.S.C. §§1681-1683, and 16$5-1686},
whicla prohibits discriminatian on Yhe basis of sex;
c) SecEion 504 ofthe RehabiIitation Act of 1973, as amended (29 U.S.C. §794), whicl� prohibits
discrimination on the basis of handicaps;
d} The Age Discrimination Act of 1475, as amended (42 U.S.C. §§5101- 5107), which grohibits
discrimination on the basis of age;
e) The Drag Abuse Office and Treatment Act of 1972 {P,L. 92-255}, as amended, relating to
nondiscrimination an the basis of dr�g abuse;
� The Cnmprehensive Alcohol Abuse and Alcoholism Pre�vention, Treatme�t and Rehabilitation Act of
1970 (I'.L. 91-616}, as amended, relating to nondiscriminatian on the basis of alcohol abuse or
alcoholism;
g) Sections 523 and 527 ofthe Public HeaIth Service Act of i912 (�2 U.$.C. §§29Q dd-3 and 290 ee-3), as
amended, zelating to co�dentiality of alcohol and drug abuse patient records;
h} Title VIII of the Civil Rights Act of 196$ (42 U.S.C. §§3fi4I et seq.), as amended, relating ta
nondiscriminatian in the sale, rentai, or financing of hausing;
i) Any other nondiscrimination proviszons in the specif�c statute(s) under which applicatian for Federal
assistance is being made; and
j) The requirements of any other nondiscr�mination statute(s} that may apply io the appiication.
ARTICLE 44: DRUG FREE WORKPLACE
Contractor must provide a drug-free workpIace in accordance with the Drug-Free Workplace Act, as applicable.
For the purposes af this Section, "drug-free" means a worksite at which employees are prahibited from engaging in
the unlawhtl manufacture, distribution, dispcnsation, possession, or use of a controlled substance. H-GAC may
request a copy of this policy.
Pa�e 11 af 13
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ARTICLE 45: APPLICABILTTY TO SUBCONTRACTORS
Respondent agrees that atZ contracts it awards pursuant to the contract awarded as a result of this Master
Agreement wiil be �ound by the foregoing terms and conditions.
ARTTCLE 46: WARRANTY AND COPYR[GHT
Submissions must include alj warranty information, inc2ading items cavered, items excluded, duration, and
renewabiIity, Submissions must inoIude proof of Iicensing if using third party code far programming.
ARTICLE 47: DATA HANDLING AND SECURITY
It wi11 always be the responsibility of the se2ected Contractor to manage data transfer and to secure al! data
approgriately during the project to prevent unauthorized access to alI data, prod�cts, and deIiverables.
ARTiCLE 4$: DISPLiTES
All disputes concerning questions of fact or of law arising under this Master Agreement, which are not acidressed
within the Whole Master Agreement as de�ned pursuant to Article 4 hereaf, shaII be decided by the Executi�e
Director of H-GAC or his designee, who shatI reduce his decision to writing and pro�ide notiee thereof to the
Contraotor. The decision of the Execu#�ve Director or his designee shall be f�naI and conclusi�e unless, within
thirty (30) days from the date of receipt of such notice, the Contractar requests a rehearing from the Executive
Director of H-GAC. Tn connection with any rehearing under this Article, the Contractor shall be afforded an
opportunity to be heard and offer evidence in snpport of its pasition. The decision of the Executi�e Director after
any sucb rehearing shall be f naI and conclusive. The Contractor may, if it eiects to do so, appeal the final and
conc�usive decision of the Executive Di�ector to a court of competent jurzsdiction. Pending final decision of a
dispute hereunder, the Contractor shaII proceed dilig�ntly with the performance af the Master Agreernent and in
accordance with H-GAC's �nal decision.
ARTICLE 49: CFIOICE OF LAW: VENUE
This Master Agreement shaIl be govemed by the laws of the State of Texas. Venue and jurisdictian of any suit or
cause of aciion atising under or in connectian with the Master Agreement shall lie exclusively in Harris County,
Texas. Disputes between END USER and Contraetor are to be resol�ed in accordance with the law and venue rules
of the state of purchase. Contractor shall imme�iateIy notify H-GAC of such dispaEes.
ARTiCLE 50: ORbER OF PRIORITY
In the case of any conflict b�tweett or within this Master Agreement, the following order of priozity shall be
utilized: 1) General Provisions, 2) Special Frovisions, 3) Scope of Work, and 4) 4ther Attachments.
ARTICLE 5I : WHQLE MASTER AGREEMENT
Please nate, #hes is an H-GAC Mas#er Agreemeat tcmplata aud is used for aII protiucts aud, setwices offered
in H GAC Cooperative Purchasing. Any redlines to this Master Agreement may nat be reviawed. Yf'this
Masfer Agreement has not baen signed by the CantracEor wifhin 30 calendar days, th�s 1Vlasfer Agreement
tivi� be automatically voideri. Tl�e Master Genera� Pro�isions, Master Special Provisions, and Attachments, as
provided herein, constitute ihe complete Master Agreement between the parties hereto, and supersede any and aiI
oral and written Master Agreements between the parties xelating to matters herein. F�ccept as otherwise protrided
herain, this Master Agreement cannot be modified withaut written cpnsent af the parties.
ARTICLE 52: UNNERSAL IDENTIFIER AND SYSTEM FOR AWARD MANAGEMENT SA
Tn accordancc wiih 2 CFR Title 2, Subtitle A, Chapter I, Part 25 as it app�ies to a Federal awarding agency's grants,
cooperative agreemeuts, loans, and other types of Federal financial assistance as defined in 2 CFR 25.40b.
Contxactor understands and as it relates to 2 CFR 25.2Q5(a), a Federal awarding agency may nat tztake a Federal
award or �uancial madification to an exisfing Fed�ral award to an applicant or recipient untii the entity has
complied with the requirements desoribed in 2 CFR 25.200 to pro�ide a �alid unique entity identifier and maintain
an active SAM registration (_www.SAM.�,} with current information (other than any requirement ttiat is not
applicable because the earity is exempted under § 25.1 IO}. 2 CFR 25.200{b) requires that registration in the SAM
prior ta submitEing an appiitatipn or p�an; and mainfain an active SAM registration with current infozxnation,
including inforrnation on a recipient's immediate and highest level owner and subsidiaries, as weil as on aII
predecessozs that have been awarded a Federal contract or �ant within the last three years, if applicable, at all
Page 12 of 13
1�ocllS�gn tnvetape �u: rtse'satsu-c�l�a���c.-f+aoa-000u�o�au4e�.
rimes during wkuch it has ari active �ederal award ar an application or plan under consideration by a Federal
awarding agency; and provide its unique entity identifier ia each application or pIan it submits to the Federal
awarding agency. To remain registered in the SAM database after the initiai registratian, the appIicant is required
to review and update i�s information in the 5AM database on an annual basis from the date oi initial registra�ion or
subsequent updates to ensure it is cwrrent, accurate and comp�ete. At the time a Federal awarding agenoy is ready
to make a Federal award, if the intended recipient has nat camplied with an applicable requiremer�t to pra�ide a
unique entity identifier or maintain an acrive SAM re�istration with cuaent information, the Federal awarding
agency: (1) May determine that the applicant is not quali�ieci to receive a�'edera! award; and (2) May use that
determination as a basis for rnaking a Federal award to another applicant.
ARTICLE 53: PROCIIREMENT OF RECOVERED MATERIALS
In accordance with 2 CFR 200.323, the Hauston-Galveston Area CounciI and the Contractor or Subrecipient must
comply with section 60�2 of the Solid Waste Disposal Act, as amended by the Resource Conservation and
Recovery Act. The requirements of Section 6002 include: (1) procuring onIy items designated in guidelines of the
Emrironmental Protection Agency (EPA) at 40 C�R part 247 that contazn the highest percentage of recovered
materials practicable, consistent with maintaining a satisfactory le�el of competition, where the purchase price of
the item.exceeds $1 Q,DOU or the value of the quantity acquired during the preceding f�scai year exceeded $14,000;
(2} procuring solid waste management services in a manner that maximizes energy and resource recavery; and (3)
establishing an affirma#ive procurement program for procuretnent of reco�ered materials identified in the EPA
guidelines. Pursuant to the Federal RuIe above, as required by the Resonrce Conservation and Recovery Act of
1976 (42 U.S.C. § 6962(c)(3)(A)(i)), the Contractor or Subrecipient certifies that the percentage of recovered
materials content for EPA-designated items to be delivered or used in the perfarrnauce of the Agreement will be at
least tla,s amount required hy the applicable contraot specif�carions or other contract�xal requirements.
SIGNATUR�S:
H-GAC and the Contractor have read, agreed, and executed ihe whole Master Agreement as of the date first
written 3bove, as accepted by:
The Sewell Family qf Companies, Inc.
Uocu5lgnee Ey:
Signature[bSt, �l.�,ll�.�.v�j
P4671 F588CA647�...
Name Jose Mendez
Title CFO
Date
4/1OJ2024
H GAC
Oow5lgned 6y:
5ignaturc� v��
szeozraa5oo�az3...
Name Chuck Wemp�e
Title Exeoutive Director
Date 4/Z7/2Q24
Paga 13 of 13
Exhibit C- Conf[ict of Interest Questionnaire
CONFLrCT OF INTEREST QUESTIONNA�RE FORM CIQ
�vr vendor doir�g business with local gor�ernmental en#ity
This quesi�onnaire reilecks changes made to ihe 1aw by H.B. 23, 84th Leg., Reguiar Session. OFFlCElI5EONLY
This questionnaire is t�eing tiled in accordance with Chapter 176, Local Govemmenf Cvde, by a vendor who pate Received
F�as a business relationship as defined 6y Seclifln t78.001(1-a) with a local governmental entity and the
�ertdor meets requirements under Section 176.00S(a}.
By law this quesfionnaire must be fi�ed w�th ihe records administratar af the local governmental entity not later
than the 7fh business day after the date ihe vendor becames aware of tacts that require the statement to be
iiled. See Section 176.006(a-�}, Local Government Code.
A vendor cammits an offense if the vendor [cnowingly violates Section i 76.006, Loca� Government Code. An
oftense under ihis section is a misdemeanor.
� Name of �endor whv has a business relatPo�ship wfth local go�ernmental enSity.
��.-.e. .�.� �,�1 �. �.� � �,�s �
2
� Check this box if you are fiiling an upda�e to a pre�ious[y filed q�sesiionnaire. {The law requires that you file an updated
completed questionnaire with the appropriata filing aufhority not later than the 7th bvsiness day after the date on which
you became aware t�at th� originaE�y filed questionnaire was incomplete or inaccurate.)
3 Name of focal go�ernment afflcer abnut whotn iise Iniarmatfon is being dlsciosed.
Name of Officer
4 Descrlbe each employment or other business relationship with t�e local gavernment officer, or a famity member of the
officer, as described by Sactfon 176A03(a){2}(A). Alsa describe any famiiy relationship wYth the local goVernment officer.
Cvmplete su6parts A and B far each emplayment or business relatlonshi� described. Attach addliional pages to this �orm
CIQ as necessary.
A. Is the local go�ernment officer or a family member of the oificer receiving or likely to receive taxable income,
oiher than investment income, from the vendor?
� Yes � f�o �r�.
B. Is fhe vendor rece�ing or likely to receive taxable income, other than investment income, fram or at the direction
of the local government ofiicer or a family member of the officer AND the taxable income is not received from the
local go�ernmenkal entity?
� Yes � No �l� �
� Describe each employmeni or business relationship that 3�Se �endor named i� SectioR � maintains with a corporafion or
other business er�tity with respeci to which the Iocal governme�t offlcer serves as an officer or director, or holds an
ownership interest oi one percent or more.
s
❑Check this box if the vendar has given the local government officer or a family rrtember of the affcer one or more giiis
as described in Section 176.003(a)(2}(B), excluding gifts described in Section 176.003(a-1).
7
� R-,~7 (c`� f'�- �l
Signatti►a� of �endor doing busine ith the governmental entiiy � Date
Forrri pro�ided by%xas Ethics Commission urww.ethics.state.tx.�s Re�ised 1/71202'1
CONFLICT OF INTEREST QUESTIONNAIRE
For �endor doing business with local go�ernmental entiiy
Acomplete copy of Chapter � 76 of the �ocal Go�ernment Code may be found at httpJ/www.statui�s.legis.state.bc.�s/
DocsILGlhtm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
l.acal Go�ernment Code 176.00� 1-a :"Business relationship" means a connection between two or mare parties
based on commercial acti�ity of one of the parties. The term does not incl�cle a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmenta� entity or an
agency of a federal, state, or local governmenta[ entity;
(B) a transaction conducted at a price and subject to terms arrai[aE�Ee to the public; or
{C) a purchase or lease of goods or services from a p�rson that is chartered by a state or federa[ agency and
that Rs subject to regufar examination by, and reporting to, that agency.
Local Go�ernment Code � 176.003(a�(2){A) and (B):
(a) A local government officer shall file a confiicts disclosure statement with respect to a vendor if:
�..
(2j the veRdor:
(A) has an emp�oyment or other business relationship with the local gorrernment officer or a
family member of the officer that resu�ts in the officer or farr�i�y member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the oificer becomes aware that
(i) a contract between the local go�ernmenta! entity and �endor has been executed;
or
(ii) the [ocal go�ernmental entity is co�sidering entering into a cantract with the
r�endor;
(8) has gi►ren to the focal go�ernment officer or a family member of the officer ane or mare gifts
that have an aggregate �alue of more than $i 00 in the i 2-month period preceding the date the
offic�r becomes aware that:
(i) a contract between th� local go�ernmentaf entity and vendor has been executed; or
(ii) the locaf governmentaf entity is considering entering i�to a co�tract with th� �endor.
Local Gnvernment Code � 178.006[a) a�d (a-1�
(a) A�endor shall file a completed conflict of inieresi questionnaire if the �endor has a business relationship
with a iocal governme�tal entity and:
(1) has an employment or other business relationship with a local go�ernment officer of that focal
go�ernmental entity, or afamily member of the afficer, described by 5ection 176.003(a){2)(A);
(2) has given a loca! government officer of that local governmental entity, or a family member of the
officer, one or more gifts with the aggregate�alue specified by Section 176A03(a)(2)(B), exc[uding any
gift described by Section i 78.003 (a-1); or
{3) has a fami[y relationship with a local government officer of that local governmenta[ entity.
(a-1) Ti�e campleted conflict of interest q�aes#ionnaire must be filed with the appropriate records administratar
not later than the seventh business day after the iater of:
(1) the date that the v�ndor:
(A} begins discussians or negotiations to enter into a contract with the Iocal go�ernmental
entity; or
(B) submits to ti�e local gor►ernmenial entity an application, response to a request for proposa�s
or bids, correspondence, or another writing related ta a potentia� contract with the local
governmental entity; or
(2) the date the �endor 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 o�e or more gifts described by Subsection (a); or
(C) of a family relatianship with a local go�ernment officer.
Form provided by Texas �thics Gommission www.ethics.state.tx.us Revised �11I2021
City of Fort Worth,
Mayor and
DATE: 06/13/23
Texas
Council Communication
M&C FILE fdUMBER: M$C 23-0450
LOG f�AME: '[3P BLANKET COOP�RATNE AUTHORIZAT[OH FLEETACQU�SITIONS ADK
SUBJECT
(ALL) Authorize Purchase Agreements wit� Multipfe Vendors for the PurcF�ase af Fleet Venicles, Off-Road Vehicles, and Other Motorized
�quipment up to the Amoun# of A�aiEable Funding in Capital Projects Across Multipfe Funds Citywide using Muiiiple Caoperative Contracts and
Interiocal Agreerrtents for Three Years for fhe Property Managemenk Department
RECOMMEHDATION:
It is recommended that the City Council authorize the execution of purchase agreements with mul�ple vendors for the purchase of fleet vehicles, off
road vehicles, and other motorized equipment up to the amount of availab�e funding in Capital Projects Across Multiple Funds Citywide using
multiple cao�erative contracts and interlacal agreements for three years for the Pro�erty Management Departrrzent.
DISCUSSION:
iiie �roperty Management DepartmenYs Fleet Acquisitions Division is curre�tly in fhe process of fulfiliing a mult9-year backfog of City �ehicle and
equipment purchases. The biggest cltallenge in trying to o�ercome this backlog is the a�ailability of �endors, in�enfory, and the time it takes for the
City to make purchases when �ehicfes are available. Currently, the Ciiy has a backlog of eight (8) years totaling more t[�an $3D million dollars.
The City currentiy has wntracts with the following �endors using cooperative contracts:
V�NDOR COOPERATIVE AGENCY
5iddons Martin Emergency Group, LLC BuyBoard
Siddons Martin Emergency Group, �LC Flouston-Gal�eston Area Counal (HGAC)
JHo�ston Hofdings, LLC BuyHoard
Versalift 5ourcewell
Lake Country Che►irolet The ]nterlocal Purchasing System (71PS)
North Texas Trailers, LLC Buyboard
Sils6ee Fard TIPS
Associated 5upply Company (ASCD) euyBoarcf
Rogue Jet 8oafworics, Inc. GEneral Services Administration (GSA}
LEnca Industries, Inc. MGAC
Polaris Sales, Inc. Sourcewell
Nationwide Trailers, LLC BuyBoard
Crafco, Irsc. BuyBoard
However, due to limited inventory and availabiliiy, additional vendors and options are needed. Fleet Acquisitions has already ideniified tweniy-nine
additional vendflrs that are available through cooperati�es.
Approval of this Mayor & Council Communication (M8,C) authorizes ihe City to execute contracts with any �endor fhat is currentiy lis#ed on any valid
cooperatn►e that has one or more �e�icles or pieces of equipment fhat is a curreni need for fhe Cit}�s fleet. This authorization would also incl�de
purchases made using Interlocal Agreements with otiier govemmental entities.
Fleet Acquisitions recenUy partnered with the Purchasing Division in an efFort to better e�sure that the City is able to Aurchase needed items as
quic�iy and effcientfy as possible. The Fleet team meets regu[arly with key personnel to ensure ihat specifications are appro�riate for the Cit�s
fleet, costs are reasonabfe and acceptahle, and that departments are recei�ing items that meet their bus9ness needs.
COOPERATIVE PURCHASE and [NiERLOCAL AGRE�MEiVTS - State faw provides that a�oql go�emment purchasing an item under a
cooperative purchasing agreement or interlocal agreement satisfies state laws requiring that ihe local go�emment seek campetitive bids for
purchase of the item.
AGREEMENT TERMS - U�on City Council approval of fhis M8�C, th� City will have authority to enter info one-time plirchase agreements or annual
agreements with available vendors ior up to three years from the date of appro�al. At the expira#ion of three years from the dafe of approval, ti�e
C'�ijr wi[I seek addit[onal authorization for any necessary contracts at that fime.
BUS[�fESS EQUITY - an MIWBE goal is not assigned when purchasing from an apAroved purchasing cooperative ar ot�er public entity.
FUNDING - Currently, there is $42,593,019.00 in fhe Cit}�s budget in capital projects across muiGple funds citywide far the purpose of funding gest
acquisrtions. Prior to each purchase agreement or contract being exec�ted, staff will confirm that funding is availa6le for that purchase and is
appropriated for that purpose. AII exisking confracts shall be amended or terminated to re�ease encumbered funds to ensure that the City is able to
make purchases with t�e vendors that ha�e needed items availab[e for p�trchase an a roEling basis. No guarantee has been or will be made fo any
vendor regarding minimum purchases.
FISCAL INFORMATION 1 CERTIFICATION:
7he Director of Finance ceriifies that funds are a�ailable in the current capital budgets, as pre�iously appropriated, in the Vehicle and
Equip Replacernent Fund, W&S Capital Projects Fund, Stormwafer Capita[ Projects Fund, Municipal Airport Cap9tal Proj Fund, Solid Waste
Capital Projects Fund, CCPD Capital Projects Fund, [TS Capital Fund, Fleet Capifaf Projects Fund, Enrrironmen#al Proi Cap Proj FuncE, Tax Note
2019 Fund and Tax Note 2D20 Fund tv suppor� the approval of fhe abo�e recommendation for fhe purchase oi vehicles and equipment. Prior to
any expenditures being incurred, fhe Praperty Management pepartment has the responsibility to validate fhe ar+ailabEl9ty of funds.
$u6�niifed_fnr City Manage�'s Office h� Reginald Zeno 8517
Ori inatin Busine s Uni ead:
Additional Informatlon Cantact:
Dana Burghdoff 8018
Reginald Zeno 85't 7
5ieve Cooke 5134
Jo Ann Gunn 8525
Ashfey Kadva 2047