Solid Waste Management Agency Joint Powers Board — Thu, Sep 24, 2026 · VI.A Request for Approval of a Professional Services Agreement with NewGen Strategies and Solutions, LLC of Austin, TX, for a Cost of Service and Rate Design Study under Houston-Galveston Area Council (H-GAC) Contract No. HP08-25, in the Amount of $83,900; and 1. Approve Budget Increase to 8100851.510300 (Professional Services) from 810.100700 (Operating Fund Cash) in the Amount of $83,900.
MEMORANDUM
To: SFSWMA Joint Powers Board Members
From: Randall Kippenbrock, P.E., Executive Director RLK
Date: September 9, 2026
Subject: Request for Approval of a Professional Services Agreement with NewGen
Strategies and Solutions, LLC of Austin, TX, for a Cost of Service and Rate Design
Study under Houston-Galveston Area Council (H-GAC) Contract No. HP08-25 in
the Amount of $83,900
SUMMARY
The Agency requests the Board's approval of a Professional Services Agreement (Agreement) with
NewGen Strategies and Solutions (NewGen) of Austin, Texas, for a cost-of-service and rate-
design study (Study) under Houston-Galveston Area Council (H-GAC) Contract No. HP08-25, at
a cost of $83,900.
NewGen completed the most recent cost-of-service study in February 2021, which was initiated
in August 2018. A cost-of-service study is recommended every five years.
NewGen will provide the Agency with a comprehensive report detailing the costs associated with
delivering solid waste and recycling services, as well as diversion programs, including green
waste, scrap tires, household hazardous waste (HHW), and electronic waste (E-waste), to its
customers at the Caja del Rio Landfill and the Buckman Road Recycling and Transfer Station.
NewGen will review revenue requirements to fund scheduled equipment replacements and capital
improvement projects.
NewGen will recommend rates (fees) for the solid waste and recycling services the Agency
provides, based on the Study. The Study will allocate costs equitably across the Agency's services
to ensure that the rate structures are fair to all customers.
NewGen may conduct optional “what if” analyses for the Agency, such as the MRF operation and
green waste program, to determine whether changes to how the Agency provides services should
be considered for potential implementation.
The Study will be billed based on time and expenses.
Funding is available via an $83,900 budget increase from 810.100700 (Operating Fund Cash
Balance) to 8100851.510300 (Professional Services).
BACKGROUND
The Agency negotiated with NewGen under the Houston-Galveston Area Council (H-GAC)
Contract No. HP08-25 for a study on cost-of-service and rate design. H-GAC, a cooperative
purchasing organization of which the Agency is a member, conducts competitive bidding and
prepares proposal packages for local governments.
The Scope of Services in the Professional Services Agreement includes the following tasks:
Task 1: Initial Data Request, Analysis and Kickoff Meeting
Task 2: Five-Year Revenue Requirement
Task 3: Cost of Service
Task 4: Rate Design
Task 5: Other Analyses (optional)
Task 6: Report and Presentation
NewGen will provide the cost-of-service study (Tasks 1-6), including gross receipts tax, for a total
not-to-exceed amount of $83,900.
NewGen will deliver the final report by February 1, 2027, provided the start date is no later than
October 1, 2026, and all necessary financial and operational data are submitted by November 1,
2026.
ACTION REQUESTED
The Agency requests the Board approve the Professional Services Agreement with NewGen for a
cost-of-service and rate design study in the amount of $83,900.
The Agency also requests approval of an $83,900 budget increase to 8100851.510300
(Professional Services) from 810.100700 (Operating Fund Cash).
Attachments:
1) Budget Adjustment Request
2) Professional Services Agreement
3) H-GAC Contract No. No. HP08-25
M:\Memo\Memo.090926.1
ATTACHMENT 1
Budget Adjustment Request
DATE
JUSTIFICATION: (use additional page if needed)
--Attach supporting documentation/memo
Fund Balance
Fund(s) Affected Increase/(Decrease)
810 (83,900)
TOTAL: (83,900)
Thomasina Chavez 9/24/2026
Prepared By {print name} Date Budget Officer Date
JPB
Division Director Signature {optional} Date Approval Date Finance Director { ≤ $5,000} Date
Agenda Item #:
Department Director Signature Date City Manager { ≤ $60,000} Date
Log # {Finance use only } :
Batch # {Finance use only } :
City of Santa Fe, New Mexico
BUDGET AMENDMENT RESOLUTION (BAR)
DEPARTMENT / DIVISION NAME
SFSWMA 9/24/2026
ITEM DESCRIPTION ORG OBJECT PROJECT INCREASE DECREASE
EXPENDITURES {enter as positive #} {enter as negative #}
Professional Services 8100851 510300 83,900
83,900 -$
{Use this form for Finance Committee/
City Council agenda items ONLY}
CITY COUNCIL APPROVAL
Professional Services Agreement with NewGen Strategies and Solutions, LLC of Austin, TX, for {Complete section below if BAR results
a Cost of Service and Rate Design Study under Houston-Galveston Area Council (H-GAC)
in a net change to ANY Fund}
Contract No. HP08-25
Cash is available in 810.100700
ATTACHMENT 2
Professional Services Agreement
NewGen Strategies and Solutions –PSA for Cost of Service and Rate Design Study Page 1
SANTA FE SOLID WASTE MANAGEMENT AGENCY
PROFESSIONAL SERVICES AGREEMENT
NEWGEN STRATEGIES AND SOLUTIONS
(Cost of Service Study - 2026)
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered
into this 24th day of September 2026 by and between the Santa Fe Solid Waste Management
Agency (“Agency”) and NewGen Strategies and Solutions, LLC (“Contractor”) for a Cost of
Service and Rate Design Study as described in Exhibit A and below.
1. SCOPE OF SERVICES
The professional services subject to this Agreement are set forth in the Scope of Services
attached hereto as Exhibit A.
2. STANDARDS OF PERFORMANCE; LICENSES
A. Contractor represents that it possesses the experience and knowledge necessary to
perform the services described in this Agreement.
B. Contractor agrees to obtain and maintain throughout the term of this Agreement all
applicable professional and business licenses required by law for itself and its employees, agents,
representatives and subcontractors.
3. COMPENSATION
A. The Agency shall pay to Contractor in full payment for services rendered, including
applicable gross receipts taxes, a sum not to exceed Eighty-Three Thousand Nine Hundred Dollars
and No Cents ($83,900.00).
B. Compensation shall be paid only for services performed pursuant to the fee
schedule outlined in the Scope of Services attached hereto in Exhibit A.
C. Contractor shall be responsible for payment of any applicable gross receipts tax to
the State of New Mexico on the sums payable under this Agreement.
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D. Payment shall be made upon receipt and approval by the Agency of reasonably
detailed invoices describing the services performed. Invoices shall be rendered not more than once
each month.
E. Detailed invoices containing reimbursement expenses shall be itemized.
F. Contractor shall submit invoices to the Agency via mail or email as follows:
Santa Fe Solid Waste Management Agency
Attn: Accounts Payable
149 Wildlife Way
Santa Fe, NM 87506
Email: AccountsPayable@sfswma.org
4. APPROPRIATIONS
The terms of this Agreement are contingent upon sufficient appropriations and the
authorization from the Joint Powers Board for the Agency to execute this Agreement. If such
appropriations are not allocated or authorization is not granted, this Agreement shall be deemed
terminated upon written notification from the Agency to Contractor. The Agency shall be responsible
for charges incurred up to the date of notification under this Section per Section 6 of this Agreement.
The Agency’s decision as to whether sufficient appropriations are available shall be accepted by
Contractor and shall be final.
5. TERM AND EFFECTIVE DATE
A. This Agreement shall be effective when signed by the Agency and terminate on
September 24, 2027, unless it is terminated sooner pursuant to Article 6 below.
B. Pursuant to the limitations on multi-term contracts for professional services
codified in NMSA 1978 § 13-1-150, this Agreement may not exceed four years, including all
extensions and renewals. Subject to that limitation, the Agreement can be renewed annually, if
agreed upon by the Agency and Contractor.
NewGen Strategies and Solutions – PSA for Cost of Service and Rate Design Study Page 3
6. TERMINATION
A. The Agency may terminate this Agreement upon ten (10) days' written notice to
Contractor. If the Agency terminates the Agreement:
1) Contractor shall render a final report of the services performed up to the
date of termination and shall turn over to the Agency original copies of all work product,
research, or papers prepared for the services covered by this Agreement. The Agency shall
pay Contractor for services rendered and expenses incurred under this Section, including
for preparation of the final report.
2) If compensation is not based upon hourly rates for services rendered, the
Agency shall pay Contractor for the reasonable value of services satisfactorily performed
through the date Contractor receives notice of such termination for which compensation has
not already been paid.
3) If compensation is based upon hourly rates and expenses, Contractor shall be
paid for services rendered and expenses incurred through the date Contractor receives notice
of such termination.
7. STATUS OF CONTRACTOR; RESPONSIBILITY FOR PAYMENT OF
EMPLOYEES AND SUBCONTRACTORS
A. Contractor, its agents, and its employees are independent contractors performing
professional services for The Agency and are not employees of the Agency.
B. Contractor, its agents, and its employees shall not accrue leave, retirement, insurance,
bonding, or any other benefits afforded to employees of the Agency, and shall not be permitted to use
Agency vehicles in the performance of this Agreement.
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C. Contractor shall be solely responsible for payment of wages, salaries, and benefits
to any and all employees or subcontractors Contractor retains to perform any of its obligations
pursuant to this Agreement.
8. CONFIDENTIALITY
Any confidential information provided to or developed by Contractor in the performance of
this Agreement shall be kept confidential, and shall not be made available to any individual or
organization by Contractor without the Agency’s prior written approval unless that information
becomes public through no fault of Contractor, or is required to be disclosed pursuant to a court or
administrative order. The Agency will identify that information which it considers to be confidential.
9. OWNERSHIP OF WRITTEN PRODUCTS
A. All reports, documents or other written material (“written products” herein)
developed by Contractor in the performance of this Agreement shall be and remain the property
of Agency without restriction or limitation upon its use or dissemination by Agency. Contractor
retains copies of such written products as desired, but no such written products shall be the subject
of a copyright application by Contractor.
B. Any reuse of reports, documents, or materials by Agency without written
verification or adaptation by Contractor for the specific purpose intended will be at Agency’s sole
risk and without liability or legal exposure to Contractor or to Contractor's subcontractors.
10. CONFLICT OF INTEREST
Contractor warrants that it presently has no interest and shall not acquire any interest, direct
or indirect, that would conflict in any manner or degree with its performance of its obligations
pursuant to this Agreement. Contractor further agrees that it shall not employ or contract with anyone
in the performance of this Agreement that has any such conflict of interest.
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11. ASSIGNMENT; SUBCONTRACTING
Contractor shall not assign or transfer any rights, privileges, obligations or other interests
under this Agreement, including any claims for money due, without the Agency’s prior written
consent. Contractor shall not subcontract any portion of the services to be performed under this
Agreement without the Agency’s prior written approval.
12. RELEASE
Contractor, upon acceptance of final payment of the amount due under this Agreement,
releases the Agency, its officers, and its employees from all liabilities, claims, and obligations
whatsoever arising from or under this Agreement. Contractor agrees not to purport to bind the Agency
to any obligation not assumed herein by the Agency unless Contractor has express written authority
to do so, and then only within the strict limits of that authority.
13. INSURANCE
A. Contractor, at its own cost and expense, shall carry and maintain in full force and
effect during the term of this Agreement commercial general liability insurance of $1,000,000 for
each occurrence and $2,000,000 in general aggregate coverage for bodily injury and property
damage liability, in a form and with an insurance company acceptable to the Agency. The required
limits may be provided by a combination of general liability insurance and commercial umbrella
liability insurance. The Agency shall be named as an additional insured under the insurance policy,
and the policy shall provide that the Agency will be notified no less than 30 days before the policy
is canceled for any reason. Contractor has furnished the Agency with a copy of a Certificate of
Insurance or other evidence of Contractor’s compliance with the provisions of this section as a
condition of entering into this Agreement.
B. Contractor shall carry and maintain sufficient automobile liability insurance
throughout the term of this Agreement to cover no less than $1,000,000 combined single limit for
NewGen Strategies and Solutions – PSA for Cost of Service and Rate Design Study Page 6
each accident. The required limits may be provided by a combination of automotive liability
insurance and commercial umbrella liability insurance.
C. Contractor shall carry and maintain professional liability insurance throughout the
term of this Agreement for errors and omissions to cover no less than $3,000,000 for each claim.
D. Contractor shall carry and maintain Workers’ Compensation insurance in accordance
with New Mexico law to provide coverage for Contractor’s employees throughout the term of this
Agreement. Contractor shall provide the Agency with evidence demonstrating that appropriate
Workers’ Compensation insurance has been obtained.
14. INDEMNIFICATION
Contractor shall indemnify and hold harmless the Agency from all losses, damages, claims or
judgments, including payment of all attorneys’ fees and costs on account of any suit, judgment,
execution, claim, action, or demand whatsoever to the extent arising from the negligent acts, errors,
or omissions, or willful and reckless disregard of obligations under this Agreement, in the
performance of any services covered by this Agreement, whether occurring on Agency managed or
owned property or otherwise, by
Contractor or its employees, agents, representatives, or subcontractors, excepting only such liability
that arises out of the Agency’s negligence.
15. NEW MEXICO TORT CLAIMS ACT
Any liability incurred by the Agency in connection with this Agreement is subject to the
immunities and limitations set forth in the New Mexico Tort Claims Act, NMSA 1978 §§ 41-4-1 to
41-4-27. The Agency and its employees do not waive sovereign immunity, any available defense, or
any limitation of liability recognized by law. No provision in this Agreement modifies or waives any
provision of the New Mexico Tort Claims Act.
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16. THIRD PARTY BENEFICIARIES
By entering into this Agreement, the parties do not intend to create any right, title, or interest
in, or for the benefit of, any person other than the Agency and Contractor. No person shall claim any
right, title or interest under this Agreement or seek to enforce this Agreement as a third party
beneficiary.
17. RECORDS AND AUDIT
Contractor shall maintain throughout the term of this Agreement and for a period of three
years thereafter detailed records that indicate the date, time, and nature of services rendered. These
records shall be subject to inspection by the Agency, the City of Santa Fe Finance Department, and
the State Auditor. The Agency shall have the right to audit the billing both before and after payment.
Payment under this Agreement shall not foreclose the right of the Agency to recover excessive or
illegal payments.
18. APPLICABLE LAW; CHOICE OF LAW; VENUE
Contractor shall abide by all applicable federal and state laws and regulations, and all
ordinances, rules and regulations of the Agency. In any action, suit, or legal dispute arising from this
Agreement, Contractor agrees that the laws of the State of New Mexico shall govern. The parties
agree that any action or suit arising from this Agreement shall be commenced in a federal or state
court of competent jurisdiction in New Mexico. Any action or suit commenced in the courts of the
State of New Mexico shall be brought in the First Judicial District Court.
19. AMENDMENT
This Agreement shall not be altered, changed, or modified except by an amendment in writing
executed by the parties.
NewGen Strategies and Solutions – PSA for Cost of Service and Rate Design Study Page 8
20. SCOPE OF AGREEMENT
This Agreement expresses the entire agreement and understanding between the parties with
respect to the services set forth in the Scope of Services attached hereto as Exhibit A. No prior
agreement or understanding, verbal or otherwise, of the parties or their agents shall be valid or
enforceable unless embodied in this Agreement.
21. NON-DISCRIMINATION
During the term of this Agreement, Contractor shall not discriminate against any employee
or applicant for an employment position to be used in the performance of the services Contractor
undertakes pursuant to this Agreement on the basis of ethnicity, race, age, religion, creed, color,
national origin, ancestry, sex, gender, sexual orientation, physical or mental disability, medical
condition, or citizenship status.
22. SEVERABILITY
If one or more of the provisions of this Agreement or any application thereof is found to be
invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the
remaining provisions of the Agreement and any other application thereof shall not in any way be
affected or impaired.
23. NOTICES
A. Any notices required to be given under this Agreement shall be in writing and shall
be deemed sufficiently given or served if delivered by one of the following methods:
i. Personal Delivery: Notice sent by hand directly to the party is effective immediately.
ii. Registered or Certified Mail: Notice sent by U.S. Mail, postage prepaid, with return
receipt requested, is effective on the date of delivery or refusal of delivery, as indicated
on the return receipt.
NewGen Strategies and Solutions – PSA for Cost of Service and Rate Design Study Page 9
iii. Overnight Courier: Notice sent by a recognized overnight delivery service (e.g.,
FedEx, UPS) shall be effective only upon actual receipt at the addressee's office set
forth below, and any such notice delivered outside normal business hours shall be
deemed effective at the opening of business on the next business day.
iv. Email: Notices sent by email shall be effective only upon actual receipt of the original
by a delivery service, unless the recipient of the email sends written or electronic
confirmation stating that the notice has been received, in which case the notice shall
be deemed effective as of the date specified in the confirmation.
B. Notices shall be addressed to the parties at the following addresses:
AGENCY: Randall Kippenbrock, P.E.
Executive Director
Santa Fe Solid Waste Management Agency
149 Wildlife Way
Santa Fe, NM 87506
Email: rkippenbrock@sfswma.org
CONTRACTOR: David S. Yanke
President
NewGen Strategies and Solutions, LLC
8140 North Mopac Expressway, Suite I-240
Austin, TX 78759
Email: dyanke@newgenstrategies.net
C. Any party may change its address for purposes of this Article by giving notice to
the other party as herein provided. Delivery of any copies as provided herein shall not constitute
delivery of notice hereunder.
24. COMPLIANCE WITH LAWS AND REGULATIONS; PROHIBITION OF BRIBES,
GRATUITIES, AND KICKBACKS
Contractor shall comply with all applicable federal, state, and local laws and regulations
throughout the term of this Agreement. Contractor expressly acknowledges that the New Mexico
Procurement Code, NMSA 1978, Sections 13-1-28 through 13-1-199, imposes civil and criminal
NewGen Strategies and Solutions – PSA for Cost of Service and Rate Design Study Page 10
penalties for its violation, and New Mexico criminal statutes impose penalties for bribes, gratuities,
and kickbacks.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date set forth
below.
SANTA FE SOLID WASTE MANAGEMENT AGENCY:
________________________ __________________
Lisa Cacari Stone Date:
Chair, Joint Powers Board
CONTRACTOR:
________________________ __________________
David S. Yanke Date
President
NewGen Strategies and Solutions, LLC
APPROVED AS TO FORM:
________________________ __________________
Nancy R. Long Date:
Agency Attorney
NewGen Strategies and Solutions –PSA for Cost of Service and Rate Design Study Page 12
EXHIBIT A
Scope of Services
for
NewGen Strategies and Solutions
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NewGen Strategies and Solutions – PSA for Cost of Service and Rate Design Study Page 14
NewGen Strategies and Solutions – PSA for Cost of Service and Rate Design Study Page 15
NewGen Strategies and Solutions – PSA for Cost of Service and Rate Design Study Page 16
NewGen Strategies and Solutions – PSA for Cost of Service and Rate Design Study Page 17
NewGen Strategies and Solutions – PSA for Cost of Service and Rate Design Study Page 18
ATTACHMENT 3
H-GAC Contract No. No. HP08-25
NewGen Strategies and Solutions – PSA for Cost of Service and Rate Design Study Page 19
APPENDIX A
8140 North Mopac Expressway
Suite 1-240
Austin, TX 78759
Phone: (512) 806-7713
August 31, 2026
via email: rkippenbrock@sfswma.org
Mr. Randall Kippenbrock
Executive Director
Santa Fe Solid Waste Management Agency
149 Wildlife Way
Santa Fe, NM 87506
Dear Mr. Kippenbrock:
NewGen Strategies and Solutions grants the Santa Fe Solid Waste Management Agency permission to use
the Houston-Galveston Area Council (H-GAC) Contract No. HP08-25, effective through July 31, 2029, for a
cost-of-service and rate design study.
Please feel free to contact me by phone at 512.649.1254 or via email at dyanke@newgenstrategies.net
for additional information, if needed.
Sincerely,
NewGen Strategies and Solutions, LLC
Dave Yanke
Partner
H-GAC
Houston-Galveston Area Council
P.O. Box 22777 · 3555 Timmons · Houston, Texas 77227-2777
Cooperative Agreement - Contract - NewGen Strategies and Solutions, LLC - Public Services - ID: 14673 -
HP08-25
Page 1 of 13
MASTER GENERAL PROVISIONS
This Master Agreement is made and entered into, by and between the Houston-Galveston Area Council
hereinafter referred to as H-GAC having its principal place of business at 3555 Timmons Lane, Suite 120,
Houston, Texas 77027 and NewGen Strategies and Solutions, LLC, hereinafter referred to as the Contractor,
having its principal place of business at 225 Union Blvd., Suite 305, Lakewood, CO 80228.
WITNESSETH:
WHEREAS, H-GAC hereby engages the Contractor to perform certain services in accordance with the
specifications of the Master Agreement; and
WHEREAS, the Contractor has agreed to perform such services in accordance with the specifications of the
Master Agreement;
NOW, THEREFORE, H-GAC and the Contractor do hereby agree as follows:
ARTICLE 1: LEGAL AUTHORITY
The Contractor warrants and assures H-GAC that it possesses adequate legal authority to enter into this Master
Agreement. The Contractor's governing body, where applicable, has authorized the signatory official(s) to enter
into this Master Agreement and bind the Contractor to the terms of this Master Agreement and any subsequent
amendments hereto.
ARTICLE 2: APPLICABLE LAWS
The Contractor agrees to conduct all activities under this Master Agreement in accordance with all federal laws,
executive orders, policies, procedures, applicable rules, regulations, directives, standards, ordinances, and laws, in
effect or promulgated du
compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and
regulations. When required, the Contractor shall furnish H-GAC with satisfactory proof of its compliance
therewith.
ARTICLE 3: PUBLIC INFORMATION
Except as stated below, all materials submitted to H-GAC, including any attachments, appendices, or other
information submitted as a part of a submission or Master Agreement, are considered public information, and
become the property of H-GAC upon submission and may be reprinted, published, or distributed in any manner by
H-GAC according to open records laws, requirements of the US Department of Labor and the State of Texas, and
H-GAC policies and procedures. In the event the Contractor wishes to claim portions of the response are not
subject to the Texas Public Information Act, it shall so; however, the determination of the Texas Attorney General
as to whether such information must be disclosed upon a public request shall be binding on the Contractor. H-GAC
will request such a determination only if Contractor bears all costs for preparation of the submission. H-GAC is not
responsible for the return of creative examples of work submitted. H-GAC will not be held accountable if material
from submissions is obtained without the written consent of the contractor by parties other than H-GAC, at any
time during the evaluation process.
ARTICLE 4: INDEPENDENT CONTRACTOR
The execution of this Master Agreement and the rendering of services prescribed by this Master Agreement do not
change the independent status of H-GAC or the Contractor. No provision of this Master Agreement or act of H-
GAC in performance of the Master Agreement shall be construed as making the Contractor the agent, servant, or
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employee of H-GAC, the State of Texas, or the United States Government. Employees of the Contractor are
subject to the exclusive control and supervision of the Contractor. The Contractor is solely responsible for
employee related disputes and discrepancies, including employee payrolls and any claims arising therefrom.
ARTICLE 5: ANTI-COMPETITIVE BEHAVIOR
Contractor will not collude, in any manner, or engage in any practice which may restrict or eliminate competition
or otherwise restrain trade.
ARTICLE 6: SUSPENSION AND DEBARMENT
Debarment and Suspension (Executive Orders 12549 and 12689) A contract award (2 CFR 180.220) must not be
made to parties listed on the government-wide exclusions in the System for Award Management (SAM), in
accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1966
contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared
ineligible under statutory or regulatory authority other than Executive Order 12549.
Pursuant to the Federal Rule above, Respondent certifies that neither it nor its principals are presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal
department or agency or by the State of Texas and at all times during the term of the Contract neither it nor its
principals will be debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
participation by any federal department or agency or by the State of Texas Respondent shall immediately provide
the written notice to H-GAC if at any time the Respondent learns that this certification was erroneous when
submitted or has become erroneous by reason of changed circumstances. H-GAC may rely upon a certification of
the Respondent that the Respondent is not debarred, suspended, ineligible, or voluntarily excluded from the
covered contract, unless the H-GAC knows the certification is erroneous.
BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS (if subcontracts are to be let)
H- goal is to assure that small and minority businesses, women's business enterprises, and labor surplus area
firms are used when possible in providing services under a contract. In accordance with federal procurements
requirements of 2 CFR §200.321, if subcontracts are to be let, the prime contractor must take the affirmative steps
listed below:
1.
2.
they are potential sources;
3. Dividing total requirements, when economically feasible, into smaller task or quantities to permit
4. Establishing delivery schedules, where the requirement permits, which encourage participation by small
5. Using the services and assistance as appropriate, of such organizations as the Small Business
Administration and the Minority Business Development Agency of the Department of Commerce.
6.
Nothing in this provision will be construed to require the utilization of any firm that is either unqualified or
unavailable. The Small Business Administration (SBA) is the primary reference and database for information on
requirements related to Federal Subcontracting https://www.sba.gov/federal-contracting/contracting-guide/prime-
subcontracting
NOTE: The term DBE as used in this solicitation is understood to encompass all programs/business enterprises such
as: Small Disadvantaged Business (SDB), Historically Underutilized Business (HUB), Minority Owned Business
Enterprise (MBE), Women Owned Business Enterprise (WBE) and Disabled Veteran Business Enterprise (DVBE)
or other designation as issued by a certifying agency.
Contractor agrees to work with and assist HGACBuy customer in meeting any DBE targets and goals, as
may be required by any rules, processes, or programs they might have in place. Assistance may include
compliance with reporting requirements, provision of documentation, consideration of Certified/Listed
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subcontractors, provision of documented evidence that an active participatory role for a DBE entity was
considered in a procurement transaction, etc.
ARTICLE 8: SCOPE OF SERVICES
The services to be performed by the Contractor are outlined in an Attachment to this Master Agreement.
ARTICLE 9: PERFORMANCE PERIOD
This Master Agreement shall be performed during the period which begins Aug 01 2025 and ends Jul 31 2029. All
services under this Master Agreement must be rendered within this performance period, unless directly specified
under a written change or extension provisioned under Article 21, which shall be fully executed by both parties to
this Master Agreement.
ARTICLE 10: PAYMENT OR FUNDING
Payment provisions under this Master Agreement are outlined in the Special Provisions. H-GAC will not pay for
any expenses incurred prior to the execution date of a contract, or any expenses incurred after the termination date
of the contract.
ARTICLE 11: PAYMENT FOR WORK
The H-GAC Customer is responsible for making payment to the Contractor upon delivery and acceptance of the
goods or completion of the services and submission of the subsequent invoice.
ARTICLE 12: PAYMENT TERMS/PRE-PAYMENT/QUANTITY DISCOUNTS
If discounts for accelerated payment, pre-payment, progress payment, or quantity discounts are offered, they must
terms is at the discretion of the Customer.
ARTICLE 13: REPORTING REQUIREMENTS
If the Contractor fails to submit to H-GAC in a timely and satisfactory manner any report required by this Master
Agreement, or otherwise fails to satisfactorily render performances hereunder, H-GAC may terminate this Master
Agreement with notice as identified in Article 29 of these General Provisions. H-GAC has final determination of
the adequacy of performance and reporting by Contractor. Termination of this Master Agreement for failure to
pportunities with H-GAC. The Contractor's failure
to timely submit any report may also be considered cause for termination of this Master Agreement. Any additional
reporting requirements shall be set forth in the Special Provisions of this Master Agreement.
ARTICLE 14: INSURANCE
Contractor shall maintain insurance coverage for work performed or services rendered under this Master
Agreement as outlined and defined in the attached Special Provisions.
ARTICLE 15: SUBCONTRACTS AND ASSIGNMENTS
Except as may be set forth in the Special Provisions, the Contractor agrees not to assign, transfer, convey, sublet,
or otherwise dispose of this Master Agreement or any right, title, obligation, or interest it may have therein to any
third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to
any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under
all subcontracts shall result in compliance with all the terms and provisions of this Master Agreement as if the
performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with
all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly
required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance,
ARTICLE 16: AUDIT
Notwithstanding any other audit requirement, H-GAC reserves the right to conduct or cause to be conducted an
independent audit of any transaction under this Master Agreement, such audit may be performed by the H-GAC
local government audit staff, a certified public accountant firm, or other auditors designated by H-GAC and will be
conducted in accordance with applicable professional standards and practices. The Contractor understands and
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agrees that the Contractor shall be liable to the H-GAC for any findings that result in monetary obligations to H-
GAC.
ARTICLE 17: TAX EXEMPT STATUS
H-GAC and Customer members are either units of government or qualified non-profit agencies, and are generally
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 to an order and act accordingly.
Exemption certificates will be provided upon request.
ARTICLE 18: EXAMINATION OF RECORDS
The Contractor shall maintain during the course of the work complete and accurate records of all of the
Contractor's costs and documentation of items which are chargeable to H-GAC under this Master Agreement. H-
GAC, through its staff or designated public accounting firm, the State of Texas, and United States Government,
shall have the right at any reasonable time to inspect, copy and audit those records on or off the premises by
authorized representatives of its own or any public accounting firm selected by H-GAC. The right of access to
records is not limited to the required retention period, but shall last as long as the records are retained. Failure to
provide access to records may be cause for termination of the Master Agreement. The records to be thus
maintained and retained by the Contractor shall include (without limitation): (1) personnel and payroll records,
including social security numbers and labor classifications, accounting for total time distribution of the
Contractor's employees working full or part time on the work, as well as cancelled payroll checks, signed receipts
for payroll payments in cash, or other evidence of disbursement of payroll payments; (2) invoices for purchases,
receiving and issuing documents, and all other unit inventory records for the Contractor's stocks or capital items;
and (3) paid invoices and cancelled checks for materials purchased and for subcontractors' and any other third
parties' charges.
Contractor agrees that H-GAC will have the right, with reasonable notice, to inspect its records pertaining to
purchase orders processed and the accuracy of the fees payable to H-GAC. The Contractor further agrees that the
examination of records outlined in this article shall be included in all subcontractor or third-party Master
Agreements.
ARTICLE 19: RETENTION OF RECORDS
The Contractor and its subcontractors shall maintain all records pertinent to this Master Agreement, and all other
financial, statistical, property, participant records, and supporting documentation for a period of no less than seven
(7) years from the later of the date of acceptance of the final payment or until all audit findings have been resolved.
If any litigation, claim, negotiation, audit or other action involving the records has been started before the
expiration of the retention period, the records shall be retained until completion of the action and resolution of all
issues which arise from it, or until the end of the seven (7) years, whichever is later, and until any outstanding
litigation, audit, or claim has been fully resolved.
ARTICLE 20: DISTRIBUTORS, VENDORS, RESELLERS
Contractor agrees and acknowledges that any such designations of distributors, vendors, resellers or the like are for
the convenience of the Contractor only and the awarded Contractor will remain responsible and liable for all
obligations under the Contract and the performance of any designated distributor, vendor, reseller, etc. Contractor
is also responsible for receiving and processing any Customer purchase order in accordance with the Contract and
forwarding of the Purchase Order to the designated distributor, vendor, reseller, etc. to complete the sale or service.
H-
contract is awarded.
ARTICLE 21: CHANGE ORDERS AND AMENDMENTS
A. Any alterations, additions, or deletions to the terms of this Master Agreement, which are required by
changes in federal or state law or by regulations, are automatically incorporated without written
amendment hereto, and shall become effective on the date designated by such law or by regulation.
B. To ensure the legal and effective performance of this Master Agreement, both parties agree that any
amendment that affects the performance under this Master Agreement must be mutually agreed upon and
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that all 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 law, such amendments shall have the effect of
qualifying the terms of this Master Agreement and shall be binding upon the 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
purposes of clarification or inclusion of additional specifications, qualifications, conditions, etc. The
change order must be in writing and agreed upon by Contractor and the Customer agency prior to issuance
of any Change Order. A copy of the Change Order must be provided by the Contractor to, and
acknowledged by, H-GAC.
ARTICLE 22: CONTRACT ITEM CHANGES
A. If a manufacturer discontinues a contracted item, that item will automatically be considered deleted from
the contract with no penalty to Contractor. However, H-GAC may at its sole discretion elect to make a
contract award to the next lowest Respondent for the item, or take any other action deemed by H-GAC, at
its sole discretion, to be in the best interests of its Customers.
B. If a manufacturer makes any kind of change in a contracted item which affects the contract price,
Contractor must advise H-GAC of the details. H-GAC may allow or reject the change at its sole discretion.
If the change is rejected, H-GAC will remove the item from its program and there will be no penalty to
Contractor. However, H- GAC may at its sole discretion elect to make a contract award to the next lowest
Respondent for the item, or take any other action deemed by H-GAC, at its sole discretion, to be in the best
interests of its Customers.
C. If a manufacturer makes any change in a contracted item which does not affect the contract price,
Contractor shall advise H-GAC of the details. If the 'new' item is equal to or better than the originally
contracted item, the 'new' item shall be approved as a replacement. If the change is rejected H-GAC will
remove the item from its program and there will be no penalty to Contractor. However, H-GAC may at its
sole discretion elect to make a contract award to the next lowest Respondent for the 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 specifically identified catalogs or price sheets which have been contracted as base bid items
or as published options, routine published changes to products and pricing will be automatically
incorporated into the contract. However, Contractor must still provide written notice and an explanation of
the changes to products and pricing. H-GAC will respond with written approval.
ARTICLE 23: CONTRACT PRICE ADJUSTMENTS
Price Decreases
full term of this award, Contractor must immediately
pass the decrease on to H-GAC and lower its prices by the amount of the decrease in Direct Cost. (Direct Cost
r, the cost of raw
materials required to manufacture the item, plus costs of transportation from manufacturer to Contractor and
Contractor to H-GAC. Contractor must notify H-GAC of price decreases in the same way as for price increases set
out below. The price decrease shall become effective upon H-
routinely offers discounted contract pricing, H-GAC may request Contractor accept amended contract pricing
equivalent to the routinely discounted pricing.
Price Increase
Contractors may request a price increase for items priced as Base Bid items and Published Options. The amount of
the previous bid price. Considerations on the percentage limit will be given if the price increase is the result of
increased tariff charges or other governmental actions, or other economic factors. Manufacturer price/contract
changes involving the sale of motor vehicles will be considered and may be allowed during the entire contract
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period subject to submission and verification of the proper documentation required for a contract change as
referenced in this section.
Price Changes
Any permanent increase or decrease in offered pricing for a base contract item or published option is considered a
For published catalogs and price sheets as part of an H-GAC contract, requests to amend the contract to reflect any
new published catalog or price sheet must be submitted whenever the manufacturer publishes a new document.
The request must include the new catalog or price sheet. All Products shall, at time of sale, be equipped as required
under any then current applicable local, state, and federal government requirements. If, during any contract,
changes are made to any government requirements which cause a manufacturer's costs of production to increase,
substantiated with support documentation acceptable to H-GAC prior to taking effect. Modifications to a Product
required to comply with such requirements which become effective after the date of any sale are the responsibility
of the Customer.
Requesting Price Increase/Required Documentation
Contractor must submit a written overview of changes requested and reasons for the request, stating the amount of
price, the actual dollar difference and the percentage of the price increase by line item. Price change requests must
be supported with substantive documentation (e.g., notices from suppliers and manufacturers of pricing changes in
products, components, transportation, raw materials or commodities, and/or product availability, copies of invoices
from suppliers, etc.) clearly showing that Contractor's actual costs have increased per the applicable line-item bid.
The Producer Price Index (PPI) may be used as partial justification, subject to approval by H-GAC, but no price
increase based solely on an increase in the PPI will be allowed. This documentation should be submitted in Excel
format to facilitate analysis and updating of the website. The letter and documentation must be sent to Lead
Program Coordinator, james.glover@h-gac.com.
Review/Approval of Requests
If H-GAC approves the price increase, Contractor will be notified in writing; no price increase will be effective
until Contractor receives this notice. If H-
terminate its performance upon sixty (60) days advance written notice to H-GAC, however Contractor must fulfill
-GAC does not
approve the price increase. H-GAC reserves the right to accept or reject any price change request.
ARTICLE 24: DELIVERIES AND SHIPPING TERMS
The Contractor agrees to make deliveries only upon receipt of authorized Customer Purchase Order acknowledged
by H- -GAC the
option of canceling any contract awarded to the Contractor. The Contractor must secure and deliver any item
within five (5) working days, or as agreed to on any corresponding customer Purchase Order.
Unless otherwise addressed, the following requirements shall apply:
a. Title to goods, and responsibility and liability for loss and/or damage in shipping pass to End User at the
delivery destination after receipt and acceptance have taken place. Cost of shipping/delivery shall be paid
by End User unless otherwise agreed to by Contractor. If Contractor will be paying for shipping/delivery,
shipping terms must be "F.O.B. Destination, Freight Prepaid". If End User will be paying for
b. The details for the application and calculation of shipping and delivery charges must be stated in the
Response on Form E. Any freight, shipping or delivery charged to End User will be prepaid and added to
the invoice, and will be clearly shown an any Contract Pricing Worksheet or other quote presented to the
End User.
ARTICLE 25: RESTOCKING (EXCHANGES AND RETURNS)
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There will be no restocking charge to the Customer for return or exchange of any item purchased under the terms
of any award. If the Customer wishes to return items purchased under an awarded contract, the Contractor agrees
to exchange, these items for other items, with no additional charge incurred. Items must be returned to Contractor
within thirty (30) days from date of delivery. If there is a difference in price in the items exchanged, the Contractor
must notify H-GAC and invoice Customer for increase price or provide the Customer with a credit or refund for
Contractor to Customer. This return and exchange option will extend for thirty (30) days following the expiration
of the term of the Contract. All items returned by the Customer must be unused and in the same merchantable
condition as when received. Items that are special ordered may be returned only upon approval of the Contractor.
ARTICLE 26: MANUALS
Each product delivered under contract to any Customer must be delivered with at least one (1) copy of a safety and
operating manual and any other technical or maintenance manual. The cost of the manual(s) must be included in
the price for the Product offered.
ARTICLE 27: OUT OF STOCK, PRODUCT RECALLS, AND DISCONTINUED PRODUCTS
H-GAC does NOT purchase the products sold pursuant to a Solicitation or Master Agreement. Contractor is
responsible for ensuring that notices and mailings, such as Out of Stock or Discontinued Notices, Safety Alerts,
Safety Recall Notices, and customer surveys, are sent directly to the Customer with a copy sent to H-GAC.
Purchase Order. Contractor is not authorized to make substitutions without prior approval.
ARTICLE 28: WARRANTIES, SALES, AND SERVICE
Warranties must be the manufacturer's standard and inclusive of any other warranty requirements stated in the
and will not be a substitute for such. Pricing for any product must be inclusive of the standard warranty.
Contractor is responsible for the execution and effectiveness of all product warranty requests and any claims,
Contractor agrees to respond directly to correct warranty claims and to ensure reconciliation of warranty claims
that have been assigned to a third party.
ARTICLE 29: TERMINATION PROCEDURES
The Contractor acknowledges that this Master Agreement may be terminated for Convenience or Default.
H-GAC will not pay for any expenses incurred after the termination date of the contract.
A. Convenience
H-GAC may terminate this Master Agreement at any time, in whole or in part, with or without cause,
whenever H-GAC determines that for any reason such termination is in the best interest of H-GAC, by
providing written notice by certified mail to the Contractor. Upon receipt of notice of termination, all
services hereunder of the Contractor and its employees and subcontractors shall cease to the extent
specified in the notice of termination.
The Contractor may cancel or terminate this Master Agreement upon submission of thirty (30) days
written notice, presented to H-GAC via certified mail. The Contractor may not give notice of cancellation
after it has received notice of default from H-GAC.
B. Default
H-GAC may, by written notice of default to the Contractor, terminate the whole or any part of the Master
Agreement, in any one of the following circumstances:
(1) If the Contractor fails to perform the services herein specified within the time specified herein or any
extension thereof; or
(2) If the Contractor fails to perform any of the other provisions of this Master Agreement for any reason
whatsoever, or so fails to make progress or otherwise violates the Master Agreements that completion
of services herein specified within the Master Agreement term is significantly endangered, and in
either of these two instances does not cure such failure within a period of ten (10) days (or such longer
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period of time as may be authorized by H-GAC in writing) after receiving written notice by certified
mail of default from H-GAC.
(3) In the event of such termination, Contractor will notify H-GAC of any outstanding Purchase Orders and
H-GAC will consult with the End User and notify the Contractor to what extent the End User wishes the
Contractor to complete the Purchase Order. If Contractor is unable to do so, Contractor may be subject to
a claim for damages from H-GAC and/or the End User.
ARTICLE 30: SEVERABILITY
H-GAC and Contractor agree that should any provision of this Master Agreement be determined to be invalid or
unenforceable, such determination shall not affect any other term of this Master Agreement, which shall continue
in full force and effect.
ARTICLE 31: FORCE MAJEURE
To the extent that either party to this Master Agreement shall be wholly or partially prevented from the
performance of any obligation or duty placed on such party by reason of or through strikes, stoppage of labor, riot,
fire, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause reasonably beyond
the party's control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of
such obligation or duty shall be suspended until such disability to perform is removed. Determination of force
majeure shall rest solely with H-GAC.
ARTICLE 32: CONFLICT OF INTEREST
No officer, member or employee of the Contractor or Contractors subcontractor, no member of the governing body
of the Contractor, and no other public officials of the Contractor who exercise any functions or responsibilities in
the review or Contractor approval of this Master Agreement, shall participate in any decision relating to this
Master Agreement which affects his or her personal interest, or shall have any personal or pecuniary interest, direct
or indirect, in this Master Agreement.
A. Conflict of Interest Questionnaire: Chapter 176 of the Texas Local Government Code requires contractors
contracting or seeking to contract with H-GAC to file a conflict-of-interest questionnaire (CIQ) if they have
an employment or other business relationship with an H-GAC officer or an offi
The required questionnaire and instructions are located on the H-GAC website or at the Texas Ethics
Commission website https://www.ethics.state.tx.us/forms/CIQ.pdf. H-GAC officers include its Board of
Directors and Executive Director, who are listed on this website. Respondent must complete and file a CIQ
with the Texas Ethics Commission if an employment or business relationship with H-GAC office or an
se family member as defined in the law exists.
B. Certificate of Interested Parties Form Form 1295: As required by Section 2252.908 of the Texas
Government Code. H-GAC will not enter a Contract with Contractor unless (i) the Contractor submits a
disclosure of interested parties form to H-GAC at the time the Contractor submits the contract H-GAC, or
(ii) the Contractor is exempt from such requirement. The required form and instructions are located at the
Texas Ethics Commission website https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm.
Respondents who are awarded a Contract must submit their Form 1295 with the signed Contract to H-GAC.
ARTICLE 33: FEDERAL COMPLIANCE
Contractor agrees to comply with all federal statutes relating to nondiscrimination, labor standards, and
If the Federal award meets the definition
recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization
regarding the substitution of parties, assignment or performance of experimental, developmental, or research work
Government Grant
the awarding agency. Contractor agrees to be wholly compliant with the provisions of 2 CFR 200, Appendix II.
Additionally, for work to be performed under the Master Agreement or subcontract thereof, including procurement
of materials or leases of equipment, Contractor shall notify each potential subcontractor or supplier of the
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Contractor's federal compliance obligations. These may include, but are not limited to: (a) Title VI of the Civil
Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b)
Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681-1683, and 1685-1686), which
prohibits discrimination on the basis of sex; (c) the Fair Labor Standards Act of 1938 (29 USC 676 et. seq.), (d)
Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on
the basis of handicaps and the Americans with Disabilities Act of 1990; (e) the Age Discrimination in Employment
Act of 1967 (29 USC 621 et. seq.) and the Age Discrimination Act of 1974, as amended (42 U.S.C. §§ 6101-6107),
which prohibits discrimination on the basis of age; (f) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-
255), as amended, relating to nondiscrimination on the basis of drug abuse; (g) the Comprehensive Alcohol Abuse
and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to the
nondiscrimination on the basis of alcohol abuse or alcoholism; (h) §§ 523 and 527 of the Public Health Service Act
of 1912 (42 U.S.C. 290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse
patient records; (i) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), as amended, relating to
nondiscrimination in the sale, rental or financing of housing; (j) any other nondiscrimination provisions in any
specific statute(s) applicable to any Federal funding for this Master Agreement; (k) the requirements of any other
nondiscrimination statute(s) which may apply to this Master Agreement; (l) applicable provisions of the Clean Air
Act (42 U.S.C. §7401 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. §1251 et seq.),
Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection
Agency regulations at 40 CPR Part 15; (m) applicable provisions of the Davis- Bacon Act (40 U.S.C. 276a - 276a-
7), the Copeland Act (40 U.S.C. 276c), and the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-
332), as set forth in Department of Labor Regulations at 20 CPR 5.5a; (n) the mandatory standards and policies
relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with
the Energy Policy and Conservation Act (P.L. 94-163).
ARTICLE 34: PROHIBITION ON CONTRACTING WITH ENTITIES USING CERTAIN
TELECOMMUNICATIONS AND VIDEO SURVEILLANCE EQUIPMENT (EFFECTIVE AUG. 13, 2020
AND AS AMENDED OCTOBER 26, 2020)
Pursuant to 2 CFR 200.216, Contractor shall not offer equipment, services, or system that use covered
telecommunications equipment or services as a substantial or essential component of any system, or as critical
technology as part of any system. Covered telecommunications equipment or services means 1)
telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any
subsidiary or affiliate of such entities); 2) for the purpose of public safety, security of government facilities,
physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and
telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital
Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); 3)
telecommunications or video surveillance services provided by such entities or using such equipment; or 4)
telecommunications or video surveillance equipment or services produced or provided by an entity that the
Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal
Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the
government of a covered foreign country. Respondent must comply with requirements for certifications. The
provision at 48 C.F.R Section 52.204-26 requires that offerors review SAM prior to completing their required
representations. This rule applies to all acquisitions, including acquisitions at or below the simplified acquisition
threshold and to acquisitions of commercial items, including commercially available off the-shelf items.
ARTICLE 35: DOMESTIC PREFERENCE
In accordance with 2 CFR 200.322, as appropriate and to the extent consistent with law, when using federal grant
award funds H-GAC should, to the greatest extent practicable, provide a preference for the purchase, acquisition,
or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum,
steel, cement, and other manufactured products). H-GAC must include this requirement in all subawards including
all contracts and purchase orders for work or products under the federal grant award. If Contractor intends to
qualify for Purchase Orders using federal grant money, then it shall work with H-GAC to provide all required
certifications and other documentation needed to show compliance.
ARTICLE 36: CRIMINAL PROVISIONS AND SANCTIONS
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The Contractor agrees to perform the Master Agreement in conformance with safeguards against fraud and abuse
as set forth by the H-GAC, the State of Texas, and the acts and regulations of any related state or federal agency.
The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud, abuse, or other criminal activity
through the filing of a written report within twenty-four (24) hours of knowledge thereof. Contractor shall notify
H-GAC of any accident or incident requiring medical attention arising from its activities under this Master
Agreement within twenty-four (24) hours of such occurrence. Theft or willful damage to property on loan to the
Contractor from H-GAC, if any, shall be reported to local law enforcement agencies and H-GAC within two (2)
hours of discovery of any such act.
The Contractor further agrees to cooperate fully with H-GAC, local law enforcement agencies, the State of Texas,
the Federal Bureau of Investigation, and any other duly authorized investigative unit, in carrying out a full
investigation of all such incidents.
The Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the Contractor
under this Master Agreement.
ARTICLE 37: INDEMNIFICATION AND RECOVERY
H-
liability, in tort or otherwise, is limited to its order processing charge. In no event will H-GAC be liable for any
loss of use, loss of time, inconvenience, commercial loss, lost profits, or savings or other incidental, special or
consequential damages to the full extent such use may be disclaimed by law. Contractor agrees, to the extent
permitted by law, to defend and hold harmless H-GAC, its board members, officers, agents, officials, employees,
and indemnities from any and all claims, costs, expenses (including reasonable attorney fees), actions, causes of
under this Master
Agreement. Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against Contractor
relating to this Master Agreement.
under this Master Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or
otherwise, but excluding its obligation to indemnify H-GAC, is limited to the price of the particular
products/services sold hereunder, and Contractor agrees either to refund the purchase price or to repair or replace
product(s) that are not as warranted. In no event will Contractor be liable for any loss of use, loss of time,
inconvenience, commercial loss, loss of profits or savings or other incidental, special or consequential damages to
the full extent such use may be disclaimed by law. Contractor understands and agrees that it shall be liable to repay
and shall repay upon demand to END USER any amounts determined by H-GAC, its independent auditors, or any
agency of State or Federal government to have been paid in violation of the terms of this Master Agreement.
ARTICLE 39: TITLES NOT RESTRICTIVE
The titles assigned to the various Articles of this Master Agreement are for convenience only. Titles shall not be
considered restrictive of the 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 Contractor and their respective counsel and shall be fairly interpreted in accordance
with its terms and, in the event of any ambiguities, no inferences shall be drawn against any party.
ARTICLE 41: PROCUREMENT OF RECOVERED MATERIAL
H-GAC and the Respondent must comply with section 6002 of the Solid Waste Disposal Act, as amended by the
Resource Conservation and Recovery Act. The requirements of Section 6002 include: (1) procuring only items
designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the
highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of
competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the
preceding fiscal year exceeded $10,000; (2) procuring solid waste management services in a manner that
Page 11 of 13
maximizes energy and resource recovery; and (3) establishing an affirmative procurement program for
procurement of recovered materials identified in the EPA guidelines. Pursuant to the Federal Rule above, as
required by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6962(c)(3)(A)(i)), Respondent
certifies that the percentage of recovered materials content for EPA-designated items to be delivered or used in the
performance of the Contract will be at least the amount required by the applicable contract specifications or other
contractual requirements.
-
Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be
applicable, which are incorporated by reference into the contract. The contractor or subcontractor shall insert in
any subcontracts the clause above and such other clauses as appropriate agency instructions require, and also a
clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor
shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract
clauses. A breach of the contract clauses above may be grounds for termination of the Contract, and for debarment
as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.
ARTICLE 43: DISCRIMINATION
Respondent and any potential subcontractors shall comply with all Federal statutes relating to nondiscrimination.
These include, but are not limited to:
a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352), which prohibits discrimination on the basis of
race, color, or national origin;
b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§1681-1683, and 1685-1686),
which prohibits discrimination on the basis of sex;
c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §794), which prohibits
discrimination on the basis of handicaps;
d) The Age Discrimination Act of 1975, as amended (42 U.S.C. §§6101- 6107), which prohibits
discrimination on the basis of age;
e) The Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to
nondiscrimination on the basis of drug abuse;
f) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of
1970 (P.L. 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or
alcoholism;
g) Sections 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. §§290 dd-3 and 290 ee-3), as
amended, relating to confidentiality of alcohol and drug abuse patient records;
h) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as amended, relating to
nondiscrimination in the sale, rental, or financing of housing;
i) Any other nondiscrimination provisions in the specific statute(s) under which application for Federal
assistance is being made; and
j) The requirements of any other nondiscrimination statute(s) that may apply to the application.
ARTICLE 44: DRUG FREE WORKPLACE
Contractor must provide a drug-free workplace in accordance with the Drug-Free Workplace Act, as applicable.
-
the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance. H-GAC may
request a copy of this policy.
ARTICLE 45: APPLICABILITY TO SUBCONTRACTORS
Respondent agrees that all contracts it awards pursuant to the contract awarded as a result of this Master
Agreement will be bound by the foregoing terms and conditions.
ARTICLE 46: WARRANTY AND COPYRIGHT
Submissions must include all warranty information, including items covered, items excluded, duration, and
renewability. Submissions must include proof of licensing if using third party code for programming.
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ARTICLE 47: DATA HANDLING AND SECURITY
It will always be the responsibility of the selected Contractor to manage data transfer and to secure all data
appropriately during the project to prevent unauthorized access to all data, products, and deliverables.
ARTICLE 48: DISPUTES
All disputes concerning questions of fact or of law arising under this Master Agreement, which are not addressed
within the Whole Master Agreement as defined pursuant to Article 4 hereof, shall be decided by the Executive
Director of H-GAC or his designee, who shall reduce his decision to writing and provide notice thereof to the
Contractor. The decision of the Executive Director or his designee shall be final and conclusive unless, within
thirty (30) days from the date of receipt of such notice, the Contractor requests a rehearing from the Executive
Director of H-GAC. In connection with any rehearing under this Article, the Contractor shall be afforded an
opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after
any such rehearing shall be final and conclusive. The Contractor may, if it elects to do so, appeal the final and
conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a
dispute hereunder, the Contractor shall proceed diligently with the performance of the Master Agreement and in
accordance with H-GAC's final decision.
ARTICLE 49: CHOICE OF LAW: VENUE
This Master Agreement shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or
cause of action arising under or in connection with the Master Agreement shall lie exclusively in Harris County,
Texas. Disputes between END USER and Contractor are to be resolved in accordance with the law and venue rules
of the state of purchase. Contractor shall immediately notify H-GAC of such disputes.
ARTICLE 50: ORDER OF PRIORITY
In the case of any conflict between or within this Master Agreement, the following order of priority shall be
utilized: 1) General Provisions, 2) Special Provisions, 3) Scope of Work, and 4) Other Attachments.
ARTICLE 51: WHOLE MASTER AGREEMENT
Please note, this is an H-GAC Master Agreement template and is used for all products and services offered
in H-GAC Cooperative Purchasing. Any redlines to this Master Agreement may not be reviewed. If this
Master Agreement has not been signed by the Contractor within 30 calendar days, this Master Agreement
will be automatically voided. The Master General Provisions, Master Special Provisions, and Attachments, as
provided herein, constitute the complete Master Agreement between the parties hereto, and supersede any and all
oral and written Master Agreements between the parties relating to matters herein. Except as otherwise provided
herein, this Master Agreement cannot be modified without written consent of the parties.
ARTICLE 52: UNIVERSAL IDENTIFIER AND SYSTEM FOR AWARD MANAGEMENT (SAM)
In accordance with 2 CFR Title 2, Subtitle A, Chapter I, Part 25 as it applies to a Federal awarding agency's grants,
cooperative agreements, loans, and other types of Federal financial assistance as defined in 2 CFR 25.406.
Contractor understands and as it relates to 2 CFR 25.205(a), a Federal awarding agency may not make a Federal
award or financial modification to an existing Federal award to an applicant or recipient until the entity has
complied with the requirements described in 2 CFR 25.200 to provide a valid unique entity identifier and maintain
an active SAM registration (www.SAM.gov) with current information (other than any requirement that is not
applicable because the entity is exempted under § 25.110). 2 CFR 25.200(b) requires that registration in the SAM
prior to submitting an application or plan; and maintain an active SAM registration with current information,
including information on a recipient's immediate and highest level owner and subsidiaries, as well as on all
predecessors that have been awarded a Federal contract or grant within the last three years, if applicable, at all
times during which it has an active Federal award or an application or plan under consideration by a Federal
awarding agency; and provide its unique entity identifier in each application or plan it submits to the Federal
awarding agency. To remain registered in the SAM database after the initial registration, the applicant is required
to review and update its information in the SAM database on an annual basis from the date of initial registration or
subsequent updates to ensure it is current, accurate and complete. At the time a Federal awarding agency is ready
to make a Federal award, if the intended recipient has not complied with an applicable requirement to provide a
unique entity identifier or maintain an active SAM registration with current information, the Federal awarding
Page 13 of 13
agency: (1) May determine that the applicant is not qualified to receive a Federal award; and (2) May use that
determination as a basis for making a Federal award to another applicant.
ARTICLE 53: PROCUREMENT OF RECOVERED MATERIALS
In accordance with 2 CFR 200.323, the Houston-Galveston Area Council and the Contractor or Subrecipient must
comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and
Recovery Act. The requirements of Section 6002 include: (1) procuring only items designated in guidelines of the
Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered
materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of
the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000;
(2) procuring solid waste management services in a manner that maximizes energy and resource recovery; and (3)
establishing an affirmative procurement program for procurement of recovered materials identified in the EPA
guidelines. Pursuant to the Federal Rule above, as required by the Resource 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 performance of the Agreement will be at
least the amount required by the applicable contract specifications or other contractual requirements.
SIGNATURES:
H-GAC and the Contractor have read, agreed, and executed the whole Master Agreement as of the date first
written above, as accepted by:
NewGen Strategies and Solutions, LLC
Signature $docusign:SignHere::Customer1
Name Dave Yanke
Title President
Date $docusign:DateSigned::Customer1
H-GAC
Signature $docusign:SignHere::InternalSigner
Name Chuck Wemple
Title Executive Director
Date $docusign:DateSigned::InternalSigner
Attachment A
NewGen Strategies and Solutions, LLC
All Hazards Preparedness, Planning, Consulting & Recovery Services
Contract No.: HP08-25
Pricing Effective: Aug 2025
Supplier Description of Services HGACBuy
Discount
NewGen
Strategies and
Solutions, LLC
Services and professional position labor rates per NewGen's HP08-25 Response
P ice Form submitted June 2025 0%
1
H-GAC
Houston-Galveston Area Council
P.O. Box 22777 · 3555 Timmons · Houston, Texas 77227-2777
Cooperative Agreement - Contract - NewGen Strategies and Solutions, LLC - Public Services - ID: 14673
Page 1 of 8
MASTER SPECIAL PROVISIONS
Please note, this is an H-GAC Master Agreement template and is used for all products and services
offered in H-GAC Cooperative Purchasing. Any redlines to this Master Agreement may not be reviewed.
Incorporated by attachment, as part of the whole Master Agreement, H-GAC and the Contractor do, hereby
agree to the Master Special Provisions as follows:
ARTICLE 1: BIDS/PROPOSALS INCORPORATED
In addition to the whole Master Agreement, the following documents listed in order of priority are
incorporated into the Master Agreement by reference: Bid/Proposal Specifications and Response
to the Bid/Proposal.
H-GAC acknowledges that the END USER, which is the HGACBuy customer utilizing the contract
(CUSTOMER and END USER may be used interchangeably) may choose to enter into an End User Master
Agreement (EUA) with the Contractor through this Master Agreement. A CUSTOMER/END USER is a state
agency, county, municipality, special district, or other political subdivision of a state, or a qualifying non-profit
corporation (providing one or more governmental function or service that possess legal authority to enter into
the Contract. The term of the EUA may exceed the term of the current H-GAC Master Agreement.
H-
conditions. Contractor agrees not to offer, agree to or accept from the CUSTOMER/END USER, any terms or
conditions that conflict with those in Contractor -GAC. Contractor affirms that
termination of its Master Agreement with H-GAC for any reason shall not result in the termination of any
uration.
Pursuant to the terms of this Master Agreement, termination of this Master Agreement will disallow the
Contractor from entering into any new EUA with CUSTOMER/END USER. Applicable H-GAC order
processing charges will be due and payable to H-GAC on any EUAs, surviving termination of this Master
Agreement between H-GAC and Contractor.
ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE
Contractor shall provide its most favorable pricing and terms to H-GAC, as follows. If at any time during this
Master Agreement, Contractor develops a regularly followed standard procedure of entering into Master
Agreements with other governmental customers within the State of Texas, and offers the same or substantially
the same products/services offered to H-GAC on a basis that provides prices, warranties, benefits, and or terms
more favorable than those provided to H-GAC, Contractor shall notify H-GAC within ten (10) business days
thereafter, and this Master Agreement shall be deemed to be automatically retroactively amended, to the
provide the same prices, warranties, benefits, or terms to H-GAC and its CUSTOMER/END USER as provided
in its most favorable past Master Agreement. H-GAC shall have the right and option at any time to decline to
accept any such change, in which case the amendment shall be deemed null and void. If Contractor claims that a
more favorable price, warranty, benefit, or term that was charged or offered to another entity during the term of
this Master Agreement, does not constitute more favorable treatment, than Contractor shall, within ten (10)
business days, notify H-GAC in writing, setting forth the detailed reasons Contractor believes the aforesaid
Page 2 of 8
offer is not in fact most favored treatment. H-
may decline to accept such explanation and thereupon this Master Agreement between H-GAC and Contractor
shall be automatically amended, effective retroactively, to the effective date of the most favored Master
Agreement, to provide the same prices, warranties, benefits, or terms to H-GAC and the CUSTOMER/END
USER.
EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder,
concession], or to any prices offered to academic institutions, or the Federal Government and its agencies.
ARTICLE 4: PARTY LIABILITY
strict liability, in tort or otherwise, is limited to the price of the particular products/services sold hereunder.
Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted.
Contractor accepts liability to repay, and shall repay upon demand to CUSTOMER/END USER, any amounts
determined by H-GAC, its independent auditors, or any state or federal agency, to have been paid in violation of
the terms of this Master Agreement.
ARTICLE 5: GOVERNING LAW & VENUE
Contractor and H-GAC agree that Contractor will make every reasonable effort to resolve disputes with the
CUSTOMER/END USER in accord with the law and venue rules of the state of purchase. Contractor shall
immediately notify H-GAC of such disputes.
ARTICLE 6: SALES AND ORDER PROCESSING CHARGE
Contractor shall sell its products to CUSTOMER/END USER based on the pricing and terms of this Master
Agreement. H-GAC will invoice Contractor for the applicable order processing charge when H-GAC receives
notification of a CUSTOMER/END USER order. Contractor shall remit to H-GAC the full amount of the
applicable order processing charge, after delivery of any product or service and subsequent CUSTOMER/END
USER acceptance. Payment of the Order Processing Charge shall be remitted from Contractor to H-GAC,
wi
For sales made by Contractor
based on this Master Agreement, including sales to entities without Interlocal Master Agreements, Contractor
shall pay the applicable order processing charges to H-GAC. Further, Contractor agrees to encourage entities
who are not members of H- -GAC Interlocal Master
Agreement. H-GAC reserves the right to take appropriate actions including, but not limited to, Master
Agreement termination if Contractor fails to promptly remit the appropriate order processing charge to H-GAC.
In no event shall H-GAC have any liability to Contractor for any goods or services a CUSTOMER/END USER
procures from Contractor. At all times, Contractor shall remain liable to pay to H-GAC any order processing
charges on any portion of the Master Agreement actually performed, and for which compensation was received
by Contractor.
ARTICLE 7: LIQUIDATED DAMAGES
Contractor and H-GAC agree that Contractor shall cooperate with the CUSTOMER/END USER at the time a
CUSTOMER/END USER purchase order is placed, to determine terms for any liquidated damages.
ARTICLE 8: INSURANCE
Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the
following insurance and coverage minimums:
Page 3 of 8
a. General liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General
Aggregate limit of at least two times the Single Occurrence limit.
b. Product liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General
Aggregate limit of at least two times the Single Occurrence limit for all Products except Automotive Fire
Apparatus. For Automotive Fire Apparatus, see Section B of the Bid/Proposal Specifications.
c. Property Damage or Destruction insurance is required for coverage of End User owned equipment while
in Contractor's possession, custody, or control. The minimum Single Occurrence limit is $500,000.00 and
the General Aggregate limit must be at least two times the Single Occurrence limit. This insurance may be
carried in several ways, e.g. under an Inland Marine policy, as art of Automobile coverage, or under a
Garage Keepers policy. In any event, this coverage must be specifically and clearly listed on insurance
certificate(s) submitted to H-GAC.
d. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal, and
for any extensions thereof, plus the number of days/months required to deliver any outstanding order after
the close of the contract period.
e. Original Insurance Certificates must be furnished to H-GAC on request, showing Contractor as the
insured and showing coverage and limits for the insurances listed above.
f. If any Product(s) or Service(s) will be provided by parties other than Contractor, all such parties are
required to carry the minimum insurance coverages specified herein, and if requested by H-GAC, a
separate insurance certificate must be submitted for each such party.
g. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and
document accuracy.
ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS
H- DO NOT include a Performance & Payment Bond (PPB); therefore,
Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to
cover any order if so requested by the CUSTOMER/END USER. Contractor shall quote a price to
CUSTOMER/END USER for provision of any requested PPB, and agrees to furnish the PPB within ten
business (10) days of receipt of CUSTOMER/END USER's purchase order.
ARTICLE 10: ORDER PROCESSING CHARGE
H-GAC will apply an Order Processing Charge for each sale done through the H-GAC contract, with the
exception of orders for motor vehicles. Any pricing submitted must include this charge amount per the most
current H-GAC schedule. For motor vehicle orders, the Processing Charge is paid by the CUSTOMER/END
USER. Contractor will need to refer to the solicitation for the Order Processing Charge.
ARTICLE 11: CHANGE OF STATUS
Contractor shall immediately notify H-GAC, in writing, of ANY change in ownership, control,
dealership/franchisee status, Motor Vehicle license status, or name. Contractor shall offer written guidance to
advise H-GAC if this Master Agreement shall be affected in any way by such change. H-GAC shall have the
right to determine whether or not such change is acceptable, and to determine what action shall be warranted, up
to and including cancellation of Master Agreement.
ARTICLE 12: REQUIREMENTS TO APPLICABLE PHYSICAL GOODS
In the case of physical goods (e.g. equipment, material, supplies, as opposed to services), all Products offered
must comply with any applicable provisions of the Texas Business and Commerce Code, Title 1, Chapter 2 and
with at least the following:
Page 4 of 8
a. Be new, unused, and not refurbished.
b. Not be a prototype as the general design, operation, and performance. This requirement is NOT meant to
preclude the Contractor from offering new models or configurations which incorporate improvements in
a current design or add functionality, but in which new model or configuration may be new to the
marketplace.
c. Include all accessories which may or may not be specifically mentioned in the Master Agreement, but
which are normally furnished or necessary to make the Product ready for its intended use upon delivery.
Such accessories shall be assembled, installed, and adjusted to allow continuous operation of Product at
time of delivery.
d. Have assemblies, sub-assemblies and component parts that are standard and interchangeable throughout
the entire quantity of a Product as may be purchased simultaneously by any END USER/CUSTOMER.
e. Be designed and constructed using current industry accepted engineering and safety practices, and
materials.
f. Be available for inspection at any time prior to or after procurement.
ARTICLE 13: TEXAS MOTOR VEHICLE BOARD LICENSING
All Contractors that deal in motor vehicles shall maintain current licenses that are required by the Texas Motor
Vehicle Commission Code. If at any time during this Master Agreement term, any required Contractor license is
denied, revoked, or not renewed, Contractor shall be in default of this Master Agreement, unless the Texas
Motor Vehicle Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable
Texas Motor Vehicle Board documentation to H-GAC upon request.
ARTICLE 14: INSPECTION/TESTING
All Products sold pursuant to this Master Agreement will be subject to inspection/testing by or at the direction
of H-GAC and/or the ordering CUSTOMER/END USER, either at the delivery destination or the place of
manufacture. In the event a Product fails to meet or exceed all requirements of this Master Agreement, and
unless otherwise agreed in advance, the cost of any inspection and/or testing, will be the responsibility of the
Contractor.
ARTICLE 15: ADDITIONAL REPORTING REQUIREMENTS
Contractor agrees to submit written quarterly reports to H-GAC detailing all transactions during the previous
three (3) month period. Reports must include, but are not limited, to the following information:
a. CUSTOMER/END USER Name
b. Product/Service purchased, including Product Code if applicable
c. Customer Purchase Order Number
d. Purchase Order Date
e. Product/Service dollar amount
f. HGACBuy Order Processing Charge amount
ARTICLE 16: BACKGROUND CHECKS
direct contact with students, or for any other reason they so choose, any may require contractor to pay the cost
of obtaining any background information requested by the CUSTOMER/END USER.
ARTICLE 17: PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL
CERTIFICATION
As required by Chapter 2271 of the Texas Local Government Code the Contractor must verify that it 1) does
not boycott Israel; and 2) will not boycott Israel during the term of the Contract. Pursuant to Section 2271.001,
Texas Government Code:
Page 5 of 8
any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically
with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not
include an action made for ordinary business purposes; and
-profit sole proprietorship, organization, association, corporation, partnership,
joint venture, limited partnership, limited liability partnership, or any limited liability company, including a
wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business
associations that exist to make a profit.
ARTICLE 18: NO EXCLUDED NATION OR TERRORIST ORGANIZATION CERTIFICATION
As required by Chapter 2252 of the Texas Government Code the Contractor must certify that it is not a
company engaged in active business operations with Sudan, Iran, or a foreign terrorist organization
specifically, any company identified on a list prepared and maintained by the Texas Comptroller under Texas
Government Code §§806.051, 807.051, or 2252.153. (A company that the U.S. Government affirmatively
declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or any federal sanctions
regime relating to a foreign terrorist organization is not subject to the contract prohibition.)
ARTICLE 19: PROHIBITION ON CONTRACTING WITH ENTITIES USING CERTAIN
TELECOMMUNICATIONS AND VIDEO SURVEILLANCE EQUIPMENT (Effective Aug. 13, 2020
and as amended October 26, 2020)
Pursuant to 2 CFR 200.216, Contractor shall not offer equipment, services, or system that use covered
telecommunications equipment or services as a substantial or essential component of any system, or as critical
telecommunications equipment or services means 1)
telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any
subsidiary or affiliate of such entities); 2) for the purpose of public safety, security of government facilities,
physical security surveillance of critical infrastructure, and other national security purposes, video surveillance
and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision
Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);
3) telecommunications or video surveillance services provided by such entities or using such equipment; or 4)
telecommunications or video surveillance equipment or services produced or provided by an entity that the
Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal
Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to,
the government of a covered foreign country.
Contractor must comply with requirements for certifications. The provision at 48 C.F.R Section 52.204-26
requires that Contractors review SAM prior to completing their required representations. This rule applies to all
acquisitions, including acquisitions at or below the simplified acquisition threshold and to acquisitions of
commercial items, including commercially available off the-shelf items.
ARTICLE 20: BUY AMERICA ACT (National School Lunch Program and Breakfast Program)
With respect to products purchased by CUSTOMER/END USER for use in the National School Lunch Program
and/or National School Breakfast Program, Contractor shall comply with all federal procurement laws and
regulations with respect to such programs, including the Buy American provisions set forth in 7 C.F.R. Part
210.21(d), to the extent applicable. Contractor agrees to provide all certifications required by
CUSTOMER/END USER regarding such programs.
American Provision, or the applicability of an exception to the Buy American provision, H-GAC
CUSTOMER/END USER may decide not to purchase from Contractor. Additionally, H-GAC
Page 6 of 8
CUSTOMER/END USER may require country of origin on all products and invoices submitted for payment by
Contractor, and Contractor agrees to comply with any such requirement.
ARTICLE 21: BUY AMERICA REQUIREMENT (Applies only to Federally Funded Highway and Transit
Projects)
With respect to products purchased by CUSTOMER/END USER for use in federally funded highway projects,
Contractor shall comply with all federal procurement laws and regulations with respect to such projects,
including the Buy American provisions set forth in 23 U.S.C. Section 313, 23 C.F.R. Section 635.410, as
amended, and the Steel and Iron Preference provisions of Texas Transportation Code Section 223.045, to the
extent applicable. Contractor agrees to provide all certifications required by CUSTOMER/END USER
regarding such programs. With respect to products purchased by CUSTOMER/END USER for use in federally
funded transit projects, Contractor shall comply with all federal procurement laws and regulations with respect
to such projects, including the Buy American provisions set forth in 49 U.S.C. Section 5323(j)(1), 49 C.F.R.
Sections 661.6 or 661.12, to the extent applicable. Contractor agrees to provide all certifications required by
CUSTOMER/END USER regarding such programs.
ARTICLE 22: DOMESTIC PREFERENCE
In accordance with 2 CFR 200.322, as appropriate and to the extent consistent with law, a CUSTOMER/END
USER using federal grant award funds should, to the greatest extent practicable, provide a preference for the
purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not
limited to iron, aluminum, steel, cement, and other manufactured products). The CUSTOMER/END USER
must include this requirement in all subawards including all contracts and purchase orders for work or products
under the federal grant award. If Contractor intends to qualify for Purchase Orders using federal grant money,
they shall work with the CUSTOMER/END USER to provide all required certifications and other
documentation needed to show compliance.
ARTICLE 23: TITLE VI REQUIREMENTS
H-GAC in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C.
§§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any
disadvantaged business enterprises will be afforded full and fair opportunity to submit in response to this Master
Agreement and will not be discriminated against on the grounds of race, color, or national origin in
consideration for an award.
ARTICLE 24: EQUAL EMPLOYMENT OPPORTUNITY
Except as otherwise provided under 41 CFR Part 60, all Contracts and CUSTOMER/END USER Purchase
-1.3 shall be
deemed to include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive
-1965 Comp., pg.339),
nt
The equal opportunity clause provided under 41 CFR 60-1.4(b) is hereby incorporated by reference. Contractor
-1.3 and agrees that it will comply with such provision.
ARTICLE 25: CLEAN AIR AND WATER POLLUTION CONTROL ACT
CUSTOMER/END USER Purchase Orders using federal funds must contain a provision that requires the
Contractor to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean
Page 7 of 8
Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-
1387). Violations must be reported to the Federal awarding agency and the Regional Office of the
Environmental Protection Agency (EPA).
Pursuant to the Federal Rule above, Contractor certifies that it is in compliance with all applicable provisions of
the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C.
1251-1387) and will remain in compliance during the term of the Contract.
ARTICLE 26: PREVAILING WAGE
Contractor and any potential subcontractors have a duty to and shall pay the prevailing wage rate under the
Davis-Bacon Act, 40 U.S.C. 276a 276a-5, as amended, and the regulations adopted thereunder contained in 29
C.F.R. pt. 1 and 5.
ARTICLE 27: CONTRACT WORK HOURS AND SAFETY STANDARDS
As per the Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708), where applicable, all
CUSTOMER/END USER Purchase Orders in excess of $100,000 that involve the employment of mechanics or
laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by
Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be
required to compute the wages of every mechanic and laborer, on the basis of a standard work week of 40
hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a
rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the
work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer
or mechanic must be required to work in surroundings or under working conditions which are unsanitary,
hazardous, or dangerous. These requirements do not apply to the purchases of supplies or materials or articles
ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
ARTICLE 28: PROFIT AS A SEPARATE ELEMENT OF PRICE
For purchases using federal funds more than the current Simplified Acquisition Threshold of $250,000, requires
negotiation of profit as a separate element of the price. See, 2 CFR 200.324(b). Contractor agrees to provide
information and negotiate regarding profit as a separate element of the price for the purchase. Contractor also
agrees that the total price, including profit, charged by Contractor will not exceed the awarded pricing,
including any applicable discount, under any awarded contract.
ARTICLE 29: BYRD ANTI-LOBBYING AMENDMENT
Byrd Anti-Lobbying Amendment (31U.S.C. 1352) Contractors that apply or bid for an award exceeding
$100,000 must file the required anti-lobbying certification. Each tier must certify to the tier above that it will
not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting
to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or
an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other
award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes
place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier, up to the
CUSTOMER/END USER. As applicable, Contractor agrees to file all certifications and disclosures required by,
and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 USC 1352). Contractor certifies that it is
currently in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)
and will continue to be in compliance throughout the term of the Contract and further certifies that:
1. No Federal appropriated funds have been paid or will be paid by or on behalf of the Contractor, to any
person for influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection
Page 8 of 8
with the awarding of a Federal contract, the making of a Federal Grant, the making of a Federal Loan, the
entering into a cooperative Master Agreement, and the extension, continuation, renewal, amendment, or
modification of a Federal contract, grant, loan, or cooperative Master Agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for
influencing, or attempting to influence, an officer or employee of a Member of Congress in connection
with a Federal contract, grant, loan, or cooperative Master Agreement, Contractor shall complete and
submit Standard Form
instructions.
3. Contractor shall require that the language of this certification be included in the award documents for all
subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and
cooperative Master Agreements) and that all subcontractors shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was
made or entered into. Submission of this certificate is a prerequisite for making or entering into this transaction
imposed by Section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be
subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
ARTICLE 30: COMPLIANCE WITH EPA REGULATIONS APPLICABLE TO GRANTS,
SUBGRANTS, COOPERATIVE MASTER AGREEMENTS, AND CONTRACTS
Contractor certifies compliance with all applicable standards, orders, regulations, and/or requirements issued
pursuant to the Clean Air Act of 1970, as amended (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act, as
amended (13 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR
Part 15.
ARTICLE 31: COMPLIANCE WITH ENERGY POLICY AND CONSERVATION ACT
Contractor certifies that Contractor will be in compliance with mandatory standards and policies relating to
energy efficiency which are contained in the state energy conservation plan issued in compliance with the
Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871).