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MASTER SERVICES AGREEMENT #2020-064
Electronic Invoicing and Reporting Resources
THIS MASTER SERVICES AGREEMENT (“Agreement”), effective the last date of signed approval
(“Effective Date”), is entered into by and between the North Central Texas Council of Governments
(“NCTCOG”), a Texas political subdivision and non-profit corporation, with offices located at 616 Six
Flags Drive, Arlington, TX 76011, and
Procore Technologies, Inc. (“Contractor”)
6309 Carpinteria Ave
Carpinteria, California 93013
ARTICLE I
RETENTION OF THE CONTRACTOR
1.1 This Agreement defines the terms and conditions upon which the Contractor agrees to provide
Electronic Invoicing and Reporting Resources (hereinafter, “Services”) to governmental entities
participating in the North Texas SHARE program (hereinafter “Participating Entities”). The Contractor
is being retained to provide services described below to Participating Entities based on the Contractor’s
demonstrated competence and requisite qualifications to perform the scope of the services described
herein and in the Request for Proposals #2020-064 (hereinafter, “RFP”). The Contractor demonstrated
they have the resources, experience, and qualifications to perform the described services, which is of
interest to Participating Entities and was procured via the RFP. NCTCOG agrees to and hereby does
retain the Contractor, as an independent contractor, and the Contractor agrees to provide services to
Participating Entities, in accordance with the terms and conditions provided in this Agreement and
consistent with Contractor’s response to the RFP.
ARTICLE II
SCOPE OF SERVICES
2.1 The Contractor will provide Services described in a written Purchase Order issued by NCTCOG or a
SHARE Participating Entity. Any such Purchase Order is hereby incorporated by reference and made
a part of this Agreement and shall be subject to the terms and conditions in this Agreement. In the event
of a conflict between any term or provision in this Agreement and any term or provision in a Purchase
Order, the term or provision in this Agreement shall control unless the conflicting term or provision in
this Agreement is referenced, and expressly stated not to apply, in such Purchase Order.
2.2 All Services rendered under this Agreement will be performed by the Contractor: i) with due care; ii)
in accordance with generally prevailing industry standards; iii) in accordance with Participating
Entities’ standard operating procedures and applicable policies, as may be amended from time to time;
and iv) in compliance with all applicable laws, government regulatory requirements, and any other
written instructions, specifications, guidelines, or requirements provided by NCTCOG and/or
Participating Entities.
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2.3 Any agreed-upon changes to a Purchase Order shall be set forth in a subsequent Purchase Order
amendment. Contractor will not implement any changes or any new Services until a Purchase Order
has been duly executed by Participating Entity. For the avoidance of doubt, the Contractor
acknowledges that Participating Entity is under no obligation to execute a Purchase Order. Participating
Entity shall not be liable for any amounts not included in a Purchase Order in the absence of a fully
executed amendment of Purchase Order.
2.4 Pricing for items in Attachment 1 represent the maximum cost for each item offered by the Contractor.
Contractor and Participating Entity may mutually agree to a lower cost for any item covered under this
agreement.
2.5 NCTCOG Obligations
2.5.1 NCTCOG shall make available a contract page on its NorthTexasSHARE.org website
which will include contact information for the Contractor(s).
2.6 Participating Entity Obligations.
2.6.1 In order to utilize the Services, Participating Entities must have executed a Master
Interlocal Agreement for North Texas SHARE with NCTCOG. This agreement with
the Participating Entity will define the legal relationship between NCTCOG and the
Participating Entity.
2.6.2 In order to utilize the Services, Participating Entities must execute a Purchase Order
with the Contractor. This agreement with the Participating Entity will define the
Services and costs that the Participating Entity desires to have implemented by the
Contractor.
2.7 Contractor Obligations.
2.7.1 Contractor must be able to deliver, perform, install, and implement services with the
requirements and intent of RFP #2020-064
2.7.2 If applicable, Contractor shall provide all necessary material, labor and management
required to perform this work. The scope of services shall include, but not be limited
to, items listed in Attachment 1.
2.7.3 Contractor agrees to market and promote the use of the SHARE awarded contract
whenever possible among its current and solicited customer base. Contractor shall
agree to follow reporting requirements in report sales made under this Master Services
Agreement in accordance with Section 4.2.
ARTICLE III
TERM
3.1 This Agreement will commence on the Effective Date and remain in effect for an initial term ending on
June 25, 2022 (the “Term”), unless earlier terminated as provided herein. This Agreement may be
renewed, at NCTCOG’s sole discretion, for up to three (3) additional one (1) year terms through June
24, 2025.
3.2 Termination. NCTCOG and/or Participating Entities may terminate this Agreement and/or any
Purchase Order to which it is a signatory at any time, with or without cause, upon thirty (30) days’ prior
written notice to Contractor. Upon its receipt of notice of termination of this Agreement or Purchase
Order, Contractor shall follow any instructions of NCTCOG respecting work stoppage. Contractor
shall cooperate with NCTCOG and/or Participating Entities to provide for an orderly conclusion of the
Services. Contractor shall use its best efforts to minimize the amount of any non-cancelable obligations
and shall assign any contracts related thereto to NCTCOG or Participating Entity at its request. If
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NCTCOG or Participating Entity elects to continue any activities underlying a terminated Purchase
Order after termination, Contractor shall cooperate with NCTCOG or Participating Entity to provide
for an orderly transfer of Contractor’s responsibilities with respect to such Purchase Order to NCTCOG
or Participating Entity. Upon the effective date of any such termination, the Contractor shall submit a
final invoice for payment in accordance with Article IV, and NCTCOG or Participating Entity shall
pay such amounts as are due to Contractor through the effective date of termination. NCTCOG or
Participating Entity shall only be liable for payment of services rendered before the effective date of
termination. If Agreement is terminated, certain reporting requirements identified in this Agreement
shall survive termination of this Agreement.
3.2.1 Termination for Cause: Either party may immediately terminate this Agreement if the
other party breaches its obligations specified within this Agreement, and, where
capable of remedy, such breach has not been materially cured within thirty (30) days
of the breaching party’s receipt of written notice describing the breach in reasonable
detail.
3.2.2 Breach: Upon any material breach of this Agreement by either party, the non-
breaching party may terminate this Agreement upon twenty (20) days written notice
to the breaching party. The notice shall become effective at the end of the twenty (20)
day period unless the breaching party cures such breach within such period.
ARTICLE IV
COMPENSATION
4.1 Invoices. Contractor shall submit an invoice to the ordering Participating Entity upon receipt of an
executed Purchase Order and after completion of the work, with Net 30 payment terms. Costs
incurred prior to execution of this Agreement are not eligible for reimbursement. There shall be no
obligation whatsoever to pay for performance of this Agreement from the monies of the NCTCOG or
Participating Entities, other than from the monies designated for this Agreement and/or executed
Purchase Order. Contractor expressly agrees that NCTCOG shall not be liable, financial or
otherwise, for Services provided to Participating Entities.
4.2 Reporting. NCTCOG intends to make this Agreement available to other governmental entities through
its SHARE cooperative purchasing program. Contractor shall submit to NCTCOG on a calendar
quarterly basis a report that identifies any new client Participating Entities, the date and order number,
and the total contracted value of services that each Participating Entity has purchased and paid in full
under this Master Service Agreement. Reporting and invoices should be submitted to:
NCTCOG
ATTN: North Texas SHARE
PO Box 5888
Arlington, TX 76005-5888
Email: NorthTexasSHARE@nctcog.org
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ARTICLE V
SERVICE FEE
5.1 Explanation. NCTCOG will make this Master Service Agreement available to other governmental
entities, Participating Entities, and non-profit agencies in Texas and the rest of the United States through
its SHARE cooperative purchasing program. The Contractor is able to market the Services under this
Agreement to any Participating Entity with emphasis that competitive solicitation is not required when
the Participating Entity purchases off of a cooperative purchasing program such as SHARE. However,
each Participating Entity will make the decision that it feels is in compliance with its own purchasing
requirements. The Contractor realizes substantial efficiencies through their ability to offer pricing
through the SHARE Cooperative and that will increase the sales opportunities as well as reduce the
need to repeatedly respond to Participating Entities’ Requests for Proposals. From these efficiencies,
Contractor will pay an administrative fee to SHARE calculated as a percentage of sales processed
through the SHARE Master Services Agreement. This administrative fee is not an added cost to
SHARE participants. This administrative fee covers the costs of solicitation of the contract, marketing
and facilitation, as well as offsets expenses incurred by SHARE.
5.2 Administrative Fee. NCTCOG will utilize an administrative fee, in the form of a percent of cost that
will apply to all contracts between awarded contractor and NCTCOG or participants resulting from this
solicitation. The administrative fee will be remitted by the contractor to NCTCOG on a quarterly basis,
along with required quarterly reporting. The remuneration fee for this program will be 2% on sales.
5.3 Setup and Implementation. NCTCOG will provide instruction and guidance as needed to the
Contractor to assist in maximizing mutual benefits from marketing these Services through the
SHARE purchasing program.
ARTICLE VI
RELATIONSHIP BETWEEN THE PARTIES
6.1 Contractual Relationship. It is understood and agreed that the relationship described in this
Agreement between the Parties is contractual in nature and is not to be construed to create a partnership
or joint venture or agency relationship between the parties. Neither party shall have the right to act on
behalf of the other except as expressly set forth in this Agreement. Contractor will be solely
responsible for and will pay all taxes related to the receipt of payments hereunder and shall give
reasonable proof and supporting documents, if reasonably requested, to verify the payment of such
taxes. No Contractor personnel shall obtain the status of or otherwise be considered an employee of
NCTCOG or Participating Entity by virtue of their activities under this Agreement.
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ARTICLE VII
REPRESENTATION AND WARRANTIES
7.1 Representations and Warranties. Contractor represents and warrants that:
7.1.1 As of the Effective Date of this Agreement, it is not a party to any oral or written contract or
understanding with any third party that is inconsistent with this Agreement and/or would affect
the Contractor’s performance under this Agreement; or that will in any way limit or conflict
with its ability to fulfill the terms of this Agreement. The Contractor further represents that it
will not enter into any such agreement during the Term of this Agreement;
7.1.2 NCTCOG is prohibited from making any award or permitting any award at any tier to any party
which is debarred or suspended or otherwise excluded from, or ineligible for, participation in
federal assistance programs under Executive Order 12549, Debarment and Suspension.
Contractor and its subcontractors shall include a statement of compliance with Federal and State
Debarment and suspension regulations in all Third-party contracts.
7.1.3 Contractor shall notify NCTCOG if Contractor or any of the Contractor’s sub-contractors
becomes debarred or suspended during the performance of this Agreement. Debarment or
suspension of the Contractor or any of Contractor’s sub-contractors may result in immediate
termination of this Agreement.
7.1.4 Contractor and its employees and sub-contractors have all necessary qualifications, licenses,
permits, and/or registrations to perform the Services in accordance with the terms and conditions
of this Agreement, and at all times during the Term, all such qualifications, licenses, permits,
and/or registrations shall be current and in good standing.
7.1.5 Contractor shall, and shall cause its representatives to, comply with all municipal, state, and
federal laws, rules, and regulations applicable to the performance of the Contractor’s obligations
under this Agreement.
ARTICLE VIII
CONFIDENTIAL INFORMATION AND OWNERSHIP
8.1 Confidential Information. Contractor acknowledges that any information it or its employees, agents,
or subcontractors obtain regarding the operation of NCTCOG or Participating Entities, its products,
services, policies, customer, personnel, and other aspect of its operation (“Confidential Information”)
is proprietary and confidential, and shall not be revealed, sold, exchanged, traded, or disclosed to any
person, company, or other entity during the period of the Contractor’s retention hereunder or at any
time thereafter without the express written permission of NCTCOG or Participating Entity.
Notwithstanding anything in this Agreement to the contrary, Contractor shall have no obligation of
confidentiality with respect to information that (i) is or becomes part of the public domain through no
act or omission of Contractor; (ii) was in Contractor’s lawful possession prior to the disclosure and had
not been obtained by Contractor either directly or indirectly from the NCTCOG or Participating Entity;
(iii) is lawfully disclosed to Contractor by a third party without restriction on disclosure; (iv) is
independently developed by Contractor without use of or reference to the NCTCOG’s Participating
Entity's Confidential Information; or (v) is required to be disclosed by law or judicial, arbitral or
governmental order or process, provided Contractor gives the NCTCOG or Participating Entity prompt
written notice of such requirement to permit the NCTCOG or Participating Entity to seek a protective
order or other appropriate relief. Contractor acknowledges that NCTCOG and Participating Entities
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must strictly comply with applicable public information laws, in responding to any request for public
information. This obligation supersedes any conflicting provisions of this Agreement.
8.2 Ownership. No title or ownership rights to any applicable software are transferred to the NCTCOG by
this agreement. The Contractor and its suppliers retain all right, title and interest, including all copyright
and intellectual property rights, in and to, the software (as an independent work and as an underlying
work serving as a basis for any improvements, modifications, derivative works, and applications
NCTCOG may develop), and all copies thereof. All final documents, data, reports, information, or
materials are and shall at all times be and remain, upon payment of Contractor’s invoices therefore, the
property of NCTCOG or Participating Entity and shall not be subject to any restriction or limitation on
their future use by, or on behalf of, NCTCOG or Participating Entity, except otherwise provided herein.
Subject to the foregoing exception, if at any time demand be made by NCTCOG or Participating Entity
for any documentation related to this Agreement and/or applicable Purchase Orders for the NCTCOG
and/or any Participating Entity, whether after termination of this Agreement of otherwise, the same
shall be turned over to NCTCOG without delay, and in no event later than thirty (30) days after such
demand is made. Contractor shall have the right to retain copies of documentation, and other items for
its archives. If for any reason the foregoing Agreement regarding the ownership of documentation is
determined to be unenforceable, either in whole or in part, the Contractor hereby assigns and agrees to
assign to NCTCOG all rights, title, and interest that the Contractor may have or at any time acquire in
said documentation and other materials, provided that the Contractor has been paid the aforesaid.
ARTICLE IX
GENERAL PROVISIONS
9.1 Notices. All notices from one Party to another Party regarding this Agreement shall be in writing and
delivered to the addresses shown below:
If to NCTCOG: North Central Texas Council of Governments
P.O. Box 5888
Arlington, TX 76005-5888
Attn: Craigan Johnson
(817) 695-9186
cjohnson@nctcog.org
If to Contractor: Procore Technologies, Inc.
ATTN: Chief Legal Officer
6309 Carpinteria Ave
Carpinteria, CA 93013
866-477-6267
legalnotice@procore.com
The above contact information may be modified without requiring an amendment to the Agreement.
9.2 Tax. NCTCOG and several participating entities are exempt from Texas limited sales, federal excise
and use tax, and does not pay tax on purchase, rental, or lease of tangible personal property for the
organization’s use. A tax exemption certificate will be issued upon request.
9.3 Indemnification. Contractor shall defend, indemnify, and hold harmless NCTCOG and Participating
Entities, NCTCOG’s affiliates, and any of their respective directors, officers, employees, agents,
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subcontractors, successors, and assigns from any and all suits, actions, claims, demands, judgments,
liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees and court costs)
(collectively, “Losses”) arising out of or relating to: (i) Services performed and carried out pursuant to
this Agreement; (ii) breach of any obligation, warranty, or representation in this Agreement, (iii) the
negligence or willful misconduct of Contractor and/or its employees or subcontractors; or (iv) any
infringement, misappropriation, or violation by Contractor and/or its employees or subcontractors of
any right of a third party; provided, however, that Contractor shall have no obligation to defend,
indemnify, or hold harmless to the extent any Losses are the result of NCTCOG’s or Participating
Entities’ gross negligence or willful misconduct.
9.4 Limitation of Liability. In no event shall either party be liable for special, consequential, incidental,
indirect or punitive loss, damages or expenses arising out of or relating to this Agreement, whether
arising from a breach of contract or warranty, or arising in tort, strict liability, by statute or otherwise,
even if it has been advised of their possible existence or if such loss, damages or expenses were
reasonably foreseeable.
Notwithstanding any provision hereof to the contrary, neither party’s liability shall be limited by this
Article with respect to claims arising from breach of any confidentiality obligation, arising from such
party’s infringement of the other party’s intellectual property rights, covered by any express indemnity
obligation of such party hereunder, arising from or with respect to injuries to persons or damages to
tangible property, or arising out of the gross negligence or willful misconduct of the party or its
employees.
9.5 Insurance. At all times during the term of this Agreement, Contractor shall procure, pay for, and
maintain, with approved insurance carriers, the minimum insurance requirements set forth below,
unless otherwise agreed in a Purchase Order between Contractor and Participating Entities. Further,
Contractor shall require all contractors and sub-contractors performing work for which the same
liabilities may apply under this Agreement to do likewise. All subcontractors performing work for
which the same liabilities may apply under this contract shall be required to do likewise. Contractor
may cause the insurance to be effected in whole or in part by the contractors or sub-contractors under
their contracts. NCTCOG reserves the right to waive or modify insurance requirements at its sole
discretion.
9.5.1 Workers’ Compensation: Statutory limits and employer’s liability of $100,000 for each
accident or disease.
9.5.2 Commercial General Liability:
9.5.2.1 Required Limits:
$1,000,000 per occurrence;
$2,000,000 Annual Aggregate
9.5.2.2 Commercial General Liability policy shall include:
9.5.2.2.1 Coverage A: Bodily injury and property damage;
9.5.2.2.2 Coverage B: Personal and Advertising Injury liability;
9.5.2.2.3 Coverage C: Medical Payments;
9.5.2.2.4 Products: Completed Operations;
9.5.2.2.5 Fire Legal Liability;
9.5.2.3 Policy coverage must be on an “occurrence” basis using CGL forms as approved
by the Texas State Board of Insurance.
9.5.3 Business Auto Liability: Coverage shall be provided for all owned hired, and non-owned
vehicles. Required Limit: $1,000,000 combined single limit each accident.
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9.5.4 Professional Errors and Omissions liability:
9.5.4.1 Required Limits:
$1,000,000 Each Claim
$1,000,000 Annual Aggregate
9.6 Conflict of Interest. During the term of this Agreement, and all extensions hereto and for a period
of one (1) year thereafter, neither party, shall, without the prior written consent of the other, directly
or indirectly, whether for its own account or with any other persons or entity whatsoever, employ,
solicit to employ or endeavor to entice away any person who is employed by the other party.
9.7 Force Majeure. It is expressly understood and agreed by both parties to this Agreement that, if the
performance of any provision of this Agreement is delayed by force majeure, defined as reason of
war, civil commotion, act of God, governmental restriction, regulation or interference, fire,
explosion, hurricane, flood, failure of transportation, court injunction, or any circumstances which
are reasonably beyond the control of the party obligated or permitted under the terms of this
Agreement to do or perform the same, regardless of whether any such circumstance is similar to any
of those enumerated herein, the party so obligated or permitted shall be excused from doing or
performing the same during such period of delay, so that the period of time applicable to such
requirement shall be extended for a period of time equal to the period of time such party was
delayed. Each party must inform the other in writing within a reasonable time of the existence of
such force majeure.
9.8 Ability to Perform. Contractor agrees promptly to inform NCTCOG of any event or change in
circumstances which may reasonably be expected to negatively affect the Contractor’s ability to
perform its obligations under this Agreement in the manner contemplated by the parties.
9.9 Availability of Funding. This Agreement and all claims, suits, or obligations arising under or
related to this Agreement are subject to and limited by the receipt and availability of funds which
are received from the Participating Entities by NCTCOG dedicated for the purposes of this
Agreement.
9.10 Governing Law. This Agreement will be governed by and construed in accordance with the laws
of the State of Texas, United States of America. The mandatory and exclusive venue for the
adjudication or resolution of any dispute arising out of this Agreement shall be in Tarrant County,
Texas.
9.11 Waiver. Failure by either party to insist on strict adherence to any one or more of the terms or
conditions of this Agreement, or on one or more occasions, will not be construed as a waiver, nor
deprive that party of the right to require strict compliance with the same thereafter.
9.12 Entire Agreement. This Agreement and any attachments/addendums, as provided herein,
constitutes the entire agreement of the parties and supersedes all other agreements, discussions,
representations or understandings between the parties with respect to the subject matter hereof. No
amendments hereto, or waivers or releases of obligations hereunder, shall be effective unless agreed
to in writing by the parties hereto.
9.13 Assignment. This Agreement may not be assigned by either Party without the prior written consent
of the other Party.
9.14 Severability. In the event any one or more of the provisions contained in this Agreement shall for
any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality,
or unenforceability shall not affect any other provision(s) hereof, and this Agreement shall be
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revised so as to cure such invalid, illegal, or unenforceable provision(s) to carry out as near as
possible the original intents of the Parties.
9.15 Amendments. This Agreement may be amended only by a written amendment executed by both
Parties, except that any alterations, additions, or deletions to the terms of this Agreement, which are
required by changes in Federal and State law or regulations or required by the funding source, are
automatically incorporated into this Agreement without written amendment hereto and shall become
effective on the date designated by such law or regulation.
9.16 Dispute Resolution. The parties to this Agreement agree to the extent possible and not in
contravention of any applicable State or Federal law or procedure established for dispute resolution,
to attempt to resolve any dispute between them regarding this Agreement informally through
voluntary mediation, arbitration or any other local dispute mediation process, including but not
limited to dispute resolution policies of NCTCOG, before resorting to litigation.
9.17 Publicity. Contractor shall not issue any press release or make any statement to the media with
respect to this Agreement or the services provided hereunder without the prior written consent of
NCTCOG.
9.18 Survival. Rights and obligations under this Agreement which by their nature should survive will
remain in effect after termination or expiration hereof.
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ARTICLE X
ADDITIONAL REQUIREMENTS
10.1 Equal Employment Opportunity. Contractor shall not discriminate against any employee or
applicant for employment because of race, religion, color, sex, sexual orientation, gender identity,
or national origin. Contractor shall take affirmative actions to ensure that applicants are employed,
and that employees are treated, during their employment, without regard to their race, religion, color,
sex, sexual orientation, gender identity, or national origin. Such actions shall include, but not be
limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms of compensation; and selection for
training, including apprenticeship.
10.2 Davis-Bacon Act. Contractor agrees to comply with all applicable provisions of 40 USC § 3141 –
3148.
10.3 Contract Work Hours and Selection Standards. Contractor agrees to comply with all applicable
provisions of 40 USC § 3701 – 3708 to the extent this Agreement indicates any employment of
mechanics or laborers.
10.4 Rights to Invention Made Under Contract or Agreement. Contractor agrees to comply with all
applicable provisions of 37 CFR Part 401.
10.5 Clean Air Act, Federal Water Pollution Control Act, and Energy Policy Conservation Act.
Contractor agrees to comply with all applicable provisions of the Clean Air Act under 42 USC §
7401 – 7671, the Energy Federal Water Pollution Control Act 33 USC § 1251 – 1387, and the Energy
Policy Conservation Act under 42 USC § 6201.
10.6 Debarment/Suspension. Contractor is prohibited from making any award or permitting any award
at any tier to any party which is debarred or suspended or otherwise excluded from or ineligible for
participation in federal assistance programs under Executive Order 12549, Debarment and
Suspension. Contractor and its subcontractors shall comply with the Certification Requirements for
Recipients of Grants and Cooperative Agreements Regarding Debarments and Suspensions.
10.7 Restrictions on Lobbying. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that
apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies
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 non-Federal
award.
10.8 Procurement of Recovered Materials. Contractor agrees to comply with all applicable provisions
of 2 CFR §200.322.
10.9 Drug-Free Workplace. Contractor shall provide a drug free work place in compliance with the
Drug Free Work Place Act of 1988.
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10.10 Texas Corporate Franchise Tax Certification. Pursuant to Article 2.45, Texas Business
Corporation Act, state agencies may not contract with for profit corporations that are delinquent
in making state franchise tax payments.
10.11 Civil Rights Compliance
Compliance with Regulations: Contractor will comply with the Acts and the Regulations relative to
Nondiscrimination in Federally-assisted programs of the U.S. Department of Transportation
(USDOT), the Federal Highway Administration (FHWA), as they may be amended from time to
time, which are herein incorporated by reference and made part of this agreement.
Nondiscrimination: Contractor, with regard to the work performed by it during the contract, will not
discriminate on the grounds of race, color, sex, or national origin in the selection and retention of
subcontractors, including procurement of materials and leases of equipment. Contractor will not
participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations,
including employment practices when the contract covers any activity, project, or program set forth
in Appendix B of 45 CFR Part 21.
Solicitations for Subcontracts, Including Procurement of Materials and Equipment: In all
solicitations either by competitive bidding or negotiation made by Contractor for work to be
performed under a subcontract, including procurement of materials or leases of equipment, each
potential subcontractor or supplier will be notified by Contractor of obligations under this contract
and the Acts and Regulations relative to Nondiscrimination on the grounds of race, color, sex, or
national origin.
Information and Reports: Contractor will provide all information and reports required by the Acts,
the Regulations, and directives issued pursuant thereto, and will permit access to its books, records,
accounts, other sources of information, and facilities as may be determined by the State or the
FHWA to be pertinent to ascertain compliance with such Acts, Regulations or directives. Where any
information required of Contractor is in the exclusive possession of another who fails or refuses to
furnish this information, Contractor will so certify to NCTCOG, the Texas Department of
Transportation (“the State”) or the Federal Highway Administration, as appropriate, and will set
forth what efforts it has made to obtain the information.
Sanctions for Noncompliance: In the event of Contractor’s noncompliance with the
Nondiscrimination provisions of this Agreement, NCTCOG will impose such sanctions as it or the
State or the FHWA may determine to be appropriate, including, but not limited to: withholding of
payments to the Contractor under this Agreement until the Contractor compiles and/or cancelling,
terminating or suspension of this Agreement, in whole or in part.
Incorporation of Provisions: Contractor will include the provisions of the paragraphs listed above,
in this section 10.11, in every subcontract, including procurement of materials and leases of
equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto.
Contractor will take such action with respect to any subcontract or procurement as NCTCOG, the
State, or the FHWA may direct as a means of enforcing such provisions including sanctions for
noncompliance. Provided, that if Contractor becomes involved in, or is threatened with, litigation
with a subcontractor or supplier because of such direction, Contractor may request the State to enter
into such litigation to protect the interests of the State. In addition, Contractor may request the United
States to enter into such litigation to protect the interests of the United States.
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10.12 Disadvantaged Business Enterprise Program Requirements
Contractor shall not discriminate on the basis of race, color, national origin, or sex in the award and
performance of any U.S. Department of Transportation (DOT)-assisted contract or in the
administration of its DBE program or the requirements of 49 CFR Part 26. Contractor shall take all
necessary and reasonable steps under 49 CFR Part 26 to ensure non-discrimination in award and
administration of DOT-assisted contracts. Each sub-award or sub-contract must include the
following assurance: The Contractor, sub-recipient, or sub-contractor shall not discriminate on the
basis of race, color, national origin, or sex in the performance of this Agreement. The Contractor
shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-
assisted contracts. Failure by the Contractor to carry out these requirements is a material breach
of this agreement, which may result in the termination of this agreement or such other remedy as
the recipient deems appropriate.
10.13 Pertinent Non-Discrimination Authorities
During the performance of this Agreement, Contractor, for itself, its assignees, and successors in
interest agree to comply with the following nondiscrimination statutes and authorities; including but
not limited to:
a. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis of race, color, national origin); and 49 CFR Part 21.
b. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42
U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been
acquired because of Federal or Federal-aid programs and projects).
c. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), as amended, (prohibits
discrimination on the basis of sex).
d. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.) as amended, (prohibits
discrimination on the basis of disability); and 49 CFR Part 27.
e. The Age Discrimination Act of 1975, as amended, (49 U.S.C. § 6101 et seq.), (prohibits
discrimination on the basis of age).
f. Airport and Airway Improvement Act of 1982, (49 U.S.C. Chapter 471, Section 47123), as
amended, (prohibits discrimination based on race, creed, color, national origin, or sex).
g. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and
applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975
and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms
“programs or activities” to include all of the programs or activities of the Federal-aid recipients,
subrecipients and contractors, whether such programs or activities are Federally funded or not).
h. Titles II and III of the Americans with Disabilities Act, which prohibits discrimination on the
basis of disability in the operation of public entities, public and private transportation systems,
places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as
implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38.
i. The Federal Aviation Administration’s Nondiscrimination statute (49 U.S.C. § 47123) (prohibits
discrimination on the basis of race, color, national origin, and sex).
j. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low-Income Populations, which ensures nondiscrimination against minority
populations by discouraging programs, policies, and activities with disproportionately high and
adverse human health or environmental effects on minority and low-income populations.
k. Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes
discrimination because of limited English proficiency (LEP). To ensure compliance with Title
VI, the parties must take reasonable steps to ensure that LEP persons have meaningful access to
the programs (70 Fed. Reg. at 74087 to 74100).
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i. Title IX of the Education Amendments of 1972, as amended, which prohibits the parties from
discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq.).
10.14 Ineligibility to Receive State Grants or Loans, or Receive Payment on State Contracts
In accordance with Section 231.006 of the Texas Family Code, a child support obligor who is more
than thirty (30) days delinquent in paying child support and a business entity in which the obligor is
a sole proprietor, partner, shareholder, or owner with an ownership interest of at least twenty-five
(25) percent is not eligible to:
a. Receive payments from state funds under a contract to provide property, materials or
services; or
b. Receive a state-funded grant or loan.
By signing this Agreement, the Contractor certifies compliance with this provision.
10.15 House Bill 89 Certification
If contractor is required to make a certification pursuant to Section 2270.002 of the Texas
Government Code, contractor certifies that contractor does not boycott Israel and will not boycott
Israel during the term of the contract resulting from this solicitation. If contractor does not make
that certification, contractor state in the space below why the certification is not required.
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
10.16 Certification Regarding Disclosure of Conflict of Interest.
The undersigned certifies that, to the best of his or her knowledge or belief, that:
“No employee of the contractor, no member of the contractor’s governing board or body, and no
person who exercises any functions or responsibilities in the review or approval of the undertaking
or carrying out of this contract shall participate in any decision relating to this contract which
affects his/her personal pecuniary interest.
Executives and employees of contractor shall be particularly aware of the varying degrees of
influence that can be exerted by personal friends and associates and, in administering the contract,
shall exercise due diligence to avoid situations which give rise to an assertion that favorable
treatment is being granted to friends and associates. When it is in the public interest for the
contractor to conduct business with a friend or associate of an executive or employee of the
contractor, an elected official in the area or a member of the North Central Texas Council of
Governments, a permanent record of the transaction shall be retained.
Any executive or employee of the contractor, an elected official in the area or a member of the
NCTCOG, shall not solicit or accept money or any other consideration from a third person, for the
performance of an act reimbursed in whole or part by contractor or Department. Supplies, tools,
materials, equipment or services purchased with contract funds shall be used solely for purposes
allowed under this contract. No member of the NCTCOG shall cast a vote on the provision of
services by that member (or any organization which that member represents) or vote on any matter
which would provide a direct or indirect financial benefit to the member or any business or
organization which the member directly represents”.
No officer, employee or paid consultant of the contractor is a member of the NCTCOG.
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No officer, manager or paid consultant of the contractor is married to a member of the NCTCOG.
No member of NCTCOG directly owns, controls or has interest in the contractor.
The contractor has disclosed any interest, fact, or circumstance that does or may present a potential
conflict of interest.
No member of the NCTCOG receives compensation from the contractor for lobbying activities as
defined in Chapter 305 of the Texas Government Code.
Should the contractor fail to abide by the foregoing covenants and affirmations regarding conflict of
interest, the contractor shall not be entitled to the recovery of any costs or expenses incurred in relation
to the contract and shall immediately refund to the North Central Texas Council of Governments any
fees or expenses that may have been paid under this contract and shall further be liable for any other
costs incurred or damages sustained by the NCTCOG as it relates to this contract.
10.17 Certification of Fair Business Practices
That the submitter affirms that the submitter has not been found guilty of unfair business practices in
a judicial or state agency administrative proceeding during the preceding year. The submitter further
affirms that no officer of the submitter has served as an officer of any company found guilty of unfair
business practices in a judicial or state agency administrative during the preceding year.
10.18 Certification of Good Standing Texas Corporate Franchise Tax Certification
Pursuant to Article 2.45, Texas Business Corporation Act, state agencies may not contract with for
profit corporations that are delinquent in making state franchise tax payments. The undersigned
authorized representative of the corporation making the offer herein certified that the following
indicated Proposal is true and correct and that the undersigned understands that making a false Proposal
is a material breach of contract and is grounds for contract cancellation.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Procore Technologies, Inc. North Central Texas Council of
Governments
___________________________________
Signature Date Signature Date
Michael Eastland
Executive Director
Printed Name
DocuSign Envelope ID: 66152CA7-9744-43AF-8D51-F2484D0D8E3A
09/01/20
Dennis Lyandres
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9/3/2020
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Attachment I
Pricing for SHARE
For Software as a Service (SaaS) Products for Electronic Invoicing and Reporting, Contractor
shall provide a discount (Percentage) off their catalog of services, or pricelist for participating
SHARE Entities. This allows for implementation of the services specified by the RFP, and other
business/financial management applications and related services, based upon the size and needs of each
SHARE Entity.
Respondent agrees to offer _______% of discount off of Catalog or Pricelist for all types of software as a
service products, web-based enterprise applications, or cloud-based operations management software with
a delivery model that is provided on a subscription bases and hosted by software provider.
Name of Catalog or Pricelist:
_____________________________________________________________
Exceptions to the discount, if any:
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
RFP 2020-064 Electronic Invoicing and Reporting Resources
Responding Firm: ________________________________________
Printed Name/Title of
Authorized Officer: ________________________________________
Signature: _________________________________________________
3.275
Procore Technologies
Additional discounts can be applied with larger volume purchases and co-branding oppurtuneties.
DocuSign Envelope ID: 66152CA7-9744-43AF-8D51-F2484D0D8E3A
Chief Revenue OfficerDennis Lyandres
Procore Technologies, Inc.
DocuSign Envelope ID: 2FAA69A4-1A53-4578-ACE6-F4F7AEDAC3CB