HomeMy WebLinkAboutContract 59303CSC No. 59303
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between Safesite, Inc.
("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of
precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A — Seller's Quote, Scope of Services or Purchase Order;
3. Exhibit B — Cooperative Agency Contract (e.g., NJPA, DIR, BuyBoard); and
4. Exhibit C — Conflict of Interest Questionnaire
Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the
terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto.
City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the
provisions of this Agreement. Total payment made under this Agreement for the first year by City shall not exceed
Fifty Thousand Dollars ($50,000.00). Vendor shall not provide any additional items or services or bill for
expenses incurred for City not specified by this Agreement unless City requests and approves in writing the
additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by
this Agreement unless City first approves such expenses in writing.
The term of this Agreement is effective beginning on the date signed by the Assistant City Manager
below ("Effective Date") and ending on January 31, 2024 with no remaining options to renew.
Vendor agrees that City shall, until the expiration of three (3) years after final payment under this
Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the
right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but
not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional
cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with
the provisions of this section. City shall give Vendor reasonable advance notice of intended audits.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have
been delivered when (1) hand -delivered to the other parry, its agents, employees, servants or representatives, (2)
delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by
United States Mail, registered, return receipt requested, addressed as follows:
To CITY:
To VENDOR:
Safesite, Inc.
City of Fort Worth
Jeff Roberts
Attn: Dana Burghdoff, Assistant City Manager
General Manager
200 Texas Street
Fort Worth, TX 76102-6314
Address:
Facsimile: (817) 392-8654
9505 Johnny Morris Road
Austin, TX 78724
With copy to Fort Worth City Attorney's Office at
same address Facsimile: 512-926-3928
Email: austin(asafesite.cc
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Cooperative Purchase Agreement Between the City of Fort Worth and Safesite, Inc.
Page 1 of 60
The undersigned represents and warrants tha he or she has the power and authority to execute this Agreemen
and bind the respective Vendor.
CITY OF FORT WORTH:
KM
Date:
Dana BUYGIMdoAc
Dana Burghdoff (Ap 8, 202312:30 CDT)
Name: Dana Burghdoff
Title: Assistant City Manager
APPROVAL RECOMMENDED:
RM
V � .,Cia4,us
Name: Jannette Goodall
Title: City Secretary
ATTEST:
p o�Fonr�°o
°ago =0a
pPp* ao 00 *�a
a°nantez osaa
Name: Jannette Goodall
Title: City Secretary
VENDOR:
Safesite, Inc.
Digitally signed by Jeff Roberts
Jeff Roberts Date: 21023.042016:48:30
By: 05,00,
Name: Jeff Roberts
Title: General Manager
Date:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
Jayson McClendon (Apr 26, 2023 08:54 CDT)
Name: Jayson McClendon
Title: Records Analyst
APPROVED AS TO FORM AND LEGALITY:
By:�j t�4 AW4
Name: Jeremy Anato-Mensah
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Cooperative Purchase Agreement Between the City of Fort Worth and Safesite, Inc.
Page 2 of 60
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TEXAS COMPTROLLER OF PUBLIC ACCOUNTS
STATEWIDE PROCUREMENT DIVISION
REQUEST FOR PROPOSALS
RECORDS STORAGE SERVICES
RFP No. 304T-17-962M4
NIGP CLASS ITEM(s)
958-82
962-27
SCHEDULE OF EVENTS
ESBD Posting Date
August 18, 2017
Questions Submission Deadline Date
August 25, 2017
Response to Questions through Addendum Date
Or as soon thereafter as practical
August 25, 2017
PROPOSAL RESPONSE DUE DATE
September 8, 2017
PROPOSAL RESPONSE DUE TIME
1:30 prn Central Time in Austin TX
**NOTE** This RFP is composed of two parts: (1) Part A: Special Instructions, (including
attachments and appendices, if any) and (2) Part B: General Instructions and Contract Terms and
Conditions (including attachments and appendices, if any). In the event an instruction or term in Part A
conflicts with an instruction or term in Part B, the instruction or term in Part A prevails, and any
addenda or amendments to either Part A or Part B control over the original versions.
Cooperative Purchase Agreement Between the City of Fort Worth and Safesite, Inc. RFP No. 304T- I 8-962M4
02/ I6/2017 Page 8 of 60 Page Al
PART A: SPECIAL INSTRUC'II IONS
Table of Contents
A.1 DEFINITIONS.........................................................................................................................................................
4
A.2 DESCRIPTION........................................................................................................................................................4
A.3 TERM OF THE CONTRACT................................................................................................................................
5
A.4 PRICING.................................................................................................................................................................. 5
A.4.1 PRICING STRUCTURE — FIRM PRICE WITH ESCALATION ...................................................................................5
A.5 PRICE ADJUSTMENTS........................................................................................................................................ 6
A.5.1 PRICE DECREASES OR DISCOUNT INCREASES....................................................................................................
6
A.5.2 PRICE INCREASE CALCULATION.........................................................................................................................
6
A.5.3 PRICE INCREASE REQUESTS...................................................................................................................................
7
A.6 INSURANCE............................................................................................................................................................ 7
A.7 SCOPE OF SERVICES AND REQUIREMENTS................................................................................................
9
A.7.1 RECORDS FACILITY ADMINISTRATION..................................................................................................................
9
A.7.2 RECORD STORAGE FACILITY REQUIREMENTS.....................................................................................................
10
A.7.3 RECORDS STORAGE VAULTS...............................................................................................................................
11
A.7.4 RECORDS STORAGE SERVICES.............................................................................................................................
12
A.7.5 SECURITY AND PROTECTION OF RECORDS...........................................................................................................
13
A.7.6 CUSTOMER RESPONSIBILITIES .............................................................................................................................
13
A.7.7 CONTRACTOR RESPONSIBILITIES FOR CUSTOMER RECORDS...............................................................................
14
A.7.8 PERMANENT REMOVAL OF RECORDS BY THE CUSTOMER: ..................................................................................
14
A.7.9 DATABASE AND WEB -BASED PORTAL FOR CUSTOMER ACCOUNTS....................................................................
15
A.7.10 OPEN SHELVING: ............................. I ...................................................................................................................
16
A.7.11 STORAGE BOXES/CONTAINERS.........................................................................................................................
16
A.7.12 DESTRUCTION/SHREDDING SERVICES FOR EXISTING RECORDS.....................................................................
16
A.7.13 QUANTITIES.........................................................................................................................................................16
A.8 PURCHASE ORDERS AND INVOICES............................................................................................................17
A.8.1 PURCHASE ORDERS.............................................................................................................................................
17
A.8.2 EXPEDITED PAYMENT DISCOUNTS......................................................................................................................
17
A.8.3 MONTHLY INVOICE/STATEMENT AND PAYMENTS...............................................................................................
17
A.8.4 CUSTOMER PAYMENTS........................................................................................................................................
17
A.9 PROPOSAL INFORMATION.............................................................................................................................17
A.9.1 SCHEDULE OF EVENTS.........................................................................................................................................
17
A.9.2 SOLICITATION AMENDMENTS..............................................................................................................................
18
A.9.3 QUESTIONS..........................................................................................................................................................18
A.9.4 POINT-OF-CONTACT............................................................................................................................................18
A.9.5 DOCUMENTS AND ATTACHMENTS INCLUDED WITH THIS RFP.............................................................................
19
A.10 HUB SUBCONTRACTING PLAN —REFERENCE PART B; SECTION B.2.5............................................
19
A.11 DISCLOSURE OF INTERESTED PARTIES....................................................................................................19
A.12 EVALUATION OF PROPOSALS.......................................................................................................................
20
A.12.1 EVALUATION CRITERIA.......................................................................................................................................
20
A.12.2 RESPONDENT'S PAST PERFORMANCE..................................................................................................................
21
A.13 AWARD PROCESS...............................................................................................................................................
21
A.13.1 AWARD NOTICE.................................................................................................................................................. 21
A.14 ORGANIZATION OF THE PROPOSAL FOR SUBMISSION........................................................................ 22
A.14.1
CONFIDENTIAL/PROPRIETARY INFORMATION......................................................................................................
22
A.14.2
EXECUTION OF PROPOSAL— ATTACHMENT A.....................................................................................................
22
A.14.3
RESPONDENT INFORMATION —ATTACHMENT B..................................................................................................
22
A.14.4
PREFERENCES — ATTACHMENT C........................................................................................................................
23
Cooperative Purchase Agreement Between the City of Fort Worth and Safesite, Inc. RFP No. 304T- I 8-962M4
02/ 16/2U 17 Page 9 of 60
Page A3
A.14.5 MANDATORY PRICE SHEET................................................................................................................................. 23
A.14.6 ASSUMPTIONS AND EXCEPTIONS......................................................................................................................... 23
A.14.7 CONFLICT OF INTEREST DISCLOSURE.................................................................................................................. 23
A.14.8 INSURANCE.......................................................................................................................................................... 24
A.14.9 CONTRACTOR PERSONNEL.................................................................................................................................. 24
A.14.10 WRITTEN RESPONSE TO REQUIREMENTS............................................................................................................. 24
A. RECORD STORAGE FACILITY(S)........................................................................................................................... 24
B. SECURITY AND PROTECTION OF RECORDS........................................................................................................... 24
C. DATABASE AND PORTAL FOR CUSTOMER ACCOUNTS......................................................................................... 24
A.14.1 1 ABILITY TO PERFORM AND FINANCIAL RESOURCES............................................................................................ 24
A.14.12 SIGNED ADDENDA TO RFP.................................................................................................................................. 25
A.15 SUBMITTING THE PROPOSAL TO CPA........................................................................................................ 25
A.15.1 ELECTRONIC SUBMISSION................................................................................................................................... 25
A.l 5.2 HARD COPY SUBMISSION.................................................................................................................................... 26
A.1 DEFINITIONS
When capitalized, the following terms and acronyms have the meaning set forth below. All other terms
have the meaning set forth in Merriam-Webster's Collegiate® Dictionary, Eleventh Edition. These
definitions also apply to Part B of this RFP.
TERM
DEFINITION
Contract
Any Contract(s) resulting from this solicitation, consisting of the Contract
documentation as provided in Section B.3.4.
Contractor
The Respondent(s) awarded a Contract as a result of the RFP.
CPA
The Texas Comptroller of Public Accounts, the state agency issuing this
solicitation.
Customer
State of Texas agencies, institutions of higher education, and cooperative
purchasing members, including CPA, that are required or permitted by law to
purchase goods and services under contracts established by CPA. The
requirements and eligibility of any given state agency, institution of higher
education, or other entity to purchase goods and services under Contracts
established by CPA are subject to exceptions, restrictions, and change in
accordance with applicable current or subsequent law and regulation.
ESBD
The Electronic State Business Daily, which is available online at
http://esbd.cl2a.state.tx.us/, is the portal utilized for posting the solicitation
packages in accordance with Texas Government Code § 2155.083 and 34 Texas
Administrative Code §20.114 and applies to all purchases exceeding $25,000
regardless of source of funds used for the procurement.
or Parties
Either CPA or Respondent, separately or collectively.
-Party
The Response submitted to CPA as a result of this solicitation.
-Proposal
Respondent
Any person or vendor who submits a Proposal in response to this solicitation.
Unless the context clearly indicates otherwise, all terms and conditions of this
Contract that refer to Respondent apply with equal force to Contractor.
RFP
Request for Proposals, which is the type of solicitation embodied in this
document.
USPS
United States Postal Service
A.2 DESCRIPTION
The Statewide Procurement Division (SPD), a division of the Texas Comptroller of Public Accounts
(CPA), an agency of the State of Texas requests sealed Proposals to establish a Contract for Record
Storage Services.
Cooperative Purchase Agreement Between the City of Fort Worth and Safesite, Inc.
02/16/2017 Page 10 of 60 RFP No. 304T- I 8-962M4
Page A4
Potential Customers for the Contract but not limited to:
Employees' Retirement System
Department of State Health Services
Department of Family and Protective Services
Health and Human Services Commission
Office of the Attorney General
Texas Department of Motor Vehicles
Texas Department of Criminal Justice
Texas Education Agency
Texas Medical Board
Texas Workforce Commission
Members of the CPA Cooperative Purchasing Program
Higher Education Entities
A.3 TERM OF THE CONTRACT
The initial term of this Contract commences upon the issuance of a Notice of Award by CPA and
automatically expires on January 31, 2019.
Three one-year periods for renewal will be at CPA's sole option.
1st Renewal Option: February 1, 2019 through January 31, 2020
2nd Renewal Option: February 1, 2020 through January 31, 2021
3rd Renewal Option: February 1, 2021 through January 31, 2022
CPA, in its sole discretion, may extend the Contract for six months following the last period of renewal
or for such additional time as the Comptroller deems necessary to secure and transition to a new
contract.
AA PRICING
Proposed prices or discounts offered to the State may be considered the Respondent's most favored
Customer pricing. In the event that Contractor offers or provides a decrease in price or an increase in
discount to its Customers for the same commodities or services, under the same terms and conditions,
provided for the State of Texas pursuant to its Contract, Contractor shall provide the same decrease in
price or increase in discount for the State of Texas. CPA recommends that Contractor provide any
price decrease or discount increase voluntarily.
A.4.1 Pricing Structure — Firm Price with Escalation
Prices offered, as part of the Respondent's Proposal, to the State shall be firm, fixed prices. Once a
Contract is awarded, the pricing shall be constant for all Customers. Pricing may only change in
accordance with the Price Adjustments provision of the Contract. In the event a Contractor offers or
provides a lower price to a specific Customer(s) for the same commodities or services, under the same
terms and conditions, provided for the State of Texas pursuant to its Contract, the Contractor shall
provide the same lower price to all Customers.
Pricing shall remain firm during the initial term of the Contract with escalation in accordance with
Section A.5.2.
Reference the Mandatory Price Sheet
Unit prices shall represent prices that include all RFP requirements for each Texas Zone that the
Respondent can serve.
Cooperative Purchase Agreement Between the City of Fort Worth and Safesite, Inc.
02/ I G/2017 RFP No. 304T-! 8-
Page 11 of 60 age A5
Page AS
Note: The Contractor will be allowed, at Customer's approval, to store records in a facility outside of
the Customer's zone.
The Texas Zone Map can be accessed at:
https://www.compttroller.texas. goy/purchasing/contracts/regions.php
A.5 PRICE ADJUSTMENTS
A.5.1 Price Decreases or Discount Increases
Contractors are required to immediately implement any price decrease or discount increase that may
become available. Contractor shall notify CPA in writing so that CPA may update the Contract.
Contractors should send notification of price decreases or discount increases by e-mail to:
spd cmo(a),cpa.texas.gov
Or mail to:
Texas Comptroller of Public Accounts
Attn: Statewide Contract Management (SCM)
PO Box 13186
Austin, TX 78711-3186
A.5.2 Price Increase Calculation
Prices may be adjusted annually at time of renewal or at the sole discretion of CPA throughout the
term of the Contract upwardly or downwardly when correlated with the index as specified below and
as published by the Bureau of Labor Statistics (BLS), Region VI, Washington, DC 20212.
Notwithstanding the foregoing, CPA may in its sole discretion, consider a request for price adjustment
based on factors other than the PPI as long as such request is supported by documentation satisfactory
to CPA.
BLS website: http://data.bls.gov/c ig bin/srgate
Consumer Price Index:
CUUROOOOSAO All items in U.S. city average, all urban consumers, not seasonally adjusted,
Note: Once at website enter the index number in the Series ID box and click Next and "Retrieve Data."
When using the most recent monthly information from the index, the following applies:
A = Index from the month of the due date for Proposals of this RFP, OR
The effective date/month of the last approved price increase
B = Current or latest baseline index
The allowable percent change shall be calculated as follows:
B-A - A x 100% = Percent of allowable price increase
The Contractor may offer price decreases in excess of the allowable percent change at anytime during
the term of the contract.
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A.5.3 Price Increase Requests
Contractor shall provide supporting documentation to justify all price increase requests. Any request
submitted by a Contractor that fails to use the formula as indicated in Section A.5.2 for calculating a
price increase will not be considered a complete, properly submitted price increase request.
Additionally, any request submitted by a Contractor that fails to provide supporting documentation will
not be considered a complete, properly submitted price increase request.
Statewide Contract Management (SCM) reserves the right to accept, reject, or negotiate increases
within 20 calendar days after receipt of a complete, properly submitted request. The Contractor will
receive written notification from SCM documenting action taken, to include effective dates when
appropriate.
If a complete, properly submitted price increase request is rejected, the Contractor may request
cancellation from the Contract of the items for which price increase was rejected by submitting a
written cancellation request to SCM. CPA has the sole option to approve or reject all item cancellation
requests, and to determine a reasonable effective date for new pricing.
Purchase orders issued by the Customer dated prior and up to the effective date of approval or
cancellation, as applicable, shall be honored at the price reflected on the order.
Price increase requests and cancellation requests under this section should be sent by e-mail to:
sspd cmonaLpa.texas.gov
Or mail to:
Comptroller of Public Accounts
Attn: Statewide Contract Management (SCM)
PO Box 13186
Austin, TX 78711-3186
A.6 INSURANCE
In its Proposal, Respondent shall provide a statement of its intent to obtain and maintain for the term of
the Contract (and any renewal periods or additional extensions) the minimum insurance coverage
specified. Respondent should also describe other insurance coverage maintained by Respondent in the
ordinary course of business and provide proof of same in its Proposal. Proof of insurance and bond
coverage may be provided in the form of current certificates of insurance.
The awarded Contractor is required, within five business days of Notice of Award, to provide CPA
with current certificates of insurance or other proof acceptable to CPA. Failure to submit acceptable
proof of insurance within such time period may result in CPA's revocation of the award. Contractor
will maintain the required insurance during the initial term and any renewal period exercised.
Contractor is responsible for ensuring its subcontractors' compliance with all requirements.
Minimum Required Amounts of Insurance Coverage
Type of Insurance
Each Occurrence/Aggregate
Workers' Compensation
Statutory Limits
Employer's Liability
Bodily Injury by Accident
Bodily Injury by Disease
$1,000,000 Each Accident
$1,000,000 Each Employee
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Bodily Injury by Disease
$1,000,000 Policy Limit
Commercial General Liability
Bodily Injury and Property Damage
(occurrence based)
$1,000,000 Each Occurrence Limit
$2,000,000 Aggregate Limit
$2,000,000 Products/Completed
Operations Aggregate Limit
$1,000,000 Personal Injury and
Advertising Liability
$50,000 Damage to Premises Rented
Automobile Liability
$500,000 Combined Single Limit (for
All Owned, Hired and Non -Owned Vehicles
each accident)
Umbrella/Excess Liability
$1,000,000 Per Occurrence
Additional Insurance
Additional insurance may be required
by Customer depending on Customer's
particular circumstances. Customer will
identify this insurance when placing a
Purchase Order.
All required insurance coverage shall be issued from a company or companies with a Financial
Strength Rating of "A" or better from A.M. Best Company, Inc.
All insurance policies for required coverage shall be issued by companies authorized to do business
under the laws of the State of Texas and in a form satisfactory to CPA. All required insurance contracts
shall:
1. be written on a primary and non-contributory basis with any other insurance coverages
Respondent currently has in place; and
2. include a Waiver of Subrogation Clause.
All certificates of insurance for required coverage other than workers compensation and professional
liability shall name the Texas Comptroller of Public Accounts as additional insureds.
Contractor shall:
(1) provide written documentation to Statewide Contract Management (SCM) by e-mail at
spd cmo(a,cpa.texas. gov and by U.S. First Class Mail to Comptroller of Public Accounts,
Attn: Statewide Contract Management (SCM), P.O. Box 13186, Austin, TX 78711-3186 at
least 30 calendar days prior to any cancellation, non -renewal, or material change of a
required policy;
(2) ensure all insurance policies and certificates of insurance for required coverage are written
to include all products, services, and locations related to Contractor's performance under
the Contract; and
3. deliver all renewal policies at least ten calendar days prior to any expiration of a required
policy to SCM by e-mail at spd cmo Lpa.texas.gov and by U.S. First Class Mail to
Comptroller of Public Accounts, Attn: Statewide Contract Management (SCM), P.O. Box
13186, Austin, TX 78711-3186. All renewal policies and corresponding certificates of
insurance shall meet all terms set forth in the Contract.
Contractor shall ensure that all provisions of the Contract concerning liability, duty, and standard of
care, together with the indemnification provision, are underwritten by contractual liability coverage
sufficient to include such Contractor's obligations under the Contract.
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A.7 SCOPE OF SERVICES AND REQUIREMENTS
Services provided shall include, but are not limited to, the requirements contained herein. Services set
forth that contain the words "must" or "shall" are mandatory and must be provided as specified with no
alteration, modification, or exception. CPA reserves the right to waive minor technicalities.
In its Proposal, Respondent shall include detailed descriptions and explain how their Proposal best
meets or exceeds the following minimum requirements which are non-negotiable, excluding Section
A.7.6 (Customer Responsibilities) and A.7.15 (Quantities).
A.7.1 Records Facility Administration
a. Customers will have right of prior approval of the Contractor's storage facility for Customer's
records. Contractor may store records in a facility in a Texas zone which is closest to the
Customer and upon approval by the Customer.
b. Customer Delivery and Pickup:
1. The Customer will have the authority to deliver or pickup their records. They may use
agency vehicles or a 3rd party transportation company to and from their location.
2. The Contractor will not be held responsible for the security of records in the possession of
the Customer's personnel or the Customer's 3rd party carrier.
c. Hours of Operation:
Monday through Friday (excluding State of Texas observed holidays) from 8:OOAM to 5:OOPM
Central Time.
d. Subcontractors:
If applicable, CPA shall approve all subcontracts. Subcontractors shall maintain the same
terms and conditions as outlined in this RFP. If a Respondent plans to use subcontractors in the
performance of part of its proposed services, a completed HUB Subcontracting Plan (HSP)
must be submitted with Respondent's proposal.
e. Facility Closures or Contract Termination:
1. In the event that the records center facility closes or the Contract is terminated by CPA, the
selected Contractor shall provide each customer with the specifics of their automated
system used for backing up data.
2. The Contractor will ensure that all Customer records are accounted for.
3. The Contractor shall make the records available and provide access for each Customer to
retrieve their records by their personnel or by their 3rd party transportation Contractor.
4. The Contractor shall provide the Customer with a comprehensive report of their records.
5. At the request of CPA, the Contractor shall provide a comprehensive report of all
Customers records stored in the facility.
f. Abolished Agency/Customer:
l . Legal ownership of the records of a Customer whose organization/agency is abolished shall
be transferred as provided by law.
2. The Contractor shall take action to transfer the records, within their database, to the entity
taking ownership.
3. The new entity shall be granted full access to the records and will provide guidance to the
Contractor of actions to be taken for the records.
g. Internal Revenue Service Publication 1075:
1. Agencies that are required to comply with Internal Revenue Service, Publication 1075, Tax
Information Security Guidelines for Federal, State and Local Agencies, Safeguards for
Protecting Federal Tax Returns and Return Information revised 9/30/2016, will have the
option to request that the Contractor provide office space for Customer's employees.
The publication can be accessed at: https://www.irs.gov/pub/irs-pdf'p1075.pdf
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2. The Customer's employee will be responsible for the intake of all the agency's records
received by the Records Center, monitor records activity and witness the destruction of
agency's records, as required.
3. Minimum requirements for the space includes:
a) Minimum Size: 10 feet x 10 feet
b) Telecommunication lines for phone
c) Personal computer with access to the Customer's account for records management.
A.7.2 Record Storage Facility Requirements
a. Respondent shall provide a listing, with its Proposal, of the locations of the facilities they
operate that meet the requirements of this RFP.
b. Climate Controlled:
1. The facility shall be climate controlled 24 hours per day, 365 days per year.
2. Humidity will be controlled through the operation of the air conditioning units within the
facility.
c. Accession and Retrieval Areas
1. The facility shall have separate staging areas for:
a) Records accession;
b) Records retrieval; and
c) Record disposition to ensure that records are not accidentally destroyed.
d. Eating, drinking and smoking shall be prohibited in the records storage facility and all areas
where records are maintained and handled.
e. Pest Control and Management:
1. Contractor shall consult with pest control specialists for maintenance and prevention of pest
infestation.
2. Exterior of storage facility shall be adequately sealed to prevent pests from entering the
building.
3. All holes or openings shall be closed with steel wool and caulking compound.
4. Intake vents for air conditioning shall be screened.
5. Trash containers shall be located at a sufficient distance from the entrances to the building.
f. Fire Resistance:
1. The facility shall meet the standards of National Fire Protection Association (NFPA) 232:
Standard for the Protection of Records, Current Edition 2017.
2. The facility shall be a fire -resistive building; i.e., constructed of concrete or steel and whose
structural members are composed of non-combustible materials.
3. Fire Alarm System:
a) The facility shall have a fire alarm system that complies with NFPA 72: National Fire
Alarm and Signaling Code, 2016 Edition.
b) The fire alarm system shall have a central station service or electronic fire monitoring
system capable of notifying the local municipal fire department serving the location of
the facility 24 hours per day, 365 days per year.
c) The facility shall have a fire alarm system which shall be operable from either manual
boxes, sprinkler water -flow or any automatic fire detectors and arranged to indicate the
area of initiation.
4. The facility shall have two-hour fire barrier rating
5. Stack shelving should not have any dead-end aisles (International Code Council (ICC)
Performance Code for Buildings and Facilities)
6. Sprinkler System:
Sprinkler systems shall be installed in accordance with NFPA 13: Standard for the
Installation of Sprinkler Systems, Current Edition 2017 for the following areas:
• All record storage areas
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• Loading docks
• Corridors
• Offices
• Service areas or
• Other space within the general record storage area
g. The record storage areas shall not be used for activities, equipment or supplies unrelated to
records management functions.
h. In its Proposal, the Respondent shall submit information related to the layout and security of
their facility(s) which includes demonstration of adherence to all applicable fire safety
standards common in the industry in accordance with NFPA.
i. CPA or Customer Inspections:
1. The visual inspections of any facility may be performed and the Contractor's processes
audited for compliance with contract requirements.
2. CPA or Customer will provide Contractor advance notice of 72 hours for visual inspections.
3. Contract deviations will be documented via a Contractor performance report.
4. Contractor will have five (5) days to respond to the CPA or Customer with written plan for
taking corrective action.
A.7.3 Records Storage Vaults
a. Requirements
1. Magnetic media and microforms may be stored in the same vault but shall not be mixed and
stored in the same container in accordance with the Texas Administrative Code, Title 13,
Part 1, Chapter 6, Subchapter B, Rule §6.22, Adopted National Standards.
2.
The facility shall have separate vaults for the storage of magnetic media and microforms.
3.
Vault walls made of masonry concrete shall contain a vapor barrier.
4.
Vaults shall follow recommendations for fire -resistive file rooms outlined in National Fire
Protection Association (NFPA) 232: Standard for the Protection of Records, Current
Edition 2017
5.
Housing Components:
a) The finish on housing materials used in storage vaults such as shelving shall be durable
and not contribute deleterious effects to the stored media.
b) Magnetic media or microforms shall not be stored on surfaces that have been painted or
lacquered within three months prior to storage or on surfaces with finishes containing
chlorinated or highly plasticized resins.
C� b. Additional
Requirements for Microform Vault:
1.
Microform Vaults or storage rooms shall comply with Texas Administrative Code, Title 13,
Part 1, Chapter 6, Subchapter B, Rule §6.26, Storage of Original Microfilm.
2.
Microform Vaults shall store ONLY silver -gelatin type film that meets the requirements of
ISO/FDIS 18901:2010 which establishes the specifications for photographic films intended
for the storage of records.
3.
Microforms shall be stored in microform cabinets specifically designed for the storage of
microforms.
4.
Individual protective containers used in the microform storage vaults shall be made of non-
corrosive metal, plastic, or acid -free paper.
5.
Microform Vault shall be separate from other types of storage, offices, or work areas and
offers protection from fire, water, steam, structural collapse, unauthorized access, and other
potential hazards.
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6. Microform Vault shall be equipped with a fire alarm system and capable of preventing
temperatures inside from exceeding 150 degrees Fahrenheit and the relative humidity from
exceeding 85% for up to two hours in the event of a fire external to the storage room/vault.
7. Microform Vault shall be equipped with a fire suppression system and with automatic fire
control dampers in ducts carrying air to and from the storage room/vault
8. For State agencies, all containers shall be labeled per the microfilming standards as listed in
Texas Administrative Code, Title 13, Part 1, Chapter 6, Subchapter 13, Rule §6.26, (3)
Container label information
9. For Microfilm retention of less than 10 Years, the Microform Vault shall be maintained at a
maximum temperature not to exceed 70 Degrees Fahrenheit and a constant relative
humidity of 35% shall be maintained with a maximum variance of plus/minus 5.0% relative
humidity in a 24-hour period. Periodic inspections may be made by CPA or a Customer or
designee to ensure these temperatures and humidity requirements are being maintained.
10. For Microfilm retention of 10 Years or more, the vault shall be maintained at a maximum
temperature not to exceed 77 Degrees Fahrenheit and a relative humidity range between
20% and 50% shall be maintained with a maximum variance of plus/minus 5.0% relative
humidity in a 24-hour period. Periodic inspections may be made by CPA or a Customer or
designee to ensure these temperatures and humidity requirements are being maintained.
11. Inspection Logs:
A mechanical graph and/or a manual inspection log shall be maintained indicating
temperature and humidity at time of inspection.
c. Additional Requirements for Magnetic Media Vault:
1. Magnetic Media Vault Shall be maintained at a temperature range of 65-75 Degrees
Fahrenheit and a relative humidity of 30-50%. Periodic inspections may be made by CPA
or a Customer or designee to ensure these temperatures and humidity requirements are
being maintained.
2. An inspection log shall be maintained indicating temperature and humidity at time of
inspection.
A.7.4 Records Storage Services
The Contractor(s) shall be capable of providing the following services and requirements:
a. Storage of records in a variety of media.
b. Each Customer will be responsible for establishing their storage procedures and guidelines.
c. The Contractor shall allow for the storage of shrink wrapped and palletized material at the
request of the Customer.
d. Customer Records Management Officer (RMO)
Each Customer will provide the Contractor with the name and contact information for the
personnel responsible for coordinating the services and their requirements for the records
placed in storage.
a. Services will permit a Customer to determine records storage, accession, access, retrieval, and
disposition in accordance with each Customer's policies and procedures.
b. Increase the efficiency of the Customer's records management program to include, but is not
limited to:
1. Provide specific labels as required by the Contractor for storage containers to be used by
the Customer at no additional cost.
2. Use of automated forms to transmit storage data
3. Monthly reporting of records activity to customer offices
4. Access to retention/control schedule data for customers
5. Access to records center systems for Customer records management staff
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A.7.5 Security and Protection of Records.
a. Confidential Information shall be protected from being used in a manner other than the
authorized purpose or by other than an authorized user. All boxes stored by the Contractor
tinder a Contract resulting from this RFP shall remain sealed at all times. If at any time, the
Contractor accesses the content of any of Customers' boxes, the Contractor will be liable
for damages and the Contract will be subject to immediate termination for cause.
b. Confidential Information will only be disclosed to a minimum extent necessary to
accomplish the authorized purpose.
c. Safeguards shall be implemented and maintained administratively, physically and
technically to preserve and maintain the confidentiality, integrity and availability of the
confidential information.
d. Provide all necessary assistance for the determination of appropriate protection of hard
copy paper records, non-magnetic media, microform magnetic media, CD's, MP3's,
DICOM and other miscellaneous items as needed.
e. Shall maintain accurate and complete information related to each Customer's records.
f. Records shall be sufficiently cataloged, accessioned and described to that repositories can
identify missing items.
g. There should be an effective method of recording the issue and return of records so that
their location is always known.
h. Access to storage areas should be restricted to Contractor's staff, Customer's authorized
personnel and the number of staff allowed access to the storage area should be kept to a
minimum.
i. Disaster Recovery Plan (DRP)
Proposals must include a Disaster Recovery Plan (DRP) with, at a minimum, the following
elements:
1. An overview of the DRP, which is included as part of Respondent's Safety & Security
Program Overview document, shall cover the following:
i. An explanation of how operations will be resumed in case of a disaster;
ii. Alternate facilities/sites to be used during this recovery process;
iii. Contact lists inclusive of emergency phone numbers and email addresses at those
alternate facilities/sites; and
iv. Specifics of the automated system used for backing up data.
A Respondent's failure to provide an overview of its DRP may result in disqualification of
Proposal.
A.7.6 Customer Responsibilities
a. The Customer will assign a Records Management Officer (RMO)
b. Provide the Contractor with a list of authorized personnel to access records inclusive of
delivery companies authorized by the Customer.
c. The Customer will provide a delivery and pickup address or mail code address on their
Purchase Order(s).
d. Coordinate the schedule for pick up and/or delivery locations, dates and time.
e. The Customer will contact the Contractor for on -site review of records and will provide the
data for the records to be retrieved to include, but not limited to:
1. The access codes for the box(es)
2. A description of the records (if needed)
3. Identification of the personnel requesting the record(s)
f. The RMO or designee may choose to provide storage transmittal approval forms in paper and
the Contractor shall verify the Customer's designated staff approval and signature prior to
removing the boxes from the Customer's premises.
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g. For each pickup and delivery, all transmittal records shall have the Customer's RMO or
designee signature and the Contractor's delivery personnel signature.
h. The RMO or designee shall be contacted prior to the Contractor rejecting any records for
storage.
i. The RMO or designee shall be responsible for sealing each box prior to requesting pickup. The
boxes shall remain sealed throughout the delivery and filing at the records storage facility by
the Contractor.
A.7.7 Contractor Responsibilities for Customer Records
a. Pickup and Delivery:
l . Contractor vehicles shall be enclosed type for transporting of records.
2. The Contractor shall provide pickup and delivery of records within the designated Texas
Zone or as offered by the Contractor.
3. Records will be picked up during normal business hours, 8:OOAM to 5:OOPM Central Time,
Monday through Friday.
4. The Contractor will pick up an initial volume of sealed boxes from the Customer described
as New Accounts — Initial Storage Balance on the Mandatory Price Sheet. The State
anticipates that the Contractor will provide a volume discount for the initial storage balance.
5. Delivery or Pickup Schedule:
1) 100 Boxes or Less: The Contractor shall provide pickup and delivery within three
(3) business days from the Customer's request.
2) 100 Boxes or More: The Contractor and the Customer will coordinate and agree
upon a delivery or pickup schedule.
3) Rush Pickup or Delivery:
Reference Mandatory Price Sheet — Lines 9-11
As requested by the Customer for expedited delivery, the Contractor shall retrieve
and deliver boxes.
a) Request made by 3:OOPM shall be delivered within three (3) hours of the request
b) Request made after 3:OOPM shall be delivered the next day by 11:00 am.
Important: No additional fees may be charged outside of the fees entered on the
Mandatory Price Sheet, Lines 9-11 for business hours or after hours.
4) The Contractor shall allow Customer staff or their Yd party to pick up from and
deliver records to the facility and charge only the processing fees for refiling, intake
of new files and data entry.
Reference Mandatory Price Sheet:
Line4 New Accounts Delivered by Customer
Line 6 Add Records to Existing Account Delivered by Customer.
j. Customer Access to Records
1. The Contractor shall provide a room on -site for Customer use to access to their records.
2. The Contractor shall provide access to a photocopier for the Customer to use.
3. The Contractor will allow Customer's authorized personnel to review their records on -site.
A.7.8 Permanent Removal of Records by the Customer:
a. The Contractor shall allow for records to be retained permanently by the Customer at their
request.
b. The Customer is responsible for notifying the Contractor, at the time of request that the
records will not be returned for record keeping.
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c. The monthly recurring storage fees shall be pro -rated to account for the records withdrawn
permanently by the Customer.
d. The Contractor shall make the necessary updates regarding the records to the automated
record keeping system to reflect permanent removal and adjustments to recurring fees.
e. Charges for Permanent Removal:
1. Line 12 Mandatory Price Sheet - Contractor Delivery:
The only charges allowed are as outlined in the Mandatory Price Sheet for the
processing of the records and delivery to the Customer. No additional fees may be
charged.
2. Line 13 Mandatory Price Sheet - Customer Pickup:
The only charges allowed are as outlined in the Mandatory Price Sheet for the
processing and make ready of the records for the Customer's pickup. No additional fees
may be charged.
3. Monthly recurring fees shall be stopped on the date of delivery by the Contractor or
pickup by the Customer and final invoices shall be pro -rated to correspond with those
dates.
A.7.9 Database and Web -Based Portal for Customer Accounts
a. The Contractor shall maintain records of each customer's records in a secure, internet based
records and management system that permits Customer access, at no additional cost to CPA
or Customer, to their inventory of physical records, electronic records and their storage
account information.
b. The system shall be kept up to date by updating daily to reflect current transactions.
c. The Customers shall have access, using a sign -on ID and password, to their account for
"look up" or "read only" access to review transactions and their records inventory.
d. The system shall track records of each customer by intake, delivery or disposition.
e. The Contractor's record keeping system shall have the capability to make changes or
revisions to Customers' inventory and this will apply to all stored records. Retention period
changes can only be made by the Customer's Records Management Officer or designee.
f. The Contractor shall maintain an index of records on -site and a duplicate or master set off -
site.
g. The Contractor shall provide a copy of the Customer's index to each Customer's Records
Management Officer or designee as requested.
h. The Respondent shall provide with their proposal a description of the system used for
tracking Customer records and the ability to provide sign -on access for the Customer.
a) This may include the option for a Customer to enter their own data into the record
keeping system or have the Contractor enter the data.
i. Each customer may determine what information is maintained that may consist of some or
all of the following data:
l . Customer name;
2. Customer -defined office location;
3. Contact personnel and telephone number;
4. Customer -defined region or unit number;
5. Unique record series number;
6. Unique identifier for each box;
7. Total number of boxes in each pickup or delivery;
8. Dates of pickup and delivery;
9. Records series title;
10. Retention period for records;
11. Security status of all records to be considered confidential;
12. Disposition date
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13. Size or Type of boxes/containers
A.7.10 Open Shelving:
a. Open shelving shall be used to store records in standard records storage boxes (15 inches x
12 inches x 10 inches), non-standard boxes, oversized drawings and maps in roll plan
containers, and stable electronic media such as optical media, CD-ROM, COLD, WORM
disk, DICOM, magneto optical and other media without special environment storage
requirements.
A.7.11 Storage Boxes/Containers
a. The Customer shall provide their records in the appropriate storage boxes or containers.
State agencies shall purchase storage boxes available through the State set -a -side programs,
Texas Correctional Industries or TIBH or existing CPA Term Contracts.
b. Replacement Boxes offered by the Contractor:
Reference Mandatory Price Sheet, Lines 22-24
The Contractor may offer the purchase of boxes for the replacement of damaged or torn boxes
c. The box to be replaced must remain sealed until such time as the Customer can replace, repack
and re -seal the new box.
d. Customer Options:
1. Customer replaces the box from the their own stock, repacks, seals and labels.
2. Purchase box from the Contractor, repack, seal and label
3. Request the Contractor to refile which will be included in the unit price of the box.
e. This cannot be used for the purchase of all storage needs of a Customer and is limited only to
replacement of existing boxes already in storage.
A.7.12 Destruction/Shredding Services for Existing Records
Exception: State agency Customers are required to utilize the document destruction services available
through TIBH. If TIBH cannot provide the services in the area of the storage facility where the
Customer's records are housed, the Customer may utilize the services under the Contract.
a. The Contractor shall be able to shred paper and non -paper documents at the request and
authority of the Customer for their existing records in storage.
b. Charges for this service are limited to the fees entered on the Mandatory Price Sheet, Lines 20-
21. Additional permanent withdrawal fees will not be charged for this service.
c. The Contractor shall document and update the Customer's account with the disposition of the
records that are shredded at the Customer's request and authority.
d. The Customer shall be provided access to the facility to witness the shredding/destruction
services.
e. Record types applicable to on -site shredding services at the request of the Customer are:
• Paper files
• Folders
Bound paper products
Non -paper products such as CD's, DVD's, MP3's
A.7.13 Quantities
CPA does not guarantee a specific volume to be purchased throughout the term of the Contract. No
minimum compensation to the Contractor is guaranteed. Quantities indicated for each item in the
Mandatory Price Sheet are estimates only and are based upon previous usage for a one-year period.
These estimates should not be construed as a minimum or a maximum quantity that Customers may
order.
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A.8 PURCHASE ORDERS AND INVOICES
A.8.1 Purchase Orders
To utilize the Contract pricing, Customers will issue purchase orders referencing the number for the
CPA Managed Contract.
Contractor agrees not to deliver goods or services awarded under this IFB until issuance of a Purchase
Order by Customer.
A.8.2 Expedited Payment Discounts
Reference Part B, General Instructions and Contract Terms and Conditions, Section 13.5.3 Invoicing
and Payment Requirements.
Payment terms for the State of Texas are typically 30 days. Respondents may provide their additional
discount extended to each invoice on Attachment B — Respondent Information form.
A.8.3 Monthly Invoice/Statement and Payments
The compensation under this Contract shall be for the postage discount from the USPS based on
current published USPS postage prices.
Contractor shall provide their invoicing procedures to the request the Customer
a. Monthly Invoice/Statement
1. Contractor shall establish a unique invoice account for each Customer and include points of
contact, phone numbers, e-mail account and physical and invoice addresses.
1 Contractor shall invoice the Customer on a monthly basis
a) Minimum Amount: $5.00
b)j Monthly Invoice shall include, but not limited to:
• Customer Account Number
• Customer Purchase Order Number
• Invoice Number
• Detailed transactions and amounts
A.8.4 Customer Payments
1. Invoices will be processed as outlined in Part B, Section 13.5.5
2. Disputed invoices will be processed in accordance with Part B, Section A.5.4
3. Any issue not resolved may be filed against the Contractor as a complaint
A.9 PROPOSAL INFORMATION
A.9.1 Schedule of Events
Respondent shall submit its Proposal to CPA in accordance with the due date and time indicated in the
schedule on the cover page.
CPA reserves the right to revise this schedule or any portion of this RFP by published Addendum on
the ESBD.
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A.9.2 Solicitation Amendments
CPA will post any amendment to this solicitation as an addendum on the ESBD which will include
answers to questions. Interested parties are responsible for periodically checking the ESBD for updates
to the RFP prior to submitting a Proposal. Respondent's failure to check the ESBD will in no way
release the awarded Contractor(s) from the requirements of "addenda or additional information" nor
will any resulting additional costs to meet the requirements be allowed after award(s).
Respondent shall acknowledge each RFP addendum by returning a signed copy of the addendum
with its Proposal.
A.9.3 Questions
Respondents shall send all questions regarding this RFP to the CPA Point -of -Contact identified in
Section A.9.4 by the due date indicated in the Schedule of Events on the cover page. Failure to comply
with this requirement may result in disqualification of a Proposal.
Respondents shall reference the appropriate RFP page and section number in their questions, and shall
submit them by the deadline set forth in on the cover page. However, CPA, in its sole discretion, may
respond to questions received after the deadline. CPA's responses to questions will be posted to the
ESBD. CPA reserves the right to amend answers prior to the Proposal submission deadline.
Respondents shall notify CPA of any ambiguity, conflict, discrepancy, exclusionary specification,
omission, or other error in the RFP in the manner required and by the deadline for submitting
questions. If a Respondent fails to notify CPA of such issues, Respondent submits its Proposal at its
own risk, and if awarded a Contract: (1) waives any claim of error or ambiguity in the RFP or resulting
Contract, (2) will not contest CPA's interpretation of such provision(s), and (3) is not entitled to
additional compensation, relief, or time by reason of ambiguity, error, or later correction.
A.9.4 Point -of -Contact
Respondents shall direct all inquiries and communications concerning this RFP to the Point -of -Contact
listed below.
Respondents may not contact other CPA or agency personnel regarding this RFP, except as
permitted by the CPA Point -of -Contact.
Failure to comply with these requirements and communications with anyone other than the
Point -of -Contact may result in disqualification of a Proposal.
Respondents may not use this e-mail address for submission of a Proposal. Follow the
instructions outlined in Sections A.17 and A.18 for proper submission.
CPA Point of Contact
Dee Dorsey, CTPM
Manager, Statewide Contract Development
512-475-2459
E-mail: dee.dorsey@cpa.texas.gov
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After award of any Contract resulting from this RFP, all requests for Contract changes and all
communications relating to the Contract will be processed through Statewide Contract Management as
referenced in Section A.5.3.
Or by mail to:
Texas Comptroller of Public Accounts
Attn: Statewide Contract Management (SCM)
PO Box 13186
Austin, TX 78711-3186
A.9.5 Documents and Attachments Included with this RFP
The RFP package also includes the following Documents and Attachments.
Documents and Attachments
1.
Mandatory Price Sheet (to be returned in format requested)
2.
Part A: Special Instructions (This Document)
3.
Part B: General Instructions and Contract Terms and Conditions
4.
Execution of Proposal and Assurances (with Certification) — Attachment A
Respondent Information — Attachment B
Preferences — Attachment C
A.10 HUB SUBCONTRACTING PLAN — REFERENCE PART B; SECTION B.2.5
A HUB Subcontracting Plan (HSP) is not required for this solicitation. Although CPA has not
identified probable subcontracting opportunities for this contract, Respondents are highly encouraged
to consider any and all subcontracting opportunities for which Historically Underutilized Businesses
(HUBS) may compete. Respondents should self -report HUB subcontracting using the form or another
format.
Please access the CPA HUB Program website at:
http•//comptroller texas gov/procurement/prog/hub/hub-subcontracting-plan/
For assistance with the HSP, obtaining HUB lists if web access is not possible, or for further
explanation of the CPA HUB program, please contact:
Laura Cagle-Hinojosa
512-463-4583
Laura. Ca lg eHinojosa(a,cpa.texas.gov
A.11 DISCLOSURE OF INTERESTED PARTIES
If CPA determines that Section 2252.908 of the Texas Government Code may apply to any contract
awarded as a result of this solicitation, CPA will advise the potential awardee of its obligation to
disclose interested parties to the Texas Ethics Commission (TEC) and CPA as specified in the statute.
To execute a contract with CPA, the potential awardee shall submit the required disclosures to TEC by
completing TEC Form 1295, Certificate of Interested Parties.
TEC Form 1295 is an online form available at TEC's website:
https://www.ethics.state.tx.us/whatsnew/elf info forml295.htm
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Upon completion, the potential awardee shall submit the form online to TEC and then print the
completed form that includes the Certificate Number automatically assigned by TEC. Potential
awardee's authorized agent shall sign the printed form, have the form notarized, and submit the form to
CPA. The address for submission will be provided to the potential awardee(s).
If the potential awardee does not timely submit a completed and signed, TEC Form 1295 to CPA, CPA
is prohibited by law from executing a contract, even if the potential awardee is otherwise eligible for
award. CPA may award the contract to the next successful Respondent, who will then be subject to this
procedure.
A.12 EVALUATION OF PROPOSALS
CPA reserves the right to award Contract(s) without any negotiations and reserves the right to not
make awards.
Respondent is strongly encouraged to provide its best price in its Proposal because CPA makes no
guarantee that there will be any opportunity to negotiate or provide alternative pricing at any point
during the RFP process. CPA may seek additional information and solicit BAFOs from those
proposers determined to be in in the competitive range.
Proposals will be evaluated by CPA employees and by other non -CPA employees who may be invited
to assist as evaluators.
A.12.1 Evaluation Criteria
CPA will consider best value for the State as directed by Texas Government Code §2156.007 when
awarding a Contract to a Respondent.
Only Proposals that meet the minimum requirements as set forth in the RFP will be reviewed and
scored according to the evaluation criteria set out below:
Evaluation Criteria:
Points
1
Respondent's Proposed Pricing
40
2
Record Storage Facility
10
3
Security and Protection of Records
25
4
Database and Web -based Portal for Customer Accounts
10
5
Respondent's Experience with Similar Contracts and Ability to Perform Services
15
Total
100
CPA reserves the right to conduct studies and other investigations as necessary to evaluate any
Proposal.
Submission of Proposals confers no legal rights upon any Respondent. CPA will determine whether
negotiations or Best and Final Offers are necessary and may invite selected Respondents to provide
oral presentations of their Proposals.
CPA, in its sole discretion, may amend or modify any provisions of this RFP, or withdraw this RFP at
any time prior to award of a contract. CPA reserves the right, in its sole discretion, to reject any or all
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Proposals or to select one or more qualified Respondents to this RFP without discussion of proposals
with the respective Respondents.
The decision of CPA, or its designee with regard to the above, shall be administratively final. CPA, in
its sole discretion, may waive administrative deficiencies and/or minor technicalities in proposals
received.
CPA will not disclose any information regarding sealed Proposals to the public prior to Contract
award.
Respondents shall submit requests for Proposal documentation and information, after award, to the
CPA Open Records Division at: open. recordsAcpa.texas.gov
A.12.2 Respondent's Past Performance
Respondent's past performance will be measured based upon pass/fail criteria, in compliance with
applicable provisions of Sections 2155.074, 2155.075, 2156.007, 2157.003, and 2157.125 of the Texas
Government Code. Respondents may fail this selection criterion for any of the following reasons:
• A grade of less than C or Legacy Unsatisfactory in the Vendor Performance System
• Currently under a Corrective Action Plan through the CPA
• Having repeated negative Vendor Performance Reports for the same reason
• Having a record of repeated non -responsiveness to Vendor Performance issues
• Having purchase orders that have been cancelled in the previous 12 months for non-
performance (late delivery, etc.).
Contractor performance information is located on the CPA web site at:
https:Hcomptroller texas gov/purchasing//proarams/vendor-performance-tracking/
CPA may conduct reference checks with other entities regarding past performance. In addition to
evaluating performance through the Vendor Performance Tracking System (as authorized by 34 Texas
Administrative Code §20.108), CPA may examine other sources of vendor performance including, but
not limited to, notices of termination, cure notices, assessments of liquidated damages, litigation, audit
reports and non -renewals of contracts. Such sources of vendor performance may include any
governmental entity, whether an agency or political subdivision of the State of Texas, another state, or
the Federal government. Further, CPA may initiate such examinations of vendor performance based
upon media reports. Any such investigations shall be at the sole discretion of CPA, and any negative
findings, as determined by CPA, may result in non -award to Respondent.
A.13 AWARD PROCESS
A.13.1 Award Notice
If a contract is awarded under this RFP, CPA will issue a notice of award to the successful Respondent.
However, there is no guarantee that an award or any contract will result from this solicitation.
An award will be made to one Respondent based on all line items.
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A.14 ORGANIZATION OF THE PROPOSAL FOR SUBMISSION
The Proposal shall include all information required in this RFP and shall be in the format described in
this document. Each Respondent is solely responsible for thoroughly understanding the RFP and its
attachments, exhibits, and forms. Any questions concerning this RFP should be directed to the Point of
Contact by the Deadline for Submitting Questions identified in Part A. Each Respondent is cautioned
to pay particular attention to the clarity and completeness of its Proposal. Each Respondent is solely
responsible for its Proposal and all documentation submitted.
A Proposal constitutes a binding offer by the Respondent. CPA will disqualify any Proposal to this
RFP that includes any type of disclaimer or other statement indicating that the Proposal does not
constitute a binding offer.
Respondent shall be as precise, accurate, and succinct as possible. Respondent shall provide detailed
descriptions of how they will fulfill each requirement. Evaluators may consider the clarity and
completeness of a Proposal.
A.14.1 Confidential/Proprietary Information
If Respondent asserts that any material in the Proposal is confidential or proprietary information,
Respondent shall clearly mark the applicable pages of Respondent's submission in boldface type to
indicate each claim of confidentiality and include the words "confidential" at the top of the page.
Additionally, Respondent shall include a statement on company letterhead identifying all Proposal
section(s) and specific page(s) that have been marked as confidential and explain why the information
is marked as confidential and excepted from public disclosure under the provisions of the Texas Public
Information Act (the Act). Merely making a blanket claim that the entire Proposal is protected from
disclosure because it contains some proprietary information is not acceptable, and will make the entire
Proposal subject to release under the Act.
Reference Section B.2.7 of Part B of this RFP.
By submitting a Proposal, each Respondent agrees to reproduction by the State of Texas, CPA, and
Customers, without cost or liability, of any copyrighted portions of Respondent's Proposal or other
information submitted by Respondent to comply with any Legislative Budget Board reporting
requirements or other reporting requirements mandated by law.
By submitting a Proposal, Respondent agrees that its pricing and other related information is not
confidential or proprietary in nature. Respondent consents to the following: (1) publication of such
information on the CPA, Statewide Procurement Division, Purchasing website pages, if necessary
under an award; (2) CPA giving such information to a third party in response to a valid request under
the Act; and (3) CPA publishing such information if otherwise authorized or required by law.
A.14.2 Execution of Proposal — Attachment A
Respondent is required to complete, sign, and submit the Execution of Proposal — Attachment A.
Failure to complete, sign, and submit this form with Respondent's Proposal will disqualify the
Proposal.
A.14.3 Respondent Information — Attachment B
Respondent shall provide all requested information on this form and submit the form with
Respondent's Proposal.
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A.14.4 Preferences — Attachment C
Respondents are encouraged to carefully review this attachment and complete as applicable. CPA will
give preferences as required by law.
A.14.5 Mandatory Price Sheet
Respondent shall complete the Mandatory Price Sheet and return with Proposal in the format
requested. CPA will reiect Proposals received without the Mandatory Price Sheet as a material
failure to comply with the requirements of this RFP.
A.14.6 Assumptions and Exceptions
No assumptions should be included in a Proposal. All issues or questions that might be advanced or
addressed by way of assumption should be submitted to CPA pursuant to Section A.9.3. The inclusion
of assumptions in a Proposal may result in a Respondent not being awarded a contract.
Respondents are encouraged, in lieu of including exceptions in their Proposals, to address all issues
that might be advanced by way of exception by submitting such issues to CPA pursuant to Section
A.9.3. Any exception included in a Proposal may result in a Respondent not being awarded a Contract.
However, if a Respondent includes exceptions in its Proposal, the Respondent shall clearly identify
each exception it takes, noting the specific RFP section number, section title, detailed description of
exception taken, and Respondent's proposed language advanced in lieu of the language to which
exception is taken. If there are no exceptions, the Respondent should explicitly state in its
Proposal that the Respondent takes no exception to any part of this RFP.
CPA, as a state agency, is prevented by the Texas Constitution from indemnifying vendors. The
Respondent is discouraged from including a term in its Proposal that requires CPA to indemnify it.
Such a term may result in the Proposal being deemed non -responsive.
On company letterhead or in a Microsoft Excel@R spreadsheet submitted with Respondent's Proposal,
the Respondent shall identify exceptions using the following format:
Section
Section Title
Exception
Proposed
Language
Any exception that does not provide all information required (e.g., the specific RFP section
number, section title, detailed description of exception taken, and Respondent's proposed
language advanced in lieu of the language to which exception is taken) in the format set forth
above will be rejected without consideration.
A.14.7 Conflict of Interest Disclosure
By signing the Execution of Proposal, Respondent affirms that the execution of an agreement between
Respondent and the State will not create a conflict of interest or cause an appearance of a conflict of
interest. In its Proposal, Respondent is instructed to disclose any existing or potential conflicts of
interest or possible issues that might create appearances of impropriety relative to Respondent's (and
its proposed subcontractors') submission of a Proposal and possible selection as Contractor or its
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performance of the Contract. A description of some conflicts of interest may be found in Part B,
General Instructions and Contract Terms and Conditions, Section 13.1.2, but this list should not be
considered exhaustive or limiting.
If the circumstances certified by Respondent change or additional information is obtained subsequent
to submission of Proposals, by submitting a Proposal Respondent agrees that it is under a continuing
duty to supplement its Proposal under this provision, and Respondent shall submit updated information
as soon as reasonably possible upon learning of any change to Respondent's affirmation.
A.14.8 Insurance
In its Proposal, Respondent shall provide a statement of its intent to obtain and maintain for the term of
the Contract (and any renewal periods or additional extensions) the minimum insurance coverage
specified in Section A.6. Respondent should also describe other insurance coverage maintained by
Respondent in the ordinary course of business and provide proof of same in its Proposal. Proof of
insurance and bond coverage may be provided in the form of current certificates of insurance.
A.14.9 Contractor Personnel
Respondent shall provide with Proposal a list of the personnel and job duties to be designated for and
dedicated to the Contract.
A.14.10 Written Response to Requirements
The following sections require separate responses. Respondent is cautioned to pay particular attention
to the clarity and completeness of this section as it will be closely reviewed by the evaluation team.
A. Record Storage Facility(s)
Respondent shall include a detailed description and explain how their Proposal best meets or
exceeds the requirements identified in Section A.7.2. In addition, Respondent shall provide a
listing of the facilities with the addresses that meet the requirements of this RFP. The facility
location(s) shall be identified with the applicable Texas Zone included.
B. Security and Protection of Records
Respondent shall include a detailed description and explain how their Proposal best meets or
exceeds the requirements identified in Section A.7.5.
C. Database and Portal for Customer Accounts
Respondent shall include a detailed description and explain how their Proposal best meets or
exceeds the requirements identified in Section A.7.9.
A.14.11 Ability to Perform and Financial Resources
Respondent shall provide evidence of its financial resources and its ability to provide the goods or
perform the services for which Respondent is submitting a Proposal by providing:
a) a list of Respondent's current customers for which the Respondent provides the requested goods
or services of the type and in the quantity and quality comparable to the submitted Proposal and
provide sufficient information about those customers for CPA to contact the customers;
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b) a written description of the size and scope of all operations, including number of Respondent's
employees and years in business;
c) a written description of Respondent's prior contracting experience with CPA, similar agencies, or
other Customers of comparable size and receiving a comparable scope of delivery of goods or
services; and
d) any other information Respondent believes is pertinent to demonstrate Respondent's financial
capability, financial solvency, and capacity to fulfill the requirements of this RFP.
CPA reserves the right to investigate and determine the financial integrity and responsibility of a
Respondent and to reject a Proposal on the grounds of Respondent's lack of financial soundness, or if
CPA reasonably concludes, after reviewing the information submitted by Respondent as well as all
other relevant information obtained by CPA, that significant issues exist that could jeopardize
Respondent's full and timely performance.
A.14.12 Signed Addenda to RFP
As stated in Part B, Section 13.2.2, Respondent shall submit signed copies of all RFP addenda, if any,
with its Proposal.
A.15 SUBMITTING THE PROPOSAL TO CPA
The Proposal shall clearly state the Proposal Due Date and Time identified on the cover page,
Schedule of Events and be titled: Proposal Submitted for RFP No. 3 04T- 1 8-962M4.
A.15.1 Electronic Submission
Please read all instructions carefully for submitting electronically:
Use the following e-mail address to submit your Proposal electronically. It is recommended that
Respondent begin the process well in advance of 1:30 pm on the due date:
SPD.ebidsna,cpa.teaas.gov
The e-mail subject line should contain the RFP number and title as indicated on the cover page.
The Respondent is solely responsible for ensuring that Respondent's complete electronic Proposal is
sent to, and actually received by, CPA in a timely manner and at the proper destination server.
IMPORTANT NOTE: CPA recommends a limit on the attachments to TOMB each. This may
result in the sending multiple a -mails to SPD.ebids6Dcpa.texas.2ov for the submission of all
documentation contained in a Proposal.
ALL DOCUMENTS SHOULD BE SUBMITTED IN MICROSOFT OFFICE® FORMATS
(WORD® AND EXCEL®) OR IN A FORM THAT MAY BE READ BY MICROSOFT
OFFICE® SOFTWARE. ANY DOCUMENTS WITH SIGNATURES SHALL BE
SUBMITTED AS AN ADOBE® PORTABLE DOCUMENT FORMAT (PDF) FILE. CPA IS
NOT RESPONSIBLE FOR DOCUMENTS THAT CANNOT BE READ OR CONVERTED.
UNREADABLE PROPOSALS MAY BE, IN CPA'S DISCRETION, REJECTED AS
NONRESPONSIVE.
Please be aware that your Internet Service Provider may limit file sizes on your outgoing emails, so
try to avoid graphics, pictures, letterheads, etc., which consume a lot of space. These typically
include *.tif/*.tiff, *.gif, & *.bmp file extensions, but may include others, as well. CPA's firewall
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virus protection runs at all times, so during times of new active virus alerts, incoming traffic may be
delayed while virus software scans emails with attachments.
CPA takes no responsibility for electronic Proposals that are captured, blocked, filtered,
quarantined or otherwise prevented from reaching the proper destination server by any CPA
anti -virus or other security software.
To confirm receipt of all electronic submissions, contact 512-463-3377 or request a
confirmation by e-mail.
A.15.2 Hard Copy Submission
In lieu of electronic submission, CPA currently still accepts hard copy Proposal. Respondent shall
submit one original signed paper copy. Exception for the Mandatory Price Sheet shall be submitted in
the format requested.
CPA will document all Proposals that CPA receives with a date/time stamp for receipt documentation
purposes.
Respondent may send Proposal to Statewide Procurement at the following address.
By Overnight/Express Mail to (7:45 am - 4:45 per.
Attn: Statewide Procurement
Statewide Contract Development
Room 174-A (CPA Mailroom, N.E. Back Dock)
1711 San Jacinto Blvd.
Austin, TX 78701
Facsimile Proposals are not allowed without prior written approval from CPA.
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PART II: GENERAL INSTRUCTIONS AND
CONTRACT TERMS AND CONDITIONS
B. l Introduction.................................................................................................................................... 3
B.1.1 Definitions..............................................................................................................................
3
B.1.2 Conflicts of Interest................................................................................................................
3
B.1.2.1 Actual and Perceived Conflicts.......................................................................................
3
B.1.2.2 Current and Former CPA Employees.............................................................................
3
B.1.3 Constriction of this RFP and the Contract.............................................................................
4
B.1.3.1 Global Drafting Conventions..........................................................................................
4
B.1.3.2 Headings..........................................................................................................................4
B.2 The RFP Process............................................................................................................................
4
B.2.1 Submitting Questions about the RFP.....................................................................................
4
B.2.2 Addenda to the RFP...............................................................................................................
5
B.2.3 Testing and Inspection............................................................................................................
5
B.2.4 Accuracy of the Proposal.......................................................................................................
5
B.2.5 HUB Subcontracting Plan Requirements...............................................................................
5
B.2.6 Cost of Submitting the Proposal.............................................................................................
6
B.2.7 Public Information Act Disclosures.......................................................................................
6
B.2.8 Agency Posting of Contracts..................................................................................................
7
B.2.9 Irrevocability of the Proposal.................................................................................................
7
B.3 Contract Information.....................................................................................................................
7
B.3.1 Amending the Contract..........................................................................................................
7
B.3.2 Order of Precedence...............................................................................................................
7
B.3.3 Terminating the Contract........................................................................................................
7
B.3.3.1 Convenience of the State of Texas..................................................................................
7
B.3.3.2 Cause/Default..................................................................................................................7
B.3.3.3 Change in Federal or State Requirements.......................................................................
8
B.3.3.4 TPPD Purchasing Preference..........................................................................................
8
B.3.3.5 Rights upon Termination or Expiration of Contract.......................................................
8
B.3.3.6 Survival of Terms............................................................................................................ 8
B.3.4 Contract Documentation......................................................................................................... 8
B.4 Contract Management.................................................................................................................... 8
B.4.1 Contract Managers................................................................................................................. 8
B.4.1.1 The CPA Contract Manager............................................................................................ 8
B.4.1.2 The Contractor's Contract Manager............................................................................... 9
B.4.2 Controlled Correspondence.................................................................................................... 9
B.4.3 Notices and Liaisons.............................................................................................................. 9
B.4.3.1 Delivery of Written Notices............................................................................................ 9
B.4.3.2 Notice to Contractor........................................................................................................ 9
B.4.3.3 Notice to CPA...............................................................................................................
10
B.4.4 Subcontracting Approval......................................................................................................
10
B.4.5 No Implied Authority...........................................................................................................
10
B.4.6 Cooperation with the CPA...................................................................................................
11
B.4.7 Dispute Resolution...............................................................................................................
11
B.4.7.1 Informal Meetings.........................................................................................................
11
B.4.7.2 Alternative Dispute Resolution at State Office of Administrative Hearings ................
11
B.4.7.3 Texas Government Code Chapter 2260........................................................................
11
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B.4.7.4 Company's Continued Performance............................................................................. 12
B.4.7.5 Applicability to Customers........................................................................................... 12
B.4.8 Fraud, Waste, and Abuse...................................................................................................... 12
B.4.9 Renegotiation of Price.......................................................................................................... 12
B.4.10 Name Changes and Organizational Changes.................................................................... 12
B.4.11 News Releases.................................................................................................................. 13
B.5 Financial Information.................................................................................................................. 13
B.5.1 Appropriations......................................................................................................................13
B.5.2 Audit Requirements.............................................................................................................. 13
B.5.3 Invoicing and Payment Requirements.................................................................................. 14
B.5.4 Disputed Invoices................................................................................................................. 14
B.5.5 Time and Manner of Payment.............................................................................................. 15
B.5.6 Antitrust and Assignment of Claims.................................................................................... 15
B.5.7 Debts and Delinquencies...................................................................................................... 15
B.5.8 Liability for and Payment of Taxes...................................................................................... 15
B.5.9 Method of Purchase and Vesting Ownership....................................................................... 16
B.5.10 No Debt Against the State................................................................................................ 16
B.5.11 Refunds............................................................................................................................. 16
B.5.12 Travel................................................................................................................................16
B.5.13 Direct Deposit................................................................................................................... 16
B.6 Confidentiality and Security........................................................................................................ 16
B.7 Terms and Conditions.................................................................................................................. 17
B.7.1 Affirmations......................................................................................................................... 17
B.7.2 Civil Rights........................................................................................................................... 17
B.7.3 Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion.. 17
B.7.4 Records Retention................................................................................................................ 18
B.7.5 Environmental Protection..................................................................................................... 18
B.7.6 Prohibition on Lobbying...................................................................................................... 18
B.7.7 Copyrights and Publications................................................................................................. 18
B.7.8 Certifications........................................................................................................................ 19
B.7.8.1 Child Support Obligations............................................................................................ 19
B.7.8.2 Franchise Tax Certification........................................................................................... 19
B.7.8.3 Certification Concerning Dealings with Public Servants ............................................. 19
B.7.8.4 Certification Concerning Financial Participation......................................................... 19
B.7.8.5 Certification Concerning Hurricane Relief................................................................... 19
B.7.9 Independent Contractor........................................................................................................ 20
B.7.10 No Assignment by Contractor.......................................................................................... 20
B.7.11 Indemnification and Liability........................................................................................... 20
B.7.12 Contractor Liability for Damage to Government Property ............................................... 22
B.7.13 Force Majeure................................................................................................................... 22
B.7.14 Buy Texas......................................................................................................................... 22
B.7.15 Miscellaneous Terms and Conditions............................................................................... 22
B.7.15.1 Permits.......................................................................................................................... 22
B.7.15.2 Electrical Items............................................................................................................. 22
B.7.15.3 Executive Head............................................................................................................. 22
B.7.15.4 Terminated Contracts....................................................................................................22
B.7.16 Non -Waiver of Rights....................................................................................................... 23
B.7.17 No Waiver......................................................................................................................... 23
B.7.18 Severability....................................................................................................................... 23
B.7.19 Applicable Law and Venue.............................................................................................. 23
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B.7.20
Compliance with Laws; Dealing with Public Servants ....................................................
23
B.7.21
Insurance and Other Security............................................................................................
24
B.7.22
Deceptive Trade Practices; Unfair Business Practices.....................................................
24
B.7.23
Immigration......................................................................................................................
24
B.7.24
Key Personnel Change Management................................................................................
24
B.7.25
Federal, State, and Local Laws, Regulations, and Requirements .....................................
24
B.7.26
Taxes.................................................................................................................................25
B.7.26.1
State and Federal Tax Law............................................................................................
25
B.7.26.2
Federal Tax Reform Act...............................................................................................
25
B.7.27
Worker's Compensation...................................................................................................
25
B.7.28
No Liability Upon Termination........................................................................................
25
B.7.29
Felony Criminal Convictions............................................................................................
25
B.7.30
Drug -Free Workplace.......................................................................................................
25
B.7.31
Vendor Performance Before and After Award.................................................................
25
B.7.32
State of Texas Debarment.................................................................................................
26
B.7.33
Electronic and Information Resources Accessibility Standards, As Required by 1 Texas
Administrative Code Chapter 213 (Applicable to State Agency and Institutions of Higher Education
PurchasesOnly)
..................................................................................................................................
26
B.1 INTRODUCTION
B.1.1 Definitions
The definitions used in Part A of this RFP apply to this Part B as well. Unless the context clearly
indicates otherwise, all terms and conditions of this Contract that refer to "Respondent" apply with
equal force to Contractor.
B.1.2 Conflicts of Interest
B.1.2.1 Actual and Perceived Conflicts
By submitting a Proposal, Respondent represents and warrants that neither it nor its employees and
subcontractors have an actual or potential conflict of interest in entering a Contract with CPA.
Respondent also represents and warrants that entering a Contract with CPA will not create the
appearance of impropriety. In its Proposal, Respondent must disclose any existing or potential conflict
of interest that it might have in contracting with CPA. The requirement to disclose any actual or
potential conflict of interest will continue during the term of the Contract, and will survive until the
end of the recordkeeping requirement in B.7.4. The CPA will decide, in its sole discretion, whether an
actual or perceived conflict should result in Proposal disqualification or Contract termination.
B.1.2.2 Current and Former CPA Employees
In addition to the disclosures required above, Respondent must also disclose any of its personnel who
are current or former officers or employees of the CPA or who are related, within the third degree by
consanguinity (as defined by Texas Government Code § 573.023) or within the second degree by
affinity (as defined by Texas Government Code § 573.025), to any current or former officers or
employees of the CPA.
Respondents must comply with all applicable Texas and federal laws and regulations relating to the
hiring of former state employees (see e.g., Texas Government Code Chapters 572 and 573). Such
"revolving door" provisions generally restrict former agency heads from communicating with or
appearing before the agency on certain matters for two years after leaving the agency. The revolving
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door provisions also restrict some former employees from representing clients on matters that the
employee participated in during state service or matters that were in the employee's official
responsibility. Respondent, by signing this solicitation, certifies that it has complied with all applicable
laws and regulations regarding former state employees.
Respondent must identify each employee who works for more than one staffing company at any
facility and ensure that the employee's cumulative weekly hours worked at all state facilities
through any one staffing company does not exceed 40 hours per week.
See also B.7.8.6, Certification Concerning Restricted Employment for Former State Officers or
Emnlovees under Texas Government Code 4 572.069.
B.1.3 Construction of this RFP and the Contract
B.1.3.1 Global Drafting Conventions
The terms "include," "includes," and "including" are terms of inclusion and enlargement.
When used in this RFP and the Contract these terms should be read as if followed by the phrase
"without limitation."
Unless explicitly stated otherwise, any references to "Sections," "Articles," "Exhibits," or
"Attachments" are deemed to be references to the Sections, Articles, Exhibits, and Attachments
to this RFP and the Contract.
B.1.3.2 Headings
The Article and Section headings in this RFP and the Contract are for reference and
convenience only and may not be considered in the interpretation of this RFP or the Contract.
B.2 THE RFP PROCESS
B.2.1 Submitting Questions about the RFP
Respondent will have until the Deadline for Submitting Questions, identified in Part A, to submit in
writing all questions regarding this RFP. Respondent may only send questions to the Point of Contact.
All questions must precisely and specifically cite the RFP section to which the question refers. CPA
will, at its discretion, answer the questions in a Question and Answer Document posted on the ESBD.
Only answers that CPA provides in writing are official. Information in any form other than the
materials constituting this RFP, the Question and Answer Document, and any RFP addendum is not
binding on CPA.
All questions submitted to CPA must include the identity of the sender, the sender's title, company
name, mailing address, telephone number, and facsimile number or e-mail address, as applicable.
Minor questions for which the answer will not affect the interpretation of the RFP or change the
contents of a Proposal (for example, a question regarding delivery of the sealed Proposal) may be
answered orally or by e-mail by CPA.
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B.2.2 Addenda to the RFP
Should an addition or correction to this RFP become necessary, CPA will post an addendum relating
the necessary information on the ESBD. Respondent is responsible for periodically checking the ESBD
for addenda or additional information relating to this RFP. Respondent is required to acknowledge
each addendum by returning a signed copy of the addendum with its Proposal.
B.2.3 Testing and Inspection
CPA and Customers may test and inspect goods and services purchased under the Contract to ensure
compliance with the specifications of this RFP and the Contract. CPA may also test and inspect goods
and services before they are purchased under the Contract.
Authorized CPA personnel must have access to the Respondent's place of business for the purpose of
inspecting the goods. To the extent practical, the CPA inspections will not disrupt the Respondent's
daily operations. CPA or Customer will test samples submitted with the Proposal or samples taken
from regular shipments. Respondent will bear all costs of testing and inspection. In the event the goods
tested fail to meet or exceed all conditions and requirements of the RFP and Contract, CPA or
Customer will reject the goods in whole or in part, at CPA or the Customer's option. CPA or Customer
will return the goods to Respondent or hold them for disposition at Respondent's expense. Latent
defects may result in cancellation of the Contract at no expense to the state.
If material fails to meet specifications, the Respondent will be notified by fax, mail, or e-mail.
Respondent will have ten working days after receipt of the notification to remove the rejected material
from state property at the Respondent's expense. Customer will dispose of the material Respondent
does not remove in the allotted time period and will charge Respondent for all disposal expenses.
B.2.4 Accuracy of the Proposal
Respondent's Proposal must be true and correct and must contain no cause for claim of omission or
error. Proposals may be withdrawn in writing at any time prior to the submittal deadline.
B.2.5 HUB Subcontracting Plan Requirements
It is the policy of CPA to promote and encourage contracting and subcontracting opportunities for
State of Texas certified Historically Underutilized Businesses (HUBS) in all contracts in compliance
with Texas Government Code Chapter 2161. Eligible Respondents are encouraged to become HUB
certified. Respondents may find State of Texas HUB applications at:
https•//www comptroller texas.gov/purchasin vendor/registration.
Definitions for State of Texas HUB certifiable businesses can be found in 34 Texas Administrative
Code Chapter 20, Subchapter D, which is available at:
http://www.sos.texas.gov/tac/.
A HUB Subcontracting Plan Form, if included for this solicitation, must be filled out and returned with
the Proposal to be considered responsive. If the Proposal does not include a completed HUB
Subcontracting Plan, CPA will reject the Proposal as a material failure to comply with advertised
specifications.
Please see the attached HUB Subcontracting Plan for further instructions that require vendors to
identify the specific areas intended for subcontracting.
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Search the State of Texas HUB Database for HUB vendors by the NIGP class and item at:
https://mycpa.cpa.state.tx.us/tpasscmblsearch.
Additional minority and women owned business association resources are available for subcontracting
notices at:
https://www.comptroller.texas.gov/purchasiniz/vendor/hub/resources.php.
Respondent can find additional information and training regarding how to complete a HUB
Subcontracting Plan on the CPA Website at the following link:
https://www.comptroller.texas.gov/purchasing/vendor/hub/forrns.php.
B.2.6 Cost of Submitting the Proposal
CPA will not reimburse the Respondent for any cost related to its Proposal. Respondent is responsible
for any expense related to the preparation and submission of its Proposal.
B.2.7 Public Information Act Disclosures
CPA is a governmental body subject to the Texas Public Information Act (PIA), Texas Government
Code Chapter 552, as are other potential Customers of the Contract. The Proposal and other
information submitted to the CPA by the Respondent are subject to release as public information by
the CPA and by any Customer that is also subject to the PIA. The Proposal and other submitted
information is presumed subject to disclosure unless a specific exception to disclosure under the PIA
applies. If it is necessary for the Respondent to include proprietary or otherwise confidential
information in its Proposal or other submitted information, the Respondent must clearly label that
proprietary or confidential information and identify the legal basis for confidentiality. Merely making a
blanket claim that the entire Proposal is protected from disclosure because it contains some proprietary
information is not acceptable, and will make the entire Proposal subject to release under the PIA. In
order to trigger the process of seeking an Attorney General opinion on the release of proprietary or
confidential information, the specific provisions of the Proposal that are considered by the Respondent
to be proprietary or confidential must be clearly labeled as described above. Any information which is
not clearly identified by the Respondent as proprietary or confidential will be deemed subject to
disclosure pursuant to the PIA. Respondent will irrevocably deemed to have waived, and Respondent
agrees to fully indemnify the State of Texas, CPA, and any Customer subject to the PIA from, any
claim of infringement by CPA and any Customer subject to the PIA regarding the intellectual property
rights of Respondent or any third party for any materials appearing in the Proposal.
Respondent is required to make any information created or exchanged with a state governmental entity
(as defined by Texas Government Code § 2252.907(d)) pursuant to this Contract, and not otherwise
excepted from disclosure under the Texas Public Information Act, available in at least one of the
following formats that is accessible by the public at no additional charge to the State of Texas, CPA, or
Customers: portable document format (pdf) compatible with the latest version of Adobe Acrobat®;
Microsoft Word®; Microsoft Excel®; or, hard copy (paper).
If Respondent's Proposal contains any information, which Respondent claims is confidential and not
subject to release under the PIA, Respondent must prepare and deliver to CPA one CD or an
electronically submitted document, containing all of Respondent's submissions pursuant to this RFP
with all information claimed as confidential excised, blacked out, or otherwise redacted. The CD or
electronic document must also contain an Appendix which contains clear references to all redacted
information including a general description of the redacted information. Respondent must mark this
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CD or electronic document "For Public Release: Redacted Version of IOfferor's Namel, CPA RFP
[RFP Numberl."
B.2.8 Agency Posting of Contracts
Without prior written notice to Respondent, the redacted Proposal submitted under Subsection 2 of
Section 13.2.7, Public Information Act Disclosures, may be posted on CPA's website as part of the
Contract per Texas Government Code § 2261.253(a).
B.2.9 Irrevocability of the Proposal
The Proposal is irrevocable for 120 calendar days following the Proposal Opening Date and Time
identified in Part A. CPA may extend this period with Respondent's written agreement.
B.3 CONTRACT INFORMATION
B.3.1 Amending the Contract
All alterations, additions, or deletions of the Contract must be in writing and mutually agreed upon by
both Parties and put into effect with a Contract Amendment issued by the CPA. Contractor will not be
entitled to payment for any additional services, work, or products that are not authorized by a properly
executed Contract amendment.
B.3.2 Order of Precedence
In the event of any conflict or contradiction between or among these documents, the Notice of Award,
as modified by any Contract Amendments, controls over the RFP and the Proposal. The RFP, as
modified by any Addenda, controls over the Proposal.
B.3.3 Terminating the Contract
13.3.3.1 Convenience of the State of Texas
CPA reserves the right to terminate the Contract at any time, in whole or in part, without cost or
penalty, by providing 30 calendar days' advance written notice, if CPA determines that such
termination is in the best interest of the state. In the event of such a termination, Contractor
must, unless otherwise mutually agreed upon in writing, cease all work immediately upon the
effective date of termination. Customers will be liable for payments for any goods or services
ordered from Contractor before the termination date.
B.3.3.2 Cause/Default
If Contractor fails to provide the goods or services contracted for according to the provisions of
the Contract, or fails to comply with any of the terms or conditions of the Contract, CPA may,
upon written notice of default to Contractor, immediately terminate all or any part of the
Contract. Termination is not an exclusive remedy, but will be in addition to any other rights and
remedies provided in equity, by law or under the Contract.
CPA may exercise any other right, remedy or privilege which may be available to it under
applicable law of the state and any other applicable law or may proceed by appropriate court
action to enforce the provisions of the Contract, or to recover damages for the breach of any
agreement being derived from the Contract. The exercise of any of the foregoing remedies will
not constitute a termination of the Contract unless CPA notifies Contractor in writing prior to
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the exercise of such remedy. Contractor will remain liable for all covenants and indemnities
under the Contract. Contractor will be liable for all costs and expenses, including court costs,
incurred by CPA with respect to the enforcement of any of the remedies listed in this Contract.
B.3.3.3 Change in Federal or State Requirements
If federal or state laws, regulations, or requirements are amended or judicially interpreted so
that either CPA or Respondent cannot reasonably fulfill the Contract and if the Parties cannot
agree to an amendment that would enable substantial continuation of the Contract, the Parties
will be discharged from any further obligations under the Contract.
B.3.3.4TPPD Purchasing Preference
Pursuant to Texas Human Resources Code Chapter 122, state agencies must purchase products
and services meeting the agency's specifications offered by a Community Rehabilitation
Program (CRP) certified by the Texas Purchasing from People with Disabilities (TPPD), or its
Central Nonprofit Agency, Texas Industries for the Blind and Handicapped (TIBH). Should
any item(s) awarded under any contract pursuant to this RFP become available from a CRP
through TIBH or TPPD during the term of the contract, the state may cease all use of the
awarded contract immediately upon the availability of such product or service, and may
terminate the contract for some or all of such products or services awarded.
B.3.3.5 Rights upon Termination or Expiration of Contract
In the event that the Contract is terminated for any reason, or upon its expiration, CPA and
Customer retain ownership of all associated work products and documentation obtained from
Contractor under the Contract.
B.3.3.6 Survival of Terms
Termination of the Contract for any reason does not release Contractor from any liability or
obligation set forth in the Contract that is expressly stated to survive any such termination or by
its nature would be intended to be applicable following any such termination, including the
provisions regarding warranty, confidentiality, indemnification, transition, records, audit,
property rights, dispute resolution, and invoice and fees verification.
B.3.4 Contract Documentation
The Contract will consist of the Notice of Award, Listing of Awarded Items, and any Contract
Amendments to these documents issued by CPA; this RFP, together with any modifications made
through Addenda; and the successful Proposal, together with any clarifications that are submitted at the
request of CPA.
BA CONTRACT MANAGEMENT
B.4.1 Contract Managers
B.4.1.1 The CPA Contract Manager
The CPA Contract Manager has the authority to:
• sign Controlled Correspondence;
• serve as the day-to-day point -of -contact;
• coordinate quality control reviews;
• approve invoices;
• coordinate meetings with Contractor;
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• investigate complaints;
• receive requests for substitutions or changes in goods or services awarded under the
Contract;
• initiate contract amendments; and
• discuss pricing changes.
B.4.1.2 The Contractor's Contract Manager
Respondent must identify its Contract Manager to CPA in writing
issuance of the Purchase Order. Respondent should document all
Contractor's Contract Manager through Controlled Correspondence
Manager must be someone with the authority to:
• make decisions regarding the deliverables required by the Contract;
• sign Controlled Correspondence;
• serve as the day-to-day point -of -contact;
• coordinate quality control reviews;
• coordinate meetings with the CPA; and
• investigate complaints.
B.4.2 Controlled Correspondence
within 10 days of the
subsequent changes of
Contractor's Contract
In order to track and document requests for decisions or information pertaining to the Contract, and the
subsequent response to those requests, CPA and Contractor will use Controlled Correspondence as
discussed throughout this Contract. CPA will manage the Controlled Correspondence for the Contract.
For each Controlled Correspondence document, CPA will assign a tracking number and the
appropriate Party's Contract Manager will sign the document.
Controlled Correspondence cannot be used to change pricing or alter the terms of the Contract.
Controlled Correspondence cannot be the basis of a claim for equitable adjustment of pricing. Any
changes that involve the pricing or the terms of the Contract must be by a properly executed Contract
amendment. However, the Controlled Correspondence process may be used to document refinements
and interpretations of the provisions of the Contract, to document the cost impacts of proposed
changes, and to document CPA -approved changes to Contractor's HUB subcontracting plan.
Both Parties will maintain Controlled Correspondence documents in ongoing logs as part of the normal
status reporting process. Any communication not generated in accordance with this process is not
binding upon the Parties and is of no effect.
B.4.3 Notices and Liaisons
B.4.3.1 Delivery of Written Notices
Both Parties must deliver any required notice in writing to the other Party and to the addresses
specified in this Section or the Respondent Information Form. The Parties deem the notice to
have been given immediately if delivered in person to the receiving Party's address. The Parties
deem notice to have been given on the date of certified receipt, if placed in the United States
mail, postage prepaid, by registered or certified mail with return receipt requested, addressed to
the receiving Party at its specified address.
B.4.3.2Notice to Contractor
Within 10 days of the issuance of the Notice of Award, Contractor must send CPA written
notice of the address and contact person for legal notice and Controlled Correspondence
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purposes. If there is any change to this information during the term of the Contract, Contractor
must notify CPA by Controlled Correspondence.
B.4.3.3 Notice to CPA
CPA's address for all purposes under this Contract other than Controlled Correspondence is as
follows.
Mailing Address
Physic I Address
Director, Statewide Procurement Division
Director, Statewide Procurement Division
Comptroller of Public Accounts
Comptroller of Public Accounts
P. O. Box 13186
1711 San Jacinto Blvd
Austin, Texas 78711-3186
Austin, Texas 78701
With copies to (registered or certified mail with return receipt is not required for copies):
Mailing Address
Physic I Address
Deputy General Counsel for Statewide
Deputy General Counsel for Statewide
Procurement Division
Procurement Division
Comptroller of Public Accounts
Comptroller of Public Accounts
P. O. Box 13186
1711 San Jacinto Blvd
Austin, Texas 78711-3186
Austin, Texas 78701
B.4.4 Subcontracting Approval
Contractor must perform the Contract with its own resources and those subcontractors identified in
Contractor's HUB Subcontracting Plan. In the event that Contractor determines that it is necessary or
expedient to execute additional or alternative subcontracts for any of the performances under the
Contract, Contractor must submit a revised HUB Subcontracting Plan for prior approval before
executing any subcontracts. Contractor must also transmit to the CPA for review and prior CPA
approval a true copy of the subcontract it proposes to execute with a subcontractor.
Contractor, in subcontracting for any performances specified in the RFP or resulting Contract,
expressly understands and acknowledges that in entering into such subcontract(s), CPA is in no
manner liable to any subcontractor(s) of the Contractor. In no event will this provision relieve
Contractor of the responsibility for ensuring that the performances rendered under all subcontracts are
rendered so as to comply with all terms of this RFP and Contract. Contractor must manage all quality
and performance, project management, and schedules for subcontractors. Contractor is solely
responsible and accountable for the completion of all work for which Contractor has subcontracted.
B.4.5 No Implied Authority
Any authority delegated to the Contractor by CPA is limited to the terms of the Contract. Contractor
may not rely upon implied authority and specifically is not delegated authority under the Contract to:
(1) make public policy; (2) promulgate, amend, or disregard CPA program policy; or (3) unilaterally
communicate or negotiate, on behalf of the CPA, with any member of the U.S. Congress or any
member of their staff, any member of the Texas Legislature or any member of their staff, or any
federal or state agency.
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B.4.6 Cooperation with the CPA
Contractor must ensure that it cooperates with CPA and other state or federal administrative agencies,
at no charge to the CPA, for purposes relating to the administration of the Contract. Contractor agrees
to reasonably cooperate with and work with the CPA's contractors, subcontractors, and third party
representatives as requested by the CPA.
B.4.7 Dispute Resolution
B.4.7.1 Informal Meetings.
CPA and Contractor will meet as needed to implement the terms of this Contract and will make
a good faith attempt to resolve any disputes informally.
B.4.7.2Alternative Dispute Resolution at State Office of Administrative Hearings.
If the Parties' attempts to resolve their disagreements informally fail, the Parties may agree, but
are not required, to utilize the non -binding alternative dispute resolution services of the State
Office of Administrative Hearings (SOAH) to attempt to resolve their disagreements, claims, or
disputes under this Contract. Contractor will pay all costs of the mediation unless CPA, in its
sole good faith discretion, approves its payment of all or part of such costs. CPA or
Contractor's participation in, or the results of, any mediation under this subsection or the
provisions of this Section will not be construed as a waiver by CPA or Contractor of any rights,
privileges, defenses, remedies, or immunities available to the parties under this Contract or
available to CPA as an agency of the State of Texas.
B.4.7.3 Texas Government Code Chapter 2260.
The Parties must use the dispute resolution process provided for in Texas Government Code
Chapter 2260, as further described in this Section, to attempt to resolve any claim for breach of
this Contract made by Contractor.
Contractor must submit claims for breach of this Contract that the Parties cannot resolve in the
ordinary course of business according to the negotiation process provided in Texas Government
Code Chapter 2260, Subchapter B. To initiate the process, Contractor must submit written
notice, as required by subchapter B, to CPA's Deputy Comptroller and to CPA STATEWIDE
PROCUREMENT DIVISION as stated in Section B.4.3. This written notice must specifically
state that the provisions of Chapter 2260, subchapter B, are being invoked. Compliance by
Contractor with subchapter B is a condition precedent to the filing of a contested case
proceeding under Texas Government Code Chapter 2260, Subchapter C.
The contested case process provided in Texas Government Code Chapter 2260, Subchapter C is
Contractor's sole and exclusive process for seeking a remedy for any alleged breach of this
Contract by CPA if the Parties are unable to resolve their disputes informally. Compliance with
the contested case process provided in Texas Government Code Chapter 2260, Subchapter C is
a condition precedent to seeking consent to sue from the Legislature under Texas Civil
Practices and Remedies Code Chapter 107. Neither the execution of this Contract by CPA nor
any other conduct of any CPA representative relating to this Contract will be considered a
waiver of sovereign immunity.
The submission, processing, and resolution of Contractor's claim is governed by CPA's
published rules, in 34 Tex. Admin. Code Chapter 1, Subchapter F.
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B.4.7.4 Company's Continued Performance.
Notwithstanding any other provision of this Contract to the contrary, unless otherwise
requested or approved in writing by CPA, Contractor must continue performance and will not
be excused from performance during the period any breach of contract claim, dispute or
mediation is pending under either of the above processes.
However, Contractor may suspend performance during the pendency of such claim or dispute if
Contractor has complied with all provisions of Texas Government Code § 2251.051 and such
suspension of performance is expressly applicable and authorized under that law.
B.4.7.5 Applicability to Customers.
Except as otherwise provided by law or applicable rules, the same terms and conditions in this
section will apply to claims involving Contractor and any other Customer subject to Texas
Government Code Chapter 2260, substituting such other Customer for "CPA" when referenced
in this section.
B.4.8 Fraud, Waste, and Abuse
By submitting a Proposal to the RFP, Respondent represents and warrants that it has read and
understood and will comply with CPA's Anti -Fraud Policy, found at:
https:Hcomptroller.texas.gov/about/policies/ethics.php, as such Policy currently reads and as it is
amended throughout the term of the Contract.
B.4.9 Renegotiation of Price
CPA will monitor market prices and prices paid by other governmental entities or other states for
substantially similar goods and services during the term of the Contract. If CPA determines that
substantially similar goods and services are selling for meaningfully lower prices than the prices
established in the Contract, CPA may initiate price renegotiations with Contractor and amend the
Contract to reflect a new, lower price, if agreed to by the Parties.
B.4.10 Name Changes and Organizational Changes
Contractor must provide CPA with written notice by Controlled Correspondence of all name changes
and organizational changes relating to Contractor including any merger, acquisition, or sale no later
than ten business days of such change. Contractor, in its notice, must describe the circumstances of the
name change or organizational change, state its new name, provide the new Tax Identification
Number, and describe how the change will impact its ability to perform the Contract. If the change
entails personnel changes for personnel performing the responsibilities of the Contract for Contractor,
Contractor must identify the new personnel and provide r6sum6s to CPA, if r6sum6s were originally
required by the RFP. CPA may request other information about the change and its impact on the
Contract and Contractor must supply the requested information within five working days of receipt of
the request. All written notifications of organizational change must include a detailed statement
specifying the change and supporting documentation evidencing continued right of Contractor or
successor entity, as applicable, to maintain its status as a party to this Contract.
CPA may terminate the Contract due to any change to Contractor that materially alters the Contractor's
ability to perform under the Contract. CPA has the sole discretion to determine if termination is
appropriate. See also Section B.7.10 (No Assignment by Contractor).
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B.4.11 News Releases
CPA does not endorse any vendor, commodity, or service. News releases pertaining to this transaction
and/or advertisements, publications, declarations and any other pronouncements by the Contractor
using any means or media mentioning the State of Texas or the CPA or a Customer must be approved
in writing by the CPA Contract Manager prior to public dissemination. Contractor may not send out
unsolicited electronic mail or facsimile transmissions to CPA and/or Customer without prior written
approval of the CPA Contract Manager, regardless of whether the proposed communication
specifically references the awarded Contract.
B.5 FINANCIAL INFORMATION
B.5.1 Appropriations
All obligations of CPA and Customers are subject to the availability of legislative appropriations and,
for Customers expending federal funds, to the availability of the federal funds applicable to the
Contract. Respondent acknowledges that the ability of CPA and Customers to make payments under
the Contract is contingent upon the continued availability of funds. Respondent further acknowledges
that funds may not be specifically appropriated for the Contract and CPA's or Customers' continual
ability to make payments under the Contract is contingent upon the funding levels appropriated for
each particular appropriation period. CPA and Customers will use all reasonable efforts to ensure that
such funds are available. Respondent agrees that if future levels of funding for CPA or a Customer are
not sufficient to continue operations without any operational reductions, the CPA, in its discretion,
may terminate the Contract, either in whole or in part, or the Customer, in its discretion, may terminate
a pending order under the Contract, either in whole or in part. In the event of such termination, CPA or
Customer will not be considered to be in default or breach under the Contract, nor will either be liable
for any further payments ordinarily due under the Contract, nor will either be liable for any damages or
any other amounts which are caused by or associated with such termination. CPA and Customer will
make best efforts to provide reasonable written advance notice to the Respondent of any such Contract
or order termination. In the event of such a termination, Respondent must, unless otherwise mutually
agreed upon in writing, cease all work immediately upon the effective date of termination, either on
that particular order if an order is being terminated, or the Contract, if the Contract is being terminated.
CPA or Customer will be liable for payments limited only to the portion of work the CPA or the
Customer authorized in writing and which the Respondent has completed, delivered to the CPA or
Customer, and which has been accepted by the CPA or Customer. All such work must be completed,
per the Contract requirements, prior to the effective date of termination.
B.5.2 Audit Requirements
Pursuant to Texas Government Code § 2262.154, the State Auditor's Office, or successor agency, may
conduct an audit or investigation of Contractor or any other entity or person receiving funds from the
state directly under the Contract or indirectly through a subcontract under the Contract. The acceptance
of funds by Contractor or any other entity or person directly under the Contract or indirectly through a
subcontract under the Contract acts as acceptance of the authority of the State Auditor's Office, under
the direction of the legislative audit committee, to conduct an audit or investigation in connection with
those funds. Under the direction of the legislative audit committee, the Contractor or other entity that is
the subject of an audit or investigation must provide the State Auditor's Office with access to any
information the State Auditor's Office considers relevant to the investigation or audit. The Contract
may be amended unilaterally by the CPA to comply with any rules and procedures of the State
Auditor's Office in the implementation and enforcement of Texas Government Code § 2262.154.
Contractor must ensure that this clause concerning the authority to audit funds received
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indirectly by subcontractors through Contractor and the requirement to cooperate is included in
any subcontract it awards.
Customers who order under the Contract using federal or grant funds may have additional audit
requirements that are required by law or regulation. Those additional requirements will be included on
the purchase order for that particular order.
B.5.3 Invoicing and Payment Requirements
In order to receive payment under the Contract, Contractor must submit an original invoice to the
Customer placing the order, which will be designated in the purchase order as the "Bill To" address. To
be a proper invoice that may be accepted and paid, the invoice must include the following information
and/or attachments:
(1) Name and address of the Contractor.
(2) Contractor's Texas Identification Number (TIN).
(3) Contractor's invoice remittance address.
(4) The purchase order number authorizing the delivery of products or services.
(5) A description of what the Contractor delivered, including, as applicable, the time period, serial
number, unit price, quantity, and total price of the products and services. If the invoice is for a
lease, the Contractor must also include the payment number (e.g., 1 of 36).
If an authorized dealer has fulfilled the purchase order, then the dealer's information should be
supplied in lieu of Contractor's information.
If an invoice does not meet this Section's requirements, CPA or Customer will send Contractor written
notice with the improper invoice within 21 calendar days after receipt of the invoice. The notice will
contain a description of the defect or impropriety and any additional information the Contractor needs
to correct the invoice.
For purposes of this Section and Sections B.5.4 and B.5.5, the CPA will only be receiving and paying
invoices when CPA has placed an order with the Contractor for CPA needs. Otherwise, the orders will
be for Customers, as defined in SectionA.1
B.5.4 Disputed Invoices
This section applies only to Customers for whom the relevant provisions of Texas Government Code
Chapter 2251 applies and only as provided by the relevant provisions of Texas Government Code
Chapter 2251.
As stated above, Contractor will receive notice of an error in an invoice submitted for payment by not
later than the 21 st day after the date the invoice was received by the state. If an invoice dispute is
resolved in favor of the Contractor, the Contractor is entitled to receive interest on the unpaid balance
of the invoice, beginning on the date the invoice became overdue, pursuant to Texas Government Code
§ 2251.021. If a dispute is resolved in favor of CPA or Customer, Contractor will submit a corrected
invoice that must be paid in accordance with Texas Government Code § 2251.021. The unpaid balance
accrues interest if CPA or Customer does not pay the corrected invoice by the appropriate date.
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B.5.5 Time and Manner of Payment
This section applies only to Customers to which the relevant provisions of Texas Government Code
Chapter 2251 applies and only as provided by the relevant provisions of Texas Government Code
Chapter 2251.
Pursuant to Texas Government Code Chapter 2251, Payment by the CPA or a state entity Customer is
overdue on the 31 st day after the later of. (1) the date the CPA or Customer receives the goods under
the Contract; (2) the date the performance of the service under the contract is completed; or (3) the date
the CPA or Customer receives the invoice for the goods or service.
Payment by a political subdivision Customer whose governing body meets only once a month or less
frequently is overdue on the 46th day after the later event of: (1) the date the Customer receives the
goods under the Contract; (2) the date the performance of the service under the contract is completed;
or (3) the date the Customer receives the invoice for the goods or service.
B.5.6 Antitrust and Assignment of Claims
Contractor represents and warrants that neither Contractor nor any firm, corporation, partnership, or
institution represented by Contractor, or anyone acting for such firm, corporation or institution has (1)
violated the antitrust laws of the State of Texas under Texas Business & Commerce Code, Chapter 15,
or the federal antitrust laws; or (2) communicated directly or indirectly the Proposal to any competitor
or any other person engaged in such line of business during the procurement process for this Contract.
Contractor assigns to the State of Texas all of Contractor's rights, title, and interest in and to all claims
and causes of action Contractor may have under the antitrust laws of Texas or the United States for
overcharges associated with the Contract.
B.5.7 Debts and Delinquencies
CPA is prohibited from issuing any payment to a person or entity that has been reported as having an
indebtedness or delinquency to the state. Contractor agrees that, to the extent Contractor owes any debt
or delinquent taxes to the State of Texas, CPA will apply any payments or other amounts Contractor is
otherwise owed under this Contract toward the debt or delinquent taxes until the debt or delinquent
taxes are paid in full. Contractor agrees to comply with all applicable laws regarding satisfaction of
debts or delinquencies to the State of Texas.
B.5.8 Liability for and Payment of Taxes
CPA and certain Customers are exempt from State Sales tax and Federal Excise tax. Customers will
furnish Tax Exemption Certificate(s) to the Contractor upon request. The Contractor must pay all taxes
resulting from the RFP and Contract including any federal, state, or local income, sales, excise,
franchise, or property taxes. CPA and Customers are not liable to reimburse the Contractor for the
payment of taxes incurred by Contractor in acquiring any goods or services as a part of any work
called for in this RFP and Contractor's invoice may not include any amount for such taxes, as long as
the Customer has provided the requested Tax Exemption Certificates.
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B.5.9 Method of Purchase and Vesting Ownership
CPA and Customer will purchase all goods or services purchased through this Contract using an
outright purchase. Upon installation, acceptance, and payment, Customer will receive title to any
personal property purchased and delivered to it, except as otherwise agreed to in the Contract.
13.5.10 No Debt Against the State
The Contract does not create any debt by or on behalf of the State of Texas.
B.5.11 Refunds
If CPA determines that it or a Customer has overpaid the Contractor under the Contract, Contractor
will refund that amount to the CPA or Customer, depending on the entity that overpaid. CPA or
Customer may offset and deduct the amount of the overpayment from any amount owing, as a
reimbursement, but unpaid to the Contractor. Contractor will refund any overpayment within 30
calendar days of receipt of the notice of the overpayment.
If any reimbursement, or a portion of a reimbursement, is disallowed as a result of an audit finding that
the Contractor failed to follow the requirements for the Contract, then the Contractor agrees that the
CPA or Customer may recoup the disallowed amount from funds payable under the Contract, to the
extent the disallowed amount was incurred by the CPA or Customer. If an audit identifies a disallowed
amount after the expiration date of the Contract, CPA or Customer will send the Contractor notice of
the audit results and specifically identify the amount that must be refunded by the Contractor.
Contractor will refund the disallowed amount within 30 calendar days of receipt of the notice.
B.5.12 Travel
Contractor is responsible for any travel or per diem required to perform its obligations under the
Contract. All travel and per diem that the state requests in addition to what the Contract requires the
Contractor to provide at the Contractor's expense will be paid in accordance with State of Texas Travel
Allowance Guide.
B.5.13 Direct Deposit
CPA encourages Contractors to receive payment by electronic means (e.g., direct deposit) as provided
by CPA.
B.6 CONFIDENTIALITY AND SECURITY
Contractor must maintain and protect any information it receives, compiles, or creates as a result of the
Contract in accordance with any federal, state, or local laws and regulations that apply. Contractor
must establish a method to secure the confidentiality of records and other information relating to
Customers in accordance with applicable federal and state laws, rules, and regulations.
The obligations of Contractor under this Confidentiality and Security section will survive this Contract
and must be included in all subcontracts.
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B.7 TERMS AND CONDITIONS
B.7.1 Affirmations
Submitting a Proposal with a false statement is a material breach of contract and the Proposal or the
Contract will be void. Respondent will be removed from all Proposal lists. By submission of a signed
Proposal, the Respondent certifies the following.
B.7.1.1 Respondent has not given, offered to give, and does not intend to give at any time hereafter any
economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or
service to a public servant in connection with the submitted response. Violation of this
requirement may result in the termination of the Contract at CPA's discretion.
B.7.1.2Respondent waives any claim against and releases CPA, its officers, employees, agents, and
attorneys from liability with respect to disclosure of information provided under or in this
Contract or otherwise created, assembled, maintained, or held by Respondent and determined
by the Attorney General or a court of law to be subject to disclosure under the Texas Public
Information Act.
B.7.1.3 Respondent will promptly notify CPA in the event that any representations and warranties
provided in this Contract are no longer true and correct. Respondent acknowledges that all of
its representations and warranties contained in any part of its Proposal and this Contract are
material and have been relied upon by the CPA in selecting the Respondent for the award of the
Contract. Further, the Respondent warrants and represents that all of its statements and
representations made to the CPA prior to being awarded the Contract are material, true and
correct.
B.7.2 Civil Rights
The Respondent agrees that no person will, on the ground of race, color, religion, sex, national origin,
age, disability, political affiliation, or religious belief, be excluded from the participation in, be denied
the benefits of, be subjected to discrimination under, or be denied employment in the administration of,
or in connection with, any program or activity funded in whole or in part with funds available under
this Contract. Respondent will comply with Executive Order 11246, "Equal Employment
Opportunity," as amended by Executive Order 11375, "Amending Executive Order 11246 relating to
Equal Employment Opportunity," and as supplemented by regulations at 41 C.F.R. Part 60, "Office of
Federal Contract Compliance Programs, Equal Employment Opportunity Department of Labor."
B.7.3 Certification Regarding Debarment, Suspension; Ineligibility, and Voluntary Exclusion
CPA is federally mandated to adhere to the directions provided in the President's Executive Order
(EO) 13224, Executive Order on Terrorist Financing - Blocking Property and Prohibiting Transactions
With Persons Who Commit, Threaten to Commit, or Support Terrorism, effective 9/24/2001 and any
subsequent changes made to it via cross-referencing Respondents/vendors with the Federal General
Services Administration's System for Award Management (SAM), https://www.sam.gov, which is
inclusive of the United States Treasury's Office of Foreign Assets Control (OFAC) Specially
Designated National (SDN) list.
Respondent certifies that the responding entity and its principals are eligible to participate in this
transaction and have not been subjected to suspension, debarment, or similar ineligibility determined
by any federal, state or local governmental entity and the Respondent is in compliance with the State of
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Texas statutes and rules relating to procurement and that Respondent is not listed on the federal
government's terrorism watch list as described in Executive Order 13224. Entities ineligible for federal
procurement are listed at https://www.sam.gov.
B.7.4 Records Retention
Contractor must retain all financial records, supporting documents, statistical records, and any other
records or books relating to the performances called for in the Contract. Contractor must retain these
records for a period of seven years after the expiration of the Contract, or until CPA or the State
Auditor's Office (SAO) is satisfied that all audit and litigation matters are resolved, whichever period
is longer. Contractor will grant access to all books, records, and documents pertinent to the Contract to
CPA, SAO, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract.
B.7.5 Environmental Protection
Respondent must comply with all applicable standards, orders, or regulations issued pursuant to the
mandates of the Clean Air Act (42 U.S.C. § 7401 et seq.) and the Federal Water Pollution Control Act,
as amended, (33 U.S.C. § 1251 et seq.).
B.7.6 Prohibition on Lobbying
By submitting a Proposal, Respondent hereby represents and warrants that, pursuant to 15 U.S.C.
Section 1, et seq. and Texas Business and Commerce Code Section 15.01, et. seq., neither Respondent
nor the firm, corporation, partnership, or institution represented by Respondent, or anyone acting for
such a firm, corporation or institution has violated the antitrust laws of this state, federal antitrust laws,
nor communicated directly or indirectly the Proposal made to any competitor or any other person
engaged in such line of business.
B.7.7 Copyrights and Publications
Contractor understands and agrees that, where activities supported by the Contract produce original
books, manuals, films, or other original material (referred to in this Contract as "the works"),
Contractor may copyright the works subject to the reservation by CPA and affected Customers of a
royalty -free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to
authorize others to use, for state or political subdivision purposes:
• the copyright in the works developed under the Contract, and
• any rights of copyright to which Contractor purchases ownership with funding from the
Contract.
Contractor may publish, at its expense, the results of Contract performance with prior CPA review and
approval of that publication. Any publication (written, visual, or sound) must include acknowledgment
of the support received from CPA and Customers. Contractor must provide one copy of any such
publication to CPA. CPA reserves the right to require additional copies before or after the initial
review. Contractor must provide all copies free of charge to CPA.
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B.7.8 Certifications
B.7.8.1 Child Support Obligations
Under Texas Family Code § 231.006, (relating to child support) Respondent, by submitting its
Proposal, certifies that it is , not ineligible to receive a payments under the Contract and
acknowledges that the Contract may be terminated and payment may be withheld if this
certification is inaccurate.
B.7.8.2Franchise Tax Certification
Respondent, by submitting its Proposal, certifies that it is exempt or not delinquent in the
payment of any franchise taxes owed the State of Texas under Chapter 171, Texas Tax Code. If
Respondent is a qualifying business entity type per CPA guidelines and is not set up in the
Texas Franchise Tax system, Respondent must do so prior to contracting with the State of
Texas.
B.7.8.3 Certification ConcerningDealings ealings with Public Servants
Respondent, by submitting its Proposal, certifies that it has not given and does not intend to
give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity,
special discount, trip, favor, or service to a public servant in connection with this transaction.
B.7.8.4 Certification Concerning Financial_ Participation
Under Texas Government Code § 2155.004, Respondent certifies that the individual or
business entity named in this Proposal or contract is not ineligible to receive the specified
contract and acknowledges that this contract may be terminated and payment withheld if this
certification is inaccurate. Section 2155.004 prohibits a person or entity from receiving a state
contract if that person or entity received compensation for participating in preparing the
solicitation or specifications for the Contract.
B.7.8.5 Certification Concerning Hurricane Relief
A state agency may not accept a Proposal or award a contract, including a contract for which
purchasing authority is delegated to a state agency, that includes proposed financial
participation by a person who, during the five year period preceding the date of the Proposal or
award, has been: (1) convicted of violating a federal law in connection with a contract awarded
by the federal government for relief, recovery, or reconstruction efforts as a result of Hurricane
Rita, as defined by Section 39.459, Utilities Code, Hurricane Katrina, or any other disaster
occurring after September 24, 2005; or (2) assessed a penalty in a federal civil or administrative
enforcement action in connection with a contract awarded by the federal government for relief,
recovery, or reconstruction efforts as a result of Hurricane Rita, as defined by Section 39.459,
Utilities Code, Hurricane Katrina, or any other disaster occurring after September 24, 2005.
Under Texas Government Code Section 2261.053, Respondent certifies that the individual or
business entity named in this Proposal or contract is not ineligible to receive this Contract and
acknowledges that this Contract may be terminated and payment withheld if this certification is
inaccurate.
Under Texas Government Code Section 2155.006Respondentcertifies that the individual or
business entity named in this Proposal or contract is not ineligible to receive this Contract and
acknowledges that this Contract may be terminated and payment withheld if this certification is
inaccurate.
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B.7.8.6 Certification Concerning Restricted Employment for Former State Officers or Employees
under Texas Government Code § 572.069
Respondent certifies that it has not employed and will not employ a former CPA or Customer
state agency employee or state officer who participated in a procurement or contract
negotiation for CPA or Customer state agency involving Respondent within two years after the
state officer or employee left state agency employment or service.
This certification only applies to former state officers or employees whose state service or
employment ceased on or after September 1, 2015.
B.7.9 Independent Contractor
Respondent is not an employee, officer, or agent of CPA for any purpose under this solicitation or
Contract. Respondent is and remains an independent contractor in relationship to CPA. CPA shall not
be responsible for withholding taxes from payments made under the Contract. Respondent may not
claim vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or
disability benefits, unemployment insurance benefits, or employee benefits of any kind from CPA.
B.7.10 No Assignment by Contractor
Contractor may not assign its rights under the Contract or delegate the performance of its duties under
the Contract without prior written approval from the CPA.
B.7.11 Indemnification and Liability
Acts or Omissions
Contractor shall indemnify and hold harmless the State of Texas, CPA, and Customers,
AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES,
CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY,
ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY
FEES, AND EXPENSES arising out of, or resulting from any acts or omissions of the Contractor
or its agents, employees, subcontractors, order fulfillers, or suppliers of subcontractors in the
execution or performance of the Contract and any Purchase Orders issued under the Contract.
THE DEFENSE SHALL BE COORDINATED BY CONTRACTOR WITH THE OFFICE OF
THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED
DEFENDANTS IN ANY LAWSUIT AND CONTRACTOR MAY NOT AGREE TO ANY
SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE
OFFICE OF THE ATTORNEY GENERAL. CONTRACTOR AND THE CUSTOMER AGREE
TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.
Infringements
a) Contractor shall indemnify and hold harmless the State of Texas, CPA, and Customers,
AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS,
ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement
of United States patents, copyrights, trade and service marks, and any other intellectual or
intangible property rights in connection with the PERFORMANCES OR ACTIONS OF
CONTRACTOR PURSUANT TO THIS CONTRACT. CONTRACTOR AND THE
CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF
ANY SUCH CLAIM. CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF
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DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED
BY CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS
STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND CONTRACTOR
MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE
CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL.
b) Contractor shall have no liability under this section if the alleged infringement is caused in
whole or in part by: (i) use of the product or service for a purpose or in a manner for which the
product or service was not designed, (ii) any modification made to the product without
Contractor's written approval, (iii) any modifications made to the product by the Contractor
pursuant to Customer's specific instructions, (iv) any intellectual property right owned by or
licensed to Customer, or (v) any use of the product or service by Customer that is not in
conformity with the terms of any applicable license agreement. c) If Contractor becomes aware
of an actual or potential claim, or Customer provides Contractor with notice of an actual or
potential claim, Contractor may (or in the case of an injunction against Customer, shall), at
Contractor's sole option and expense; (i) procure for the Customer the right to continue to use
the affected portion of the product or service, or (ii) modify or replace the affected portion of the
product or service with functionally equivalent or superior product or service so that Customer's
use is non -infringing.
Taxes/Workers' Compensation/Unemployment Insurance — Including Indemnity
1) CONTRACTOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE
OF THIS CONTRACT, CONTRACTOR SHALL BE ENTIRELY RESPONSIBLE FOR THE
LIABILITY AND PAYMENT OF CONTRACTOR'S AND CONTRACTOR'S EMPLOYEES'
TAXES OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS
CONTRACT. CONTRACTOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL
LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING
WAGES, TAXES, INSURANCE, AND WORKERS' COMPENSATION. THE STATE OF
TEXAS, CPA, AND/OR THE CUSTOMER SHALL NOT BE LIABLE TO THE
CONTRACTOR, ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE PAYMENT OF
TAXES OR THE PROVISION OF UNEMPLOYMENT INSURANCE AND/OR WORKERS'
COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE EMPLOYEE OR
EMPLOYEE OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER.
2) CONTRACTOR AGREES TO INDEMNIFY AND HOLD HARMLESS THE STATE OF
TEXAS, CPA, CUSTOMERS, AND/OR THEIR EMPLOYEES, AGENTS,
REPRESENTATIVES, CONTRACTORS, AND/OR ASSIGNEES FROM ANY AND ALL
LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS,
ATTORNEYS' FEES, AND EXPENSES, RELATING TO TAX LIABILITY,
UNEMPLOYMENT INSURANCE AND/OR WORKERS' COMPENSATION IN ITS
PERFORMANCE UNDER THIS CONTRACT. CONTRACTOR SHALL BE LIABLE TO PAY
ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE
COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL
WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND
CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST
OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL.
CONTRACTOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN
NOTICE TO EACH OTHER OF ANY SUCH CLAIM.
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B.7.12 Contractor Liability for Damage to Government Property
Contractor is liable for all damages to government -owned, leased, or occupied property and equipment
caused by Contractor and its employees, agents, subcontractors, and suppliers, including any delivery
or cartage company, in connection with any performance pursuant to the Contract. Contractor must
notify the CPA Contract Manager in writing of any such damage within one calendar day.
B.7.13 Force Majeure
CPA, any Customer, and Contractor will not be responsible for delays in performance under the
Contract should it be prevented from performance by an act of war, order of legal authority, act of
God, or other unavoidable cause not attributable to the fault or negligence of CPA, Customer, or
Contractor.
In the event of an occurrence under this Section, the CPA, Customer, or Contractor (Parties) will be
excused from any further performance or observance of the requirements so affected for as long as
such circumstances prevail and the Party continues to use commercially reasonable efforts to
recommence performance or observance whenever and to whatever extent possible without delay. The
Party will immediately notify the other Party(ies) by telephone (to be confirmed in writing within five
calendar days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
B.7.14 Buy Texas
In accordance with Texas Government Code § 2155.4441, Contractor must, in performing any services
under the Contract, purchase products and materials produced in Texas when they are available at a
comparable price and in a comparable period of time to products and materials produced outside
Texas.
B.7.15 Miscellaneous Terms and Conditions
13.7.15.1 Permits
Respondent will be responsible, at the Respondent's expense, for obtaining all permits or
licenses required by city, county, state, or federal rules, regulations, law, or codes that pertain
to the Contract.
B.7.15.2 Electrical Items
All electrical items provided by Contractor to CPA or a Customer under the Contract must
meet all applicable OSHA standards and regulations, and bear the appropriate listing from UL,
FMRC, or NEMA, or other applicable regulating body.
B.7.15.3 Executive Head
Pursuant to Texas Government Code § 669.003, the CPA may not enter into a contract with a
person who employs a current or former Executive Head of a state agency until four years have
passed since that person was the executive head of the state agency. By submitting a Proposal,
Respondent certifies that it does not employ any person who was the Executive Head of a state
agency in the past four years.
B.7.15.4 Terminated Contracts
By submitting a Proposal, Respondent certifies that it has not had a contract terminated or been
denied the renewal of any contract for non-compliance with policies or regulations of any state
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or federally funded program within the past five years nor is it currently prohibited from
contracting with a governmental agency. If the Respondent does have such a terminated
contract, Respondent must identify each and provide an explanation for the termination.
B.7.16 Non -Waiver of Rights
Failure of a Party to require performance by another Party under the Contract will not affect the right
of such Party to require performance in the future. No delay, failure, or waiver of either Party's
exercise or partial exercise of any right or remedy under the Contract operates to limit, impair,
preclude, cancel, waive, or otherwise affect such right or remedy. A waiver by a Party of any breach of
any term of the Contract will not be construed as a waiver of any continuing or succeeding breach.
The terms and conditions set forth in this section apply with equal force as to Contractor and
Customers.
B.7.17 No Waiver
The Parties expressly agree that no provision of the Contract is in any way intended to constitute a
waiver by the CPA or the State of Texas or any Customer of any immunities from suit or from liability
that the CPA or the State of Texas or any Customer may have by operation of law.
Nothing in this Contract should be construed as a waiver of the sovereign immunity of the State of
Texas, CPA, or Customers. This Contract does not constitute or should not be construed as a waiver of
any of the privileges, rights, defenses, remedies, or immunities available to the State of Texas, CPA, or
Customers. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses,
remedies, or immunities available to the State of Texas, CPA, or Customers under this Contract or
under applicable law does not constitute a waiver of such privileges, rights, defenses, remedies, or
immunities or be considered as a basis for estoppel. CPA does not waive any privileges, rights,
defenses, or immunities available to CPA by entering into this Contract or by its conduct prior to or
subsequent to entering into this Contract.
B.7.18 Severability
If any provision of the Contract is for any reason held to be unenforceable, the remainder of the
Contract remains fully enforceable.
B.7.19 Applicable Law and Venue
Respondent agrees that the Contract in all respects will be governed by and construed in accordance
with the laws of the State of Texas, except for its provisions regarding conflicts of laws. Respondent
also agrees that the exclusive venue and jurisdiction of any legal action or suit concerning the CPA
under this Contract is, and that any such legal action or suit will be brought, in a court of competent
jurisdiction in Travis County, Texas.
B.7.20 Compliance with Laws; Dealing with Public Servants
The Contractor must comply with all applicable laws at all times, including, without limitation, the
following: (i) Texas Penal Code § 36.02, which prohibits bribery; (ii) Texas Penal Code § 36.09, which
prohibits the offering or conferring of benefits to public servants; (iii) Texas Government Code §
2155.003, which prohibits the chief clerk or any other employee of the CPA from having an interest in,
or in any manner be connected with, a contract or Proposal for a purchase of goods or services by an
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agency of the state or accept from any person to whom a contract has been awarded anything of value
or a promise, obligation, or contract for future reward or compensation.
Contractor must give all notices and comply with all laws and regulations applicable to furnishing and
performance of the Contract. Except where otherwise expressly required by applicable laws and
regulations, CPA is not responsible for monitoring Contractor's compliance with any laws or
regulations. If Contractor performs any work knowing or having reason to know that it is contrary to
laws or regulations, Contractor bears all claims, costs, losses and damages caused by, arising out of or
resulting from such performance.
B.7.21 Insurance and Other Security
Respondent represents and warrants that it will obtain and maintain for the term of the Contract all
insurance coverage required specifically by Part A of this RFP and generally to ensure proper
fulfillment of the Contract and its liabilities thereunder. Respondent will insure any of its motor
vehicles used to fulfill its duties under the Contract and ensure that its subcontractors do the same.
Such insurance must comply with Texas statutory requirements and also cover any cargo being
delivered to Customers.
B.7.22 Deceptive Trade Practices; Unfair Business Practices
Respondent represents and warrants that it has not been the subject of allegations of Deceptive Trade
Practice violations under Texas Business and Commerce Code Chapter 17 or allegations of any unfair
business practice in any administrative hearing or court suit. Respondent represents and warrants that it
has not been found to be liable for such practices in such proceedings. Respondent certifies that it has
no officers who have served as officers of other entities who have been the subject of allegations of
Deceptive Trade Practice violations or allegations of any unfair business practices in an administrative
hearing or court suit, and further certifies that such officers have not been found to be liable for any
such practices in such proceedings.
B.7.23 Immigration
The Contractor represents and warrants that it will comply with the requirements of the Immigration
and Nationality Act (8 U.S.C.§ 1101 et seq.) and all subsequent immigration laws and amendments.
B.7.24 Key Personnel Change Management
Respondent agrees that the key personnel assigned to the Contract will remain available for the entirety
of the project throughout the term of the Contract as long as that individual is employed by Respondent
or unless CPA agrees to a change in the key personnel.
B.7.25 Federal, State, and Local Laws, Regulations, and Requirements
B.7.25.1 Contractor must comply with all laws, regulations, requirements and guidelines applicable to
a Contractor providing services to the State of Texas as these laws, regulations, requirements and
guidelines currently exist and as they are amended throughout the term of this Contract. CPA reserves
the right, in its sole discretion, to unilaterally amend this Contract throughout its term to incorporate
any modifications necessary for CPA or Contractor's compliance with all applicable federal, state, and
local laws and regulations.
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Contractor will indemnify the State of Texas and will pay all costs, penalties, or losses resulting from
Respondent's omission or breach of this Section.
B.7.26 Taxes
13.7.26.1 State and Federal Tax Law.
Respondent must comply will all federal and state tax laws and withholding requirements.
13.7.26.2 Federal Tax Reform Act.
Contractor must demonstrate on -site compliance with the Federal Tax Reform Act of 1986, Section
1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2s to
common law employees.
B.7.27 Worker's Compensation
Respondent is responsible for both federal and state unemployment insurance coverage and standard
Worker's Compensation insurance coverage. The State of Texas is not liable to Respondent or its
employees for any Unemployment or Workers' Compensation coverage or any federal or state
withholding requirements.
B.7.28 No Liability Upon Termination
If this Contract is terminated for any reason, the State of Texas, CPA, and Customer are not liable to
Contractor for any damages, claims, losses, or any other amounts arising from or related to
termination. However, Contractor may be entitled to the remedies provided in Texas Government
Code Chapter 2260.
B.7.29 Felony Criminal Convictions
Respondent represents and warrants that Respondent has not and Respondent's employees have not
been convicted of a felony criminal offense, or that, if such a conviction has occurred, Respondent has
fully advised CPA as to the facts and circumstances surrounding the conviction. If awarded the
contract, Contractor has a continuing duty to amend, supplement, or correct this representation and
warranty not later than ten days after discovering additional information relating to felony criminal
convictions of Contractor or any of its employees. Contractor will not allow any employee convicted
of a felony criminal offense to perform tasks related to the contract without such disclosure and
express permission from CPA.
B.7.30 Drug -Free Workplace
Respondent must comply with the applicable provisions of the Drug -Free Work Place Act of 1988.
B.7.31 Vendor Performance Before and After Award
In accordance with Texas Government Code §§ 2155.074 and 2262.055, vendor performance may be
used as a disqualification factor in the award of any contract resulting from this solicitation.
CPA may conduct reference checks with other entities regarding past performance. In addition to
evaluating performance through the Vendor Performance Tracking System (VPTS) as authorized by 34
Texas Administrative Code § 20.115, CPA may examine other sources of Respondent performance
including notices of termination, cure notices, assessments of liquidated damages, litigation, audit
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reports, and non -renewals of contracts. These sources of Respondent performance may include any
governmental entity, whether an agency or political subdivision of the State of Texas, another state, or
the federal government. Further, CPA may initiate these examinations of Respondent's performance
based upon media reports. Any investigations are at CPA's sole discretion, and any negative findings,
as determined by CPA, may result in a non -award to Respondent. Information pertaining to VPTS is
located on CPA's website at: https://www.comptroller.texas.goy/purchasing/programs/vendor-
performance-tracking.
Additionally, per Texas Government Code § 2155.089, CPA or state agency Customers will review
successful Contractor's performance under a contract resulting from this solicitation after the Contract
is completed or otherwise terminated. These reviews and any resulting classification grades will be
posted on the Vendor Performance Tracking System as noted in Texas Government Code § 2262.055.
B.7.32 State of Texas Debarment
In the event that Respondent has repeated unfavorable VPTS performance reviews, repeated
unfavorable VPTS grading classifications, or has more than two contract terminations within the
preceding three years for unsatisfactory performance, CPA may bar a vendor from participating in
state contracts for a period commensurate with the seriousness of Respondent's action and the damage
to the state's interests.
B.7.33 Electronic and Information Resources Accessibility Standards, As Required by 1 Texas
Administrative Code Chapter 213 (Applicable to State Agency and Institutions of Higher
Education Purchases Only)
(1) Effective September 1, 2006, state agencies and institutions of higher education must procure
products which comply with the State of Texas Accessibility requirements for Electronic and
Information Resources specified in 1 Texas Admin. Code Chapter 213 when such products are
available in the commercial marketplace or when such products are developed in response to a
procurement solicitation.
(2) Respondent must provide DIR with the URL to its Voluntary Product Accessibility Template
(VPAT) for reviewing compliance with the State of Texas Accessibility requirements (based on the
federal standards established under Section 508 of the Rehabilitation Act), or indicate that the
product/service accessibility information is available from the General Services Administration "Buy
Accessible Wizard" (http://www.buyaccessible.-ao . Respondents not listed with the "Buy Accessible
Wizard" or supplying a URL to their VPAT must provide DIR with a report that addresses the same
accessibility criteria in substantively the same format. Additional information regarding the "Buy
Accessible Wizard" or obtaining a copy of the VPAT is located at http://www.section508.gov/.
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Exhibit C
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For venciar (ioing 1)usiness with local governllrlental entfty
This queskionnaim reflects changes made to the law by KB. 23, 94ih Leg., ReguEar Session.
OFFICEUSEUNLY
=nis questionnaire iS aeing :"iled it accordance with Ghapte! 17b.l C, . LacaavemmeLnt Code, by a vendor who
� ���d
has a musiness relal.ionship as defined by Seclian 17f}_401(1-a) with a focal guvwnmentel enGfy and the
vendor meets requirements under Section 175_006(a)_
By law this quesuorimire must tke filed with; ahe tecafds adminisuasor of the local guvemrnenial entity not laser
than the 7th business day after the dale the vendor becomes aware of facts that require the stelement to be
filed. Sae Section 176_a[?6(a-j), LacaJ Government Code.
A vendor cammits an offense €f tho vendor knowingly violates Seclim 175.006, Local Coaarnmort ;ode Ar
oilense under this section fs a misdemeanor_
1 Name of vendor whoa has m business relaEtionship with local governmental entity.
Check th is box A you are fili ng an update to a previously fi led q uestionnai re. (The law requires that you file an updats,3
El 2
completed questionnaire win in-D appropriate filing authority not later than the 7th business day after the data on wh is h
you became aware that the or ginalfy f led questionnaire was incomplete or inaccurate.)
3 Nome of local government officer about whom the informa#ion is being disclosed.
Name of Officer
a Describe each employment or other business relationship with the tcaI government officer, or a family member of the
officer, as described by Section 176.003(a)(2)(A). Also describe any family miationship With the, local government officer.
Complete subparts A and B for each employment or busi Hess relationship descri bed. Atta c h additional pages to this Fo rrn
CIO as necessary.
A. Is the local government offKxu or a family member of the officer receiving or likelyr to racaiva taxable income_
other than investment income, from the vendor'?
Yes =hfo
B_ Is thevenrdar receiving or likely to rerieivia taxably income, other than irrvastment income, from or at the direction
of the local gawemnlent okficer OF a €amily member of the officer AND to taxable income is not received fri}m the
local governmental antity?
YsS No
9 Describe each empl oyment o r b usiness relationship th at the vendor named in Section 1 maintains wit h a corporati0n Or
other business entity With rLsfklct to Which the local gOv4fnment elfiCer Serves as. an offioer or director, or holds an
ownership inwrest of one percent or more.
6
El Chock ibis bmx it the wander has given the local govern ment ofker or a fam ily member of the affiirar ane or more gifts
as descrbed in Section 176.00S(a)(2)(B), excluding gifts described in, Section: 176.003(a-1 ).
6ignature or vendor doing businem with the govemmwn1aFeW Date
Farm provided by Texas Ethfcs Commission wwrr.eth€cs.sWe. Ix. us Revised 1112021
Cooperative Purchase Agreement Between the City of Fort Worth and Safesite, Inc.
Page 59 of 60
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at httpJ)Nuww.statutes. legis_state.tx.us+
Docs+LCVhtnVLG.176. htm. For easy reference, below are some of the sections cited on this form.
Local Government Code 4 176.001 (1-a): "Business relationship" means a connection between two or more patties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that issubject to rate or fee regulation by a federal, state, or local governmental entity or an
agency of a federal, state, or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chattered by a state or federal agency and
that is subject to regular examination by, and repotting to, that agency.
Local Government Code 4176.003(a)(2)(A1and (B):
(a) A local government officer shall file a conflicts disclosure statement with respect to avendor if:
(2) thevendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month per od
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government othcer or a family member of the officer one or more gifts
that have an aggregate value of more than $100 in the 12-month period preceding the date the
officer becomes aware that'.
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the tocal governmental entity is considering entering into a contract with the vendor.
Local Government Code fi 176.006(a) and (a-11
(a) Avendorshall file acompleted conflict of interest questionnaire if the vendor hasa business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a locaf government officer of that local
governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the
officer, one or more giftswith the aggregate value specified by Section 176.003(a)(2)(8), excluding arry
gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filedwith the appropriate records administrato
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity; or
(B) submits to the local governmental entity an application, response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer, described by Subsection (a);
(B) that thevendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission w,vw.ethics.state.mus Revised 1112021
Cooperative Purchase Agreement Between the City of Fort Worth and Safesite, Inc.
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