Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Contract 55154
CSC No. 55154 FORT NORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement("Agreement")is entered into by and between Leeds Precision Instruments, 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 be in the amount of six thousand one hundred twenty dollars($6,120.00). 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 City Manager below ("Effective Date") and expires on November 30, 2021 to coincide with the Cooperative Purchase Agreement. If the Cooperative Purchase Agreement is renewed, the parties may renew this agreement for up to four one-year renewal options by written agreement of the parties. Vendor agrees that City shall,until the expiration of three(3)years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX To CITY: To VENDOR: City of Fort Worth Leeds Precision Instruments, Inc. Attn: Jesus J. Chapa,Deputy City Manager Kevin Boulay 200 Texas Street Vice President of Sales Fort Worth, TX 76102-6314 17300 Medina Rd. Facsimile: (817) 392-8654 Suite 600 Minneapolis, NIN 55447 With copy to Fort Worth City Attorney's Office 612-940-2116 at same address The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: zmtu 1 CZWA& By signing I acknowledge that I am the person By: Jesus J.Chapa(Jan 11, 0211a:a9 CST) responsible for the monitoring and administration Name: Jesus J. Chapa of this contract,including ensuring all performance Title: Deputy City Manager and reporting requirements. Date: ,I�a.,. ... APPROVAL RECOMMENDED: By: ashy Kane=(kn 11,202113:10 CST) Name: Sasha Kane Title: Sr.Contract Compliance Specialist L By: EcTwin Kraus(Jan 11,202113:50 CST) APPROVED AS TO FORM AND LEGALITY: Name: Edwin Kraus Title: Chief of Police ppF°F0Rr�da (�.. ATTEST: p�o o;op0 By: 0j..o o� Name:Taylor Paris 0v0o °=d Title: Assistant City Attorney '!0 000 .Y By: daa�nEXpSoap CONTRACT AUTHORIZATION: Name: Mary J.Kayser M&C: N/A Title: City Secretary SELLER: Leeds Precision Instruments,Inc. ATTEST: �y By: jT By: Name: Kevin Boulay Name: W Pt Ifni n Title: Vice President of Sales Title: V(� Date: ! �? OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Exhibit A - Seller's Quote 17300 Medina Road,Suite 600 Minneapolis,MN 55447 USA Phone:+1-763-546-3575 Fox+1-763-546-4369 www.leedsmicro.com Quotation prepared for Fort Worth Police Department Attn: Paul Slocum Crime Lab 3616 East Lancaster Avenue Fort Worth TX 76103 Project Description: LCF Windows 10 Compatible Imaging Device Quote Number: 20285, issued by Leeds Precision Instruments, Inc. This quote is valid from: August 21, 2020 to November 30, 2020 F.O.B: Destination Terms: Net 30 (With Open Account) Delivery: Will ship within 90 days of receipt of a Purchase Order, subject to acts of God, or other causes beyond the reasonable control of Leeds. Respectfully submitted for Leeds by: Kevin Boulay, Vice President of Sales Quote#20285 8/21/2020 17300 Medina Road,Suite 600 Minneapolis,MN 55447 Phone: 763-546-8575 TO: Fax 763-546-4369 FORT WORTH POLICE DEPARTMENT ATTENTION:PAUL SLOCUM CRIIAE LAB 3616 EAST LANCASTER AVENUE FORT WORTH,TX 76103 1 Payment Terms Shipping Terms Quote Net 30 FOB DEST 11/30/2020 Item Oty Ulm Description Price Total PROJECT DESCRIPTION:LCF WINDOWS 10 COMPATIBLE El DEVICE TX CONTRACT I ea The following items are offered under Texas CPA 0.00 O.00T Non-Automated Term Contract,Class 490-1l Microscopes and Accessories.Term of contract:December 1,M 19 through November 30,2020.Delivery 10-120 days ARO. Minimum order:None.Spot purchase option:$100.00.FOB destination, dock delivery,freight prepaid and allowed on orders totaling $200.00 or more to a single destination.Orders totaling less than$200.00 shipped freight prepaid and added as a separate item on invoice.Payment terms:Net 30.Discount from list price as noted in specific contract line items.Interpretation: Questions concerning terms,conditions and technical specifications should be directed to Corey Korn,Texas Comptroller of Public Accounts,Tele:512-936-5950,Email: corey.kom@epa.texas.gov Point of contact at Leeds Instruments,Inc.:Terri Barnett,Tele: 1-800-444-5333,Fax:763-546-4369,Email: purchasing@leedsmicro.com.Contract information available at y http:llwww.txsmartbu .comlcontracts/view/2046 LCF-CMOS5-HDR 1 ea Leeds 5.1 MP b!O1 camerawith'USB3 connection and High 5,SOO.00 5 500!OQT Dynamic Range(1 IDR)imaging.Sensor size:1 lmm vnth'244$ x 2048 pixels.Pixel size 3.45 pm,Lxve image refresh rate.I23�r FPS at full resolutionl(6 RIFP5 dithprdpervidgo card).SPOT 5.6 basic software includes digital imaging software'thi user login,full monitor mode,basic image set-ups,live preview,",i basic camera control,basic tune- pse capture,movie export I correct color techriolagy,basic image,enhancement tools, reticle generator,:calibration marks,measu'remei3ts,,annotatirs p g l basic report generator,twain interface�,for Windows.SPOT 5.6 HDR Module key included. LCF-DI 1 ea 0.63X C-Mount forOLYMPUS BX 549.06 549.00T � t Y Respectfully Submitted by:Kevin Boulay,Vice President of Sales A ,H . www.leedsmicro.com Page 1 t Quote#20285 8/21/2020 17300 Medina Road,Suite 600 Minneapolis,MN 55447 Phone: 763-546-8575 TO: Fax:763-546-4369 FORT WORTH POLICE DEPARTMENT ATTENTION:PAUL SLOCUM CRIME LAB 3616 EAST LANCASTER AVENUE FORT WORTH,TX 76103 ShippingPayment Terms . Until Net 30 FOB DEST l lr30l2020 Item Qty Ulm Description Subtotal 6,049.00 10%Customer Discount 10.00% ' -60490 Subtotal 5,444.10 OPTIONAL SOFTWARE LCF-SPOT56A 1 ea SPOT 5.6 Advanced hard copy-new license identification— 599.00 r 599.00T digital imaging software with-user login,full monitor resolution live and captured images,live histogram,multiple image set-ups,camera control,camera TTL control,tuni lapse image capture,correct color technology,image enhancement tools,'image palettes,image merge,`image subtract,image correction frames,pixel value export,movie export reticle generator,calibration marks,measurements,measurement export,annotation,reports,taskbar editor,micro programming editor,custom dialog editor,report generator,(personal database-windows versio do nly),twain interface�for,vuincLOWS version,application interface for MAC version,support for add-on modules. LCF-SPOT56EDF 1 ea SPOT 5.6 advanced extended depth of focus module-includes 150.00 150.00T select best contrast image from stack,create maximum projection image from stack,create extended depth of focus image from stack(requires SPOT 5.6 advanced software) Subtotal 749.00 10%-CustomerDiscount -10.06% -7490 Subtotal 674.10 Respectfully Submitted by:Kevin Boulay,Vice President of SalesT i www.leedsmicro.com Page 2 Exhibit B — Cooperative Agency Contract m @ CL E m s §2 E �a S .2 k �o 2 �� m CD u 70u /k 2 � § § s_ M M � CD E 2 � L) Via@ � �k k « oE @ � 2 § CL Qo. Q (D CL U) CD �3 ) 2 m o k �/ in 0 � a 2 CD W @ o 0 0 �f § ■ § < §Q�f �f U CL 0 Kea) 2 2 � 5« k E @ CD C £ a q §2 k U) CL % § (0� @ 0 q� ■ 2 � o-0 ( k N mCN > % 0 2 a CD § § ƒ . g § E A q / § 2 Cl) L9 2 ■ E k ° 2 Q o 02 kk § . 3 w q a 2 Q a O IT 0 cm CL m E E E o a e @ « 0u ■ cu 2 © ° m � 2 Q � 2 � / E © CL © @ 2 ` C) z 0 u �_ w a u O a z a c a U N ' d O U 04 U U N N O 0 7 N N 0 i U N p N 0 (D p 0 E O Za0 aC � fn O U N U ZO 04 0 U CD a) E .2 coo- cn O a) O N y O N N 'O 0 -O �-O O'O fn C >+r Co N2Z CI Q U) > U > Ua C � 0 0 a Q V N Q 01 C t C 0 N U)C "0- C Q 7 0 �Q a O CL,C CL Q N U �� U UN OM 0 d N U c0 �0 a) > V Q � U OL 0 ).Q-o . 0 UO 00 U) O -Q �0 �0 w U-L cn c N W a)o a 0 co -0 co n ao O Z I E ao E N U) f0 LA (D (D cn C Lo o O U C 0 00 �, L 3 NFL N :_° :30 Q �o Coo ND ° c O Q o U 04 c LoU) OOofn 0 m ym Lom �,O 0 m O O Lo 0 6 Q � cn� p vW M N M r - V O M O a) Q o �+ — Lo �+ L �+ O 3 0 E U ^C C C O- O- C U"O ciU) EU omO ° o o � o Q.� Qo 03 _ E U L.L ^U \ O- . OL Qx >+t r+t �t at N� d 0 �t "� +Co O 80 NV Oy7O) 0U U Up (n0 U � � U t K C a) M Q-W Co L '�N U) O aj cn 72 U) C Q t +ram .. 0 N 0 "=' OL 0 N Co U)Q �Q ^Q O E cn -R ;Q -0 a) (D �2 � ti �N 0� (_0j U .90 XU �co 0O (D U 20 co C O ()p a C C C t 0 U) C N aci Cry E � CCD� co cU (DL) U)U w �Co aDV °c E Co Eo ° C Q-o o co c c U c vc cno a c Co�� cn > a?� w° o� a� Uo vo co (D to � m> ° o >+n � E t -°�n a c E a E aD E n ` E M.- 0 rn t cn Q Q ° a ° 0 ° � t � Co ° +� Co Co w � C Q-U ' 'IyN QO y0 CO U) N 00 ° (D �' o ` x c0i cu �° ° U a? o (DC°o aoio 00 20 ate ° Lo Q'o c Q ^ x CT . U-C *j °LL ALL QLL ° cLa v °LL 0 o � C U �a a� o �w oa W o a0 Q o ao mQ c o 0, o U o o ° U o� Q � � � O x U o� o co 0 ° ° CD � V z 0.2 ccn ocn 2U) yV cM cn c x _2 cEi Cur cn naac � E cE of O2 a) C cLaE - L co � c arc o c pa a a�iV ° c°n oV N o 0 m y U)V °�c�on^ — c ci (D � U Cn U a o0j, 0 ° ° ° > > a� ° x E w O d N p V U co c a)U � U � U f0 U 0 C °U w Co Qa 75 y 0 U � •Q•- U O Qm �O m 4O m^ U O C CD U mx U O c Co CD Ec E M� Q2 aE v c ^ °c ^ 0 C x c� a E ac0 E o o F 8cn > a C LL o d •°'� C V p O p O p x U 2 ao 0 a04 °y E U c o Q°� °� UFO °LL O0 o� � ° b- OQ ° °' a�'i 3 a`�i o �7) c`o 3 � �N o�N ono c o c0 3 ��o c0i > c cLo c .�Qm -° 0 -°� E � o � O � N Co� o o � a _ _ oa�o C E o N Q �� U0 Q �C� C� CD �� U Q W C-0 D o m Y m coo 0o n o� o n �ao� � °�� °�o °�� ay o� o a? coo o 0 ( z c c LM U U U CCna o� I ° °-° °a N ° W aDM@) N E NU Coo E ncn r >U) ° >cn N °U N E �U) 9 Cra M 2oT0 ° � °rn ym-0 � � a) � Ca) N Ca) f0 � cm fn ° Q0 I -a� U >. c jQ^E Uj UC Zyam oza) ozCo OZQ OC Oj OZ0 O +r� o N E p COL) Q2 -a C IU^ N C N I C Q C = Q^ U ~ C O Q3Y �_ C C O Q ti m ti O a) mX �.0� O =I of O >c m 002 L O O U 0 � C � t E ._ C N � rr CD � r.+ N � r.+ ` � t N i C � +_' U U ° ai_ r- Q 1- U) �� coo Qx ao c ao c c co co o aoU) x Co Q co m O� E a� cn cn cn-- •- V)-- •- cn-- cn cn cn._ c 0 Q o C '� Q Q U U Q p +' +' a) I ' O i Q- C Z U)F-0- � vai vo �Qwc�nN vQ� vQ� qT 0) 0)v� vQU QO o N c c E v, a` = a d Ca M d 3 0 IL LCD M _ Z = CDio O cm = C� L V d 0 �+ CDCL H C� C� Q w G o = as CDw O 0— 0 Ld E -a LO rn� ° oo w �� t °) 3o :3 co O O m Co a 0 in 0)m O as O, j 'C C) +� U (DO a) :3 C E C.)(.0 a)0 M N N 0 ;� a C U 20 a 0N � O - m E `� N N� � O C C 0CCMCMN �o U O pp — Q U C N OL +_' N 0 N 0 C U C b9 0 U'- � O ° U to rn 0� dO ° °� O � o0NO ma ° ~ 70 ONmN 2( E_ tV 0� 3 H0 c 30 � a) 0. 7 � aCo oo as ° rn° } as c > C Lj � a)p >%(D � a� a a a) c cn N 0 O 0 ' -0 '0 co +- co 0 E a) w C N m E ;� °� Q-_r °D ° 00 (DECO c ° ° E " o-0o z a a) E U ` E � o Y o � o >,� cnt ono U � a) c°irn� O U-0-0 O m V `� Et O > 0 C 0 0 U U cU "- — Ca) w Ow a) j 00o001 � a) -° C � ° v � t o � EAU ° a NC a) � Q co �a � 0 � w op ° ` � N c (D aoio E cC0 a? aQ >U °) � o 0Coo�`to° � w E Y � � as cn ` c as � � oas U -yx � aDo � U ° m= a�i coioc°) c � �� � tea) > � 0Q-EcD Z � `C o n3 co m a) 2 >, � °� ° � cn-°° oo Qc n c ° a)i a) 0 c°n� c C C M CM cco � o a.a) o a � � a) cco c°oo C 03a) aCi cLaU � o ° _a (D py " > a p2 o J — � o CO > ° o f00C oo g °Da) •Co � � � Q- m a) ° cow c `� a) E � ° Uoca� No W ° O O � C V p^ C t := �- -00 j > �, fn c"'p as ND NO d cco C U +� O cpJ a0 (D 70 0 :3 -0U a) 0 E — ` � a) (D as � E c cC oorn o�-? c°Di� o�oN� Oo cai ai o p ` a �a) - - (� a' � >OO V -0 C.) = c / -0 E o o E o ° r- 7 CD CD 0 U Q (D C 0 Co3 � ny yNj " N C� C � � 3 O U — cCC �bU, 0mU °� � a) > 0 > � a) o— o a)c ci� y a o a� we � n ° c -Ea y � Z, y E )w a) � cco O o O > � E � o a x ON N- 0oU -0 (D y c o c a � Eo � n 0aZ Dc � o� ooE mC0OH m ° ` ? VM N y 0 ( c0 cosD >,0o N> O _ > O O N2 Nam cc"' C E W\p �� o O UN QC CM(D�N C N N moo cN Cya) � o Oo ° >'� CUC CE ^�m ° a) E oc0000tjm � �'� aUi E U 5 �y co ccooE � C2 `� ° oQ �aaa) o o Q 3oa) cn t = C Co`� �= 5 coo ° U 5 �~COc j,a�'i a i a`ai n`C coi ` c -° O ❑ 0 0) a) +r C O O �, - C o � U a3� ❑ aa) E � w a a) x � O w U CL N U — O� C "- co s CO 0 a) 4- O &- "a " 0 � a) > a N a3'0 a) 0 �'O•— N N Clpt L 0 j� C j 1.; c ma c " C O 0 0�U O 0 a) C a) > ` 3 0) 0CU mE a) OO a) C '— O a)CU C �O > �'> 0C C a) U Na3 --= s- >, 7CU 70E EV cm 0 Eca) a°� aa) LNCL ,1 > wa3 O a) C rn� ° y3 a) o �Oo a) Qc T > > ` 0L- > Nxa) � o U ❑ o - EU � D ° a C cow " 0) o � Co O c O -t a) 0> M E o 0 o -0 cn a) O N w a) >,— c >,� -a U 2 -0•— O 0 ` N �, C ' `t y a) MNU 0. c �� Z Z CO y Co o a)- CO a c >�o cco o coo co a N Ea) O 0 0 ` Co 0E c a) - - 00 O E 0-0o y o _p ° con m a`�i� a`�i o ` cco o ° U E c 0� � o �N ° `C Q"o c co aD(D-0 u) C N C O� cn O N N N oU OU �0 N CV 0) a o o > 0 a) > Co : oy � � (D0 o`l) :3 (D L) (D0 �)oa c�0n zxEc—) °nacc)-(DScY) a) a) o —'n cn °� y-° a) o ° o Q CnU a)a � oEQc°) caoa)� ° ° -°•a a) ° o co a ° co ° 2 � � o � ,� a ° ao � � oa c a) � -Qaa � O ❑ co 0) LL M ❑ U E U m H ° a H OU ❑ m HUcnc4�--U 0 > SH . . . . . C: O O � c H O — w V 0 O fn d L oc ao p U. 0 c O = 0 U 0 c° 0 yea � d 02 C.i sd 0 A. i L- _ E = 0 C (a 0) � (a ov vv ac) ww in t 00 ) O U Iq 7 Q 2 � # ¥ � CL k 2 c E 2 E 3 0 z 0 Q § \ 2 E k 2 / 0 \ Eo § E ° R c o o o q § « k d § d § L 0 2 / = .2 k 2 E k £ ƒ ( §@ 3 oa k 2 J N / \ § 0 2 N - 0 k 3 § U k q § f 2 a % f 2 ' 2 � 3 0 G 3 E LO — R z 2 a \ 2 � E G . 2 q § - CO 0 SO k C q % G N co@ . IT - o o . � q o o o@ 0) 0 n M n n CD 0 CC N o � 0) n o CD co q E k § 0 2 w § ƒ q f / § " E cn 0 2 a C _ 0 2 L ¥ g o 2 a n o t . n v £ v q _ ' ■ . ■ k ■ . ■ ■ ■ . to ■ . ■ A.- - . c @ . c L. L. -W -W .@ c @ . c @ 0 0 E 2 2 0 0 E 2 CD 2 - 0 0 E 2 2 0 0 E 2 2 > U U w a « > U U w a Q « > U U w a « > U U w a « CL U g IL q � k a 0 k k q CY) E 2 E k k @ CL � k0 § k 2CLE k k. -0 f f � § 2 / R S k R � / C 2 E 6 k2 k k -0g CDRCL Co ƒ m > , v 0 0 / k A k � o f 2 2 0 k 7 % k S f \ . o R i x k k R § 0 m 2 R f o 0 § -0 z R - R R � k E 2 E g o CL k 0 CL S o ° k � ° � k b $ > k CL ° % / (D E $ k § $ ° � / f k S 1 0 / 0 CD / § E < 2 ( § � � ii R 1p g ƒ ■ k E f / / zZ Q) @ o / £ § E k r_ 0 � ' ' CL o m • R ° R R CD ° E �_ § k 2 k 2 3 § k k / 2 _ § � f 2 dt) § 2 0 k ƒ - \ o w ' Q « k E = ® - § ° § � & � -0 o CO o o � 0 C ® c m , � g ® n ■ ? ) = n d- 2 = £ m c m m 0 L -2 - � § E O £ @ § CL % r [ @@ E k » E o a. 0 / / k = � o k K 2 f a 3 m > f k $ 2 0 9 = z > m Q wCD 2 � > o 2 � � § ■ R q a m 2 m m : m Q e C m CC W ° � ® § § m = S f § k E / 2 k ` § § .\ z Q � a « 2 n a z w a n p \ . . . . . . . . . . � . . . § § E 2 2 \ - 2 - I > U U w a « > E \ GLENN HEGAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS NOTICE OF AWARD Page I of 2 Payee ID#: 14115600828 Contact Name: Terri Kathryn Barnett Leeds Precision Instruments, Inc. Phone: 763-546-8575 17300 Medina Road, STE 600 E-Mail: TBarnett@leedsmicro.com Minneapolis, MN 55447 Sales@leedsmicro.com Re: Contract No.: 490M2-2203 RFP No.: 304T-18-490M2 Description: Microscopes and Accessories Term of Contract: Date of Deputy Comptroller's signature on this Notice of Award through November 30, 2018 Your company, Leeds Precision Instruments, Inc.; submitted a Proposal to the Comptroller of Public Accounts (CPA) in response to the above-referenced Request for Proposal (RFP). This letter is to inform you that the Comptroller accepts your Proposal for the items listed in the attached Contract Item List. The Contract Item List includes the Commodity Code for each item. This code must be included on the Customer's purchase order and on the sales report as required in Part A, Section A.10, to be submitted by the Contractor. The Contract consists of the documents stated in Section B.3.4 of the RFP; however, products or services in your Proposal for which you sought an award that are not included in the attached Contract Item Listing are not part of the Contract. Only those assumptions and exceptions specifically noted in this award letter have been accepted by CPA. All other assumptions and exceptions are specifically denied. Any oral discussions, representations, or accommodations regarding assumptions or exceptions are specifically disclaimed. As stated in the RFP, no minimum compensation under the Contract is guaranteed. You must not process or,make delivery for any products or services until receipt of a purchase order by a Customer pursuant to the terms of the Contract. Any payment due under this Contract will be applied towards any debt, including but not limited to delinquent taxes and child support, which is owed to the state of Texas_ The terms and conditions of this Contract may be modified only through a written amendment executed by an authorized representative of the CPA. Customers may not modify the terms and conditions nor amend the Contract. Please review the attached Contract item Listing carefully. Notify CPA of any errors requiring correction within five (5) business days of the date the Notice of Award was sent by e-mail from the Comptrol Ies.Texas.Gov NOTICE OF AWARD Page 2 of 2 Statewide Contract Development. Such notification and all invitations for any changes to the Contract, including communications regarding the Contract, shall reference the Contract number and RF'P number and be submitted to Statewide Contract Management. Statewide Contract Management E-mail:sad cmo1Lrcpa.texas.goy T xas Coz vol of Public Accounts Mil: c s Deputy Corn roller Date: Comptrol Ier.Texa s_Gov Contract Item List Contract No.49OM2-2203 RFP No.:3O4T-18-490-M2 Microscopes&Accessories Leeds Precision Instruments,Inc. Quantity Commodity Line Catalog Effective Manufacturer %0lswum Quantity Breaks Breaks %Discount No charge unt from Delivery Item Description Catalog Name/Na. Date Name from catalog Inseallatlon Code No. (volume purchased) (dollars Catalog(Qty Breaks) n/Nl Days ARID spent) 490-58-40-10 3 1 Upright Light Microscopes in Education Leeds Precision _ Leeds Precision Instr 10% S+Units - 13.50% Y 60 days Instruments 490-58-40-10 3 Upright Light Microscopes in Education Accu-scope Inc. Accu-scope Inc. 10% N 60 days 490-58-40-10 3 Upright Light Microscopes in Education Custom Forensic Zeiss _ Carl Zeiss,Gmbh 10% - - - N 60 days Microsco es 490-58-40-20 4 Upright Light Microscopes for Leeds Precision Leeds Precision 10% 5+Units - 13.50% Y 60 days Routine Research Apiplicartions Instruments Instruments Inc. 490-58-40-20 4 Upright Light Microscopes for Accu-scope,Inc. - Accu-scope,Inc. 10% - - N 60 days Routine Research Applications 490-58-40-20 4 Upright Light Microscopes for Custom Forensic Zeiss _ Carl Zeiss,Gmbh 10% - - N 90 days Routine Research Applications Microscopes 490-58-40-60 8 Stero-microscopes Leeds Precision Leeds Precision 10% S+Units - 13.50% Y Instruments Instruments Inc. 60 days 490-58-40-60 8 Stero-microscopes Leeds Precision Leeds Precision 10% S+Units - 13.50% Y Instruments Instruments Inc. 60 days 490-58-40-60 8 Stero-microscopes Accu-scope,Inc. Accu-scope,Inc. 10% N 60 days 490-58-40-60 8 Stero-microscopes Custom Forensic Zeiss _ Carl Zeiss,Gmbh 10% - - N Microscopes 90 days 490-58-40-70 9 Additional Microscope Configurations for Leeds Precision Leeds Precision 10% S+Units - 13.50% Y 60 days Research Instruments Inc. Instruments Inc. 490-58-40-70 9 Additional Microscope Configurations for EvoFinder - Scann Bi,Gmbh 5% - - - N 30 days Research Page 1 of 1 COMPTROLLER OF PUBLIC ACCOUNTS f • d �.l i h STATEWIDE PROCUREMENT DIVISION REQUEST FOR PROPOSALS Microscopes and Accessories RFP No. 304T-18-490M2 NIGP CLASS ITEM 490-57 490-58 SCHEDULE OF EVENTS ESBD Posting Date November 29, 2017 Questions Submission Deadline Date December 7, 2017 Response to Questions through Addendum Date December 8, 2017 Or as soon thereafter as practical PROPOSAL RESPONSE DUE DATE December 20, 2017 PROPOSAL RESPONSE DUE TIME 1:30 pm 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. RFP No.304T-18-490M2 Page Al RESPONSE SUBMISSION CHECKLIST IMPORTANT: RESPONDENTS MUST ADDRESS ALL INQUIRIES AND COMMUNICATIONS CONCERNING THIS RFP TO THE INDIVIDUAL LISTED IN SECTION A.12.4 — POINT- OF-CONTACT. COMMUNICATIONS WITH ANYONE OTHER THAN THE POINT-OF-CONTACT MAY RESULT IN DISQUALIFICATION OF A PROPOSAL. Please read all instructions, documentation, and requirements contained within this RFP. Reference Section A.18—Organization of the Proposal for Submission. CPA will disqualify any Proposal received without the required documentation identified below. ❑ EXECUTION OF PROPOSAL—ATTACHMENT A ❑ HUB SUBCONTRACTING PLAN (HSP)—Reference Section A.13 ❑ MANDATORY PRICE SHEET CPA may disqualify any Proposal received without the required documentation identified below. ❑ IDENTIFICATION OF CLAIMED CONFIDENTIAL/PROPRIETARY INFORMATION, if any ❑ RESPONDENT INFORMATION—ATTACHMENT B ❑ PREFERENCES—ATTACHMENT C ❑ AUTHORIZED WARRANTY SERVICE PROVIDER—ATTACHMENT D ❑ TRAINING PLUS BRAND/MODEL(S) OFFERED -ATTACHMENT E ❑ IDENTIFICATION OF ALL EXCEPTIONS AND ASSUMPTIONS to terms of this RFP or Contract, if any ❑ CONFLICT OF INTEREST DISCLOSURE, if applicable ❑ DESCRIPTION OF TRAINING PROVIDED AT NO CHARGE ❑ DESCRIPTION OF INSTALLATION SERVICES ❑ INSURANCE— Statement of Intent ❑ MANUFACTURER'S PRICE LIST/CATALOG ❑ DESCRIPTIVE LITERATURE FOR PRODUCTS OFFERED ❑ FINANCIAL RESOURCES AND ABILITY TO PERFORM Documentation that demonstrates Contractor's financial responsibility/stability ❑ SIGNED COPIES OF ALL ADDENDA to this RFP, if any Reference Section A.18 and Section A.19 for Submission Requirements RESPONDENT MUST SUBMIT THE MANDATORY PRICE SHEET ELECTRONICALLY IN THE ORIGINAL FORMAT. Respondent must submit an electronic Proposal to the following e-mail address: SPD.ebids@cpa.texas.gov. CPA recommends beginning the process well in advance of 1:30 pm on the due date. RFP No.304T-18-490M2 Page A2 PART A: SPECIAL INSTRUCTIONS Table of Contents A.1 DEFINITIONS.........................................................................................................................................................4 A.2 DESCRIPTION........................................................................................................................................................4 A.3 TERM OF THE CONTRACT................................................................................................................................5 A.4 PRICING..................................................................................................................................................................5 A.4.2 DISCOUNT STRUCTURE...............................................................................................................................................5 A.5 PRICE ADJUSTMENTS........................................................................................................................................6 A.5.1 DISCOUNT INCREASES.........................................................................................................................................6 A.6 INSURANCE............................................................................................................................................................6 A.7 REQUIREMENTS AND SPECIFICATIONS......................................................................................................8 A.7.1 REFERENCED BRAND EXAMPLE............................................................................................................................8 A.7.2 CONTRACTOR REQUIREMENTS..............................................................................................................................8 A.7.3 SPECIFICATIONS....................................................................................................................................................9 A.7.4 CONDITION OF PRODUCTS................................................................................................................................... 12 A.7.5 QUANTITIES......................................................................................................................................................... 12 A.7.6 WARRANTY REQUIREMENTS............................................................................................................................... 12 A.8 SHIPPING,DELIVERY,AND PACKAGING...................................................................................................12 A.8.1 IDENTIFICATION OF SHIPMENTS AND DOCUMENTATION...................................................................................... 12 A.8.2 PACKAGING AND LABELING................................................................................................................................ 12 A.8.3 SPECIAL DELIVERY REQUIREMENTS.................................................................................................................... 12 A.8.4 HOURS OF DELIVERY........................................................................................................................................... 13 A.8.5 DELIVERY SCHEDULE.......................................................................................................................................... 13 A.8.6 DELIVERY DELAYS.............................................................................................................................................. 13 A.8.7 COMPLIANT PRODUCTS....................................................................................................................................... 13 A.9 RETURN,CANCELLATION,AND RESTOCKING FEE...............................................................................13 A.10 REPORTING.........................................................................................................................................................14 A.1 0.1 REPORTING REQUIREMENTS................................................................................................................................ 14 A.11 PURCHASE ORDERS AND INVOICES............................................................................................................14 A.11.1 CUSTOMER PURCHASE ORDERS.......................................................................................................................... 14 A.11.2 INVOICES AND EXPEDITED PAYMENT DISCOUNTS............................................................................................... 14 A.12 PROPOSAL INFORMATION.............................................................................................................................14 A.12.1 SCHEDULE OF EVENTS......................................................................................................................................... 14 A.12.2 SOLICITATION AMENDMENTS.............................................................................................................................. 14 A.12.3 QUESTIONS.......................................................................................................................................................... 15 A.12.4 POINT-OF-CONTACT............................................................................................................................................ 15 A.12.5 DOCUMENTS AND ATTACHMENTS INCLUDED WITH THIS RFP............................................................................. 16 A.13 HUB SUBCONTRACTING PLAN—REFERENCE PART B; SECTION B.2.5............................................16 A.14 DISCLOSURE OF INTERESTED PARTIES....................................................................................................16 A.15 EVALUATION OF PROPOSALS.......................................................................................................................17 A.15.1 EVALUATION CRITERIA....................................................................................................................................... 17 A.16 AWARD PROCESS...............................................................................................................................................19 A.16.1 AWARD NOTICE.................................................................................................................................................. 19 A.16.2 MULTIPLE AWARDS............................................................................................................................................ 19 RFP No.304T-18-490M2 Page A3 A.17 SUBSTITUTIONS.................................................................................................................................................19 A.18 ORGANIZATION OF THE PROPOSAL FOR SUBMISSION........................................................................19 A.18.1 CONFIDENTIAL/PROPRIETARY INFORMATION...................................................................................................... 19 A.18.2 EXECUTION OF PROPOSAL—ATTACHMENT A.....................................................................................................20 A.18.3 RESPONDENT INFORMATION—ATTACHMENT B..................................................................................................20 A.18.4 PREFERENCES—ATTACHMENT C........................................................................................................................20 A.18.5 AUTHORIZED WARRANTY SERVICE PROVIDER—ATTACHMENT D......................................................................20 A.18.6 HUB SUBCONTRACTING PLAN(HSP)-REFERENCE SECTION A.13....................................................................20 A.18.7 MANDATORY PRICE SHEET.................................................................................................................................20 A.18.8 ASSUMPTIONS AND EXCEPTIONS.........................................................................................................................21 A.18.9 CONFLICT OF INTEREST DISCLOSURE..................................................................................................................21 A.18.10 INSURANCE..........................................................................................................................................................22 A.18.11 MANUFACTURER'S PRICE LIST/CATALOGS.........................................................................................................23 A.18.12 DESCRIPTIVE LITERATURE FOR PRODUCTS OFFERED..........................................................................................23 A.18.13 BRAND/MODEL NAME(s)OFFERED-ATTACHMENT E........................................................................................21 A.18.14 QUALITY OF COMPREHENSIVE TRAINING PROGRAM...........................................................................................22 A.18.15 FINANCIAL RESOURCES AND ABILITY TO PERFORM............................................................................................23 A.18.16 SIGNED ADDENDA TO RFP..................................................................................................................................23 A.19 SUBMITTING THE PROPOSAL TO CPA........................................................................................................23 A.19.1 ELECTRONIC SUBMISSION...................................................................................................................................24 A.19.2 HARD COPY SUBMISSION....................................................................................................................................24 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 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.cpa.state.tx.us/ Party or Parties Either CPA or Respondent, separately or collectively. Proposal A Proposal submitted to CPA as a result of this solicitation. 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. A.2 DESCRIPTION The Statewide Procurement Division (SPD), a division of the Comptroller of Public Accounts (CPA) of the State of Texas requests sealed Proposals to establish a Contract for Microscopes and Accessories. RFP No.304T-18-490M2 Page A4 Major customers for these items include institutions of higher education such as, but are not limited to: Texas A&M University, UT Southwestern Medical Center, UT MD Anderson Cancer Center, University of Texas at Austin, University of Houston and UT Health Science Center Houston. 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 November 30, 2018. Three (3) one-year periods for renewal will be at CPA's sole option. Pt Renewal Option: December 1, 2018—November 30, 2019 2nd Renewal Option: December 1, 2019—November 30, 2020 3rd Renewal Option: December 1, 2020—November 30, 2021 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. A.4 PRICING Proposed prices or discounts offered to the State shall 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 must 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.4.2 Discount Structure The proposed discounts must remain firm during the initial term and all renewal terms of the Contract. The percentage discount for each category, as listed in Section A.7, must represent and include all RFP requirements. Quoted prices must represent prices that include all RFP requirements. Shipping shall be F.O.B destination; therefore, unit prices must include statewide delivery (all shipping, handling/delivery fees and fuel surcharges). The following conditions apply: • A discount percentage shall be indicated on the Mandatory Price Sheet (XML) for all items offered on the price lists/catalogs. This percentage will be used for the term of the contract. • Higher discounts for large quantity purchases are invited. These higher discounts can be offered for either quantity of items purchased or total dollar volume spent on an order. If higher discounts are offered, either the quantity volume or dollar volume can be included on the Mandatory Price Sheet along with the the higher discount value. After award, the contractor(s) shall furnish copies of the current price lists/catalogs properly identified, edited and dated to each customer upon request. Manufacturer's Price Lists and/or catalogs must be included with the Proposal. Clarification of Manufacturer's Price List/Catalog: RFP No.304T-18-490M2 Page A5 • This type of contract provides for discounts from a current manufacturer's or producer's type price list/catalog OR a percentage add-on to a manufacturer's distributor or producer's type price list/catalog. • The list provided must be the latest in effect between the "date mailed" as shown on the solicitation and the response due date. Manufacturer's price list means a price list published in some form by the manufacturer of a product and available to and recognized by the trade. Items submitted for any given solicitation must be from each manufacturer's standard list. The CPA reserves the right, in its sole discretion, to determine the acceptability of a price list. • Dated manufacturer's distributor or producer's type price list/catalog or industry accepted documentation showing the current pricing and the initial pricing structure must be included in the solicitation file. Accepted documentation could include mill notification letters, invoices, and copies of general announcements from the manufacturer showing the transaction prices dated prior to the response due date. These announcements must apply to all government Customers or Customers of a similar volume and not apply only to the solicitation for the state of Texas. A.5 PRICE ADJUSTMENTS A.5.1 Discount Increases Contractors are required to immediately implement any discount increase that may become available. Contractor must notify CPA in writing so that CPA may update the Contract. Discount increase adjustment requests must be submitted to CPA, SPD Contract Management Office (CMO) in writing with a signed cover letter detailing the changes. The CMO will apply discount increases within 15 calendar days after receipt of a properly submitted request. Contractors should send notification of discount increases by e-mail to: SPD_cmoAgPa.texas.gov Or mail to: Texas Comptroller of Public Accounts Attn: Statewide Contract Management PO Box 13186 Austin, TX 78711-3186 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. A.6 INSURANCE In its Proposal, Respondent must 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 RFP No.304T-18-490M2 Page A6 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 $1,000,000 Each Accident Bodily Injury by Disease $1,000,000 Each Employee 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 must 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 must 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 must: (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 must 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@cpa.texas.gov and by U.S. First Class Mail to Comptroller of Public Accounts, RFP No.304T-18-490M2 Page A7 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@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. All renewal policies and corresponding certificates of insurance must meet all terms set forth in the Contract. Contractor must 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. A.7 REQUIREMENTS AND SPECIFICATIONS A.7.1 Referenced Brand Example Catalogs, brand names, or manufacturer's references are descriptive only and indicate type and quality desired. Proposals on brands of like nature and quality will be considered. If proposing other than the referenced brands/model number, Respondent must show manufacturer, brand, or trade name, product number and provide complete descriptive information of product offered and include it with Proposal. A.7.2 Contractor Requirements Respondent shall complete the Mandatory Price Sheet for the listed categories and Attachment E— Brand/Model Name(s) Offered, with the price lists/catalogs information. If only certain items or brands within the price lists/catalogs are eligible for the proposed discount(s), respondent shall list them on the attachment. Proposed discounts shall be a positive number. For example, 10 means vendor is willing to offer a 10% discount off its standard price list. When price lists/catalogs contain more than one price column, respondent shall indicate which column applies to the solicitation; otherwise, the lowest price column will be used. Products -Contractor(s) shall provide equipment and support to meet the customer's microscopy needs per the extent of their award. The applicable product range will include standard and custom configured microscopes and their accessories. Since contractor(s)build microscopes for their applied use, line items 3-9 below each provide a sample application. These examples are not all inclusive. If there is any concern over a specific item being included in a certain category of A.7.3, the said item will be submitted to the SPD. If the decision is required prior to award, the CPA Point-of-Contact in Section A.12.4 will make the final determination. If the decision is required during the contract's term, the SPD Contract Management Office in Section A.5 will make the final determination. Cameras—The only cameras allowed for purchase through this solicitation are those dedicated to microscopy use. This solicitation includes both still and video cameras. Lasers—The only laser units allowed for purchase through this solicitation are those applicable to microscopes. Additional laser components can be purchased separately as long as they are intended for a microscopy system. RFP No.304T-18-490M2 Page A8 Software—The only software allowed for purchase through this solicitation are those dedicated to microscopes. This includes, but is not limited to, software related to running a microscope or analyzing microscopic data. Computers—Computer equipment including, but not limited to, scanners, monitors and tablets must be dedicated to microscope use. Accessories—All accessories shall be relevant to the functioning of a microscope, the observation of specific specimens or the collection and analysis of microscopic data. Examples of accessories include,but are not limited to, additional light sources, optional scanners, monitors, optional detectors, additional lenses and filters, optional observation tubes, additional stages, filters, mirrors, sample stands, light stands, camera mounts, specimen incubators, specimen control chambers and microscope covers. Services—No charge installation and initial testing are part of this contract. A description of installation services offered will accompany the Proposal submission per A.18. This description should include services provided at no charge plus services that are fee based. Any fee based services must be procured separately by the customer. A.7.3 Specifications Reference the Mandatory Price Sheet for line items. All parts that are necessary for the microscopes and accessories to be complete and ready for operation or that are considered standard must be furnished by the Contractor. Line Item No. 1: Microscope Slides, Plain Referenced Manufacturer/Model No. or Equal: • Globe Scientific,Model# 1321 • Corning,Model#2947 Microscope Slides,Plain • Sigma,Model S8902 Slides,Microscope Specifications • Plain • Length: 50 mm—75 mm • Wide: 25 mm-50 mm • Thickness: 0.9— 1.1 mm • Quantity: 72-144 per box Line Item No. 2: Microscope Slides, Frosted Referenced Manufacturer/Model No. or Equal: • Globe Scientific,Model# 1304 Glass Microscope Slide,Frosted • Lab Safety Supply,Model#20F867,Green Glass Microscope Slide,Frosted • Sigma,Model#S8400 Slides,Microscope Specifications • Frosted • Length: 50 mm—75 min • Wide: 25 mm-50 mm • Thickness: 0.9— 1.1 mm RFP No.304T-18-490M2 Page A9 • Quantity: 72-144 per box Line Item No.3: Upright Light Microscopes and Accessories in Education Referenced Manufacturer/Model No. or Equal: • Leica Microsystems,DM750 Student Microscopes • Olympus,CX23 Upright Microscope Specifications: • Light source below the stage • Condenser below the stage • Basic models designed for classroom and student use Example Application: Teaching biology students in a classroom Components can include,but are not limited to, a built in light source, a focusing mechanism,a manual revolving nosepiece,a chemical stage,a condenser and observation tubes. Line Item No. 4: Upright Light Microscopes and Accessories for Routine/Research Applications Referenced Manufacturer/Model No. or Equal: • Carl Zeiss,AxioLab.Al • Nikon,Eclipse Ni-E • Olympus,BX53 Upright Microscope Specifications: • Light source below the stage • Condenser below the stage • Customizable options Example Applications: Routine investigations in clinical pathology,hematology,microbiology or cytology Components can include,but are not limited to,multiple illuminators(LED,Hg and Xenon lamps),a focusing mechanism, a turret(manual or motorized),a stage,a condenser(manual or motorized)and observation tubes. Line Item No. 5: Inverted Microscopes and Accessories for Routine Applications Referenced Manufacturer/Model No. or Equal: • Leica Microsystems,DM IL LED Tissue Culture Microscope • Nikon,Eclipse Ti-S Inverted Microscope System Specifications: • Light source above the stage • Condenser above the stage • Basic model of any brand • The one model(per brand)with the least number of customizable options Example Application: Routine tissue culture investigations Example components can include,but are not limited to,an illuminating pillar,manual focusing mechanism, , various condensers,various stages and a binocular tube. Line Item No. 6: Inverted Microscopes and Accessories for Research Applications Referenced Manufacturer/Model No. or Equal: RFP No.304T-18-490M2 Page A10 • Carl Zeiss,Axio Observer • Nikon,Eclipse Ti-E Inverted Microscope System • Olympus,IX83 Inverted Microscope Specifications: • Light source above the stage • Condenser above the stage • Customizable options Example Application: Time lapse investigations of living cells in neurobiology Components can include,but are not limited to an illuminating pillar,a motorized focusing mechanism,a fluorescence filter cube rotating turret,various condensers(manual and motorized),various stages(manual and motorized)and various observation tubes(binocular and trinocular). Line Item No. 7: Multiphoton and Confocal Microscopes plus Accessories for Research Applications Referenced Manufacturer/Model No. or Equal: • Leica Microsystems, STED(Stimulated Emission Depletion)Nanoscopes Leica TCS SP8 • Nikon,AIR+Resonant Scanning Confocal System • Olympus,FV3000 FLOWVIEW Specifications: • Pinhole aperture to limit out-of-focus light Example Application: Investigation of cell proliferation in live cell cancer studies Confocal microscopes can,but do not have to, employ laser light sources. If used,lasers can offer varying wavelengths. Components can include,but are not limited to an illuminating light source,various scanners, various detectors depending on selected light source and a range of software. Line Item No. 8: Stereo-microscopes and Accessories Referenced Manufacturer/Model No. or Equal: • Carl Zeiss,Axio Zoom.v16 for Biology • Nikon, SMZ18 Research Stereo Microscope • Olympus, SZX10 Stero Microscope Specifications: • Switches between macro and micro views • Permits 3-D images of large samples Example Application: Sorting and dissecting research specimens Components can include,but are not limited to,various illumination sources,a focusing mechanism, a revolving nosepiece,observation tubes, an extendable eye point adjuster as well as optional bases and stands. Line Item No. 9: Additional Microscope Configurations for Research Applications This category includes two types of microscopes: Type one: customized microscopy system whereby 35%or more of the components can fit into another category above. Type two: configurations whereby 35%or more of the components do not fit any category above. RFP No.304T-18-490M2 Page All Referenced Manufacturer/Model No. or Equal: • Leica Microsystems,DCM8 3D Optical Surface Metrology System This instrument is a digital microscope that uses confocal scanning. • Nikon,N-SIM E, Super-Resolution Microscope System This system applies structured illumination microscopy to a conventional inverted microscope configuration for improved resolution. A.7.4 Condition of Products Proposed and delivered products must be new, unused, of current production, and in first class condition, including containers suitable for shipment and storage. External markings on all over boxes should indicate fragile contents for appropriate transport. If internal packaging is not waterproof, over box must be. In addition, over boxes must be 3-4 times larger than their contents. This allows the box to accommodate individual packaging of components. Extra internal volume should be filled with bubble wrap,packing peanuts or equivalent materials. Internal packaging for each component should secure all moving parts and provide a minimum 3 inch buffer around all hard surfaces. This prevents individual components from touching one another or the sides of the container. A.7.5 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. A.7.6 Warranty Requirements Manufacturer's standard warranty shall apply to all equipment purchased from this contract. Warranty cards must be furnished with each equipment indicating the terms and conditions of the warranty, and the names and addresses of the servicing dealers who will perform the work. A.8 SHIPPING, DELIVERY,AND PACKAGING A.8.1 Identification of Shipments and Documentation In addition to the complete destination address, each delivery must be clearly marked with the purchase order number. Each shipment must be accompanied by a packing slip. A.8.2 Packaging and Labeling All items shipped must be properly labeled, with weather resistant labeling, showing the brand name, package quantity, lot number (if applicable) and any other necessary identifying information. A.8.3 Special Delivery Requirements Customers may have specific, internal delivery rules and policies. These will be provided on each purchase order issued by the Customer. Contractor will be required to adhere to those requirements. RFP No.304T-18-490M2 Page Al2 A.8.4 Hours of Delivery Contractor must deliver during the hours of 8:00 am to 5:00 pm based on the Customer's time zone. Contractor is encouraged to obtain Customer's delivery hours of operation at time of order. Prior approval by the Customer is required for after-hours delivery. In the event of any approval by the Customer for after-hours delivery, Contractor may not invoice any additional charges for that delivery. A.8.5 Delivery Schedule Respondent will furnish, in the space indicated on the Mandatory Price Sheet, a delivery schedule for each line item as to time required for delivery after receipt of order(ARO)under normal conditions. Delivery Days means calendar days, unless otherwise specified. Failure to state delivery time may disqualify Respondent. The proposed number of delivery days after receipt of order may be considered in the evaluation for award. A.8.6 Delivery Delays If delay is foreseen, Contractor must give written notice to Customer and must keep Customer advised at all times of status of order. Default in promised delivery (without accepted reasons) or failure to meet specifications authorizes the Customer to purchase goods and services of this RFP elsewhere and charge any increased costs for the goods and services, including the cost of re-soliciting, to the Contractor. Failure to pay a damage assessment may be cause for Contract cancellation, debarment, or removal of the Contractor from the State's Centralized Master Respondents List (CMBL). A.8.7 Compliant Products Providing products or materials that do not meet all specification requirements does not constitute delivery. Delivery does not occur until the Contractor delivers products or materials in full compliance with the specifications to Customer's F.O.B. destination, unless delivery is specifically accepted, in whole or in part, by the Customer. Customer reserves the right to require new delivery or a refund in the event that materials or products not meeting specifications are discovered after payment has been made. A.9 RETURN, CANCELLATION,AND RESTOCKING FEE Customer may request that Contractor accept return of merchandise that meets specifications and has already been delivered or that Contractor cancel an order prior to delivery. If Contractor does not agree to Customer's request, Customer and Contractor must attempt to resolve the matter. If Customer and Contractor are not able to reach a mutually acceptable resolution, either or both of the Parties (Customer and Contractor) may contact the CPA Contract Manager. CPA, in its sole discretion, will determine if the merchandise return request or order cancellation request, as applicable, must be accepted by Contractor. If CPA determines that the merchandise will be returned or the order cancelled as originally requested by Customer and the return is determined by CPA to have resulted through no fault of Contractor, Contractor may request a reasonable restocking charge. Customer may pay a restocking charge (no more than 10% of the cost of the item) if CPA and Customer both determine that the charge is justifiable; however, neither CPA nor Customer will pay restocking or other fees for cancellations requested prior to shipment by Contractor. RFP No.304T-18-490M2 Page A13 A.10 REPORTING A.10.1 Reporting Requirements By the loth day of every calendar month, Contractor must report to CPA the past month's sales of goods and services to Customers under the Contract. The dollar value of the sale must be the price paid by the Customer for the goods and services under the Contract. If no sales occur, Contractor must report no sales in a manner prescribed by CPA. Contractor must submit Monthly Sales Report electronically to the CPA Contract Management spd.reporting@,cpa.texas.gov in the format prescribed by CPA. If the Contractor fails to submit sales reports, falsifies sales reports, or fails to submit sales reports in a timely manner, CPA may terminate or cancel the Contract pursuant to Part B, Section B.3.3. A.11 PURCHASE ORDERS AND INVOICES A.11.1 Customer Purchase Orders Purchase orders dated during the term of the Contract must be honored even if received, by the Contractor, after the Contract expiration date. Contractors may not specify a "final order" receipt date. Pricing is established by the date the purchase order is placed. A Purchase Order Change Notice (POCN) is required to be processed to make any changes to the original purchase order issued by the Customer. A.11.2 Invoices and Expedited Payment Discounts Reference Part B, General Instructions and Contract Terms and Conditions, Section B.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.12 PROPOSAL INFORMATION A.12.1 Schedule of Events Respondent must 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. A.12.2 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). RFP No.304T-18-490M2 Page A14 Respondent must acknowledge each RFP addendum by returning a signed copy of the addendum with its Proposal. A.12.3 Questions Respondents must send all questions regarding this RFP to the CPA Point-of-Contact identified in Section A.12.4 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 must reference the appropriate RFP page and section number in their questions, and must 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 must notify CPA of any ambiguity, conflict, discrepancy, exclusionary specification, omission, or other error in the UP 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.12.4 Point-of-Contact Respondents must 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.18 and A.19 for proper submission. CPA Contract Specialist Holly Muir 512-463-4223 E-mail: holly.muir@cpa.texas.gov 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.5.1. Or by mail to: Texas Comptroller of Public Accounts Attn: Statewide Contract Management (SCM) PO Box 13186 Austin, TX 78711-3186 RFP No.304T-18-490M2 Page A15 A.12.5 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 Authorized Warranty Service Provider—Attachment D 5. HUB Subcontracting Plan (HSP) 6. Trainin +Brand/Model Names Offered -Attachment E A.13 HUB SUBCONTRACTING PLAN—REFERENCE PART B; SECTION B.2.5 The statewide HUB goal for this solicitation is 2 1.1%. CPA has identified that subcontracting opportunities are probable for part or all of the contract. Respondents must complete and return the HUB Subcontracting Plan (HSP) documentation with the Proposal to be considered responsive. CPA will reject Proposals received without the HSP as a material failure to comply with the requirements of this RFP. NIGP Class/Item Description 962-46 Installation and Removal Services of Otherwise Classified This list is neither mandatory nor exhaustive. Other areas of subcontracting may be more appropriate given the Respondent's business structure and internal resources. The CPA HUB Program website may be accessed at: https://www.com-ptroller.texas.goy/i)urchasing/vendor/hub/ The website has information for assistance with completing the HSP forms and on how to obtain HUB lists as well as further explanation of the CPA HUB program. 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.Cagle-Hinoj osa(r,cpa.texas.gov A.14 DISCLOSURE OF INTERESTED PARTIES If CPA determines that Texas Government Code § 2252.908 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. RFP No.304T-18-490M2 Page A16 To execute a contract with CPA, the potential awardee must 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: hgps://www.ethics.state.tx.us/whatsnew/elf info_forml295.htm Upon completion, the potential awardee must 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 must 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). For further information, see Texas Government Code § 2252.908 and 1 Texas Administrative Code Ch. 46 as well as TEC's website. If the potential awardee does not timely submit a completed, signed, and notarized 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.15 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.15.1 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 Competitiveness of Respondent's Proposed Discount off price lists/catalogs (including 40 no charge installation) 2 Depth of relevant product offerings Section A.18.13 30 3 Quality of comprehensive training (Section A.18.14) 20 4 Financial Resources and Ability to Perform includes respondent's pastperformance) 10 Total 100 Competitiveness of Respondents Proposed Discount: A Respondent's competitiveness will be evaluated based on the highest possible discount on a specific manufacturer's products compared to RFP No.304T-18-490M2 Page A17 other respondents. Each discount percentage is worth 2 points for a maximum of 40 points. For example, a vendor offering 5% discount from their price list scores 10 points. A vendor offering a 10% discount from their price list scores 20 points. Discount will include free installation of microscope configurations. CPA reserves the right to adjust this formula to ensure a fair and competitive evaluation for each manufacturer's product line. 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 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 must submit requests for Proposal documentation and information, after award, to the CPA Open Records Division at: open.records(rcpa.texas.gov Past Performance: A Respondent's past performance will be measured based upon pass/fail criteria, in compliance with applicable provisions of§§2155.074, 2155.075, 2156.007, 2157.003, and 2157.125, Gov't Code. Respondents may fail this selection criterion for any of the following conditions: • A score of less than a 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: http://www.txsmartbuy.com/v-pts CPA may conduct reference checks with other entities regarding past performance. In addition to evaluating performance through the Vendor Performance Tracking System, 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 the Respondent. RFP No.304T-18-490M2 Page A18 A.16 AWARD PROCESS A.16.1 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. A.16.2 Multiple Awards CPA reserves the right to make awards to multiple Respondents. CPA will award a Contract to the Respondent(s)providing the best value to the State or it's customers for each line item. A.17 SUBSTITUTIONS During the Contract term, the Contractor shall not substitute or make delivery of a product or brand reflected on a purchase order issued through the TxSmartBuy system unless the Contractor has obtained prior written approval from the Statewide Contract Management. A.18 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 must be as precise, accurate, and succinct as possible. Respondent must provide detailed descriptions of how they will fulfill each requirement. Evaluators may consider the clarity and completeness of a Proposal. A.18.1 Confidential/Proprietary Information If Respondent asserts that any material in the Proposal is confidential or proprietary information, Respondent must 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 must 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. CPA will process any request from a member of the public in accordance with the procedures outlined in the Act. Respondents should consult the Texas Attorney General's website (www.texasattomey,aeneral.gov) for information concerning the Act and potential exceptions to disclosure. See also Section 13.2.7 of Part B of this RFP. RFP No.304T-18-490M2 Page A19 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 TxSmartBuy, 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.18.2 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.18.3 HUB Subcontracting Plan (HSP) -Reference Section A.13 The Respondent must complete the HSP and submit it with the Proposal to be considered responsive. CPA will reiect Proposals received without the HSP as a material failure to comply with the requirements of this RFP. A.18.4 Mandatory Price Sheet Respondent must complete the Mandatory Price Sheet and return with Proposal in the format requested. CPA will reject Proposals received without the Mandatory Price Sheet as a material failure to comply with the requirements of this RFP. A.18.5 Respondent Information—Attachment B Respondent must provide all requested information on this form and submit the form with Respondent's Proposal. A.18.6 Preferences—Attachment C Respondents are encouraged to carefully review this attachment and complete as applicable. CPA will give preferences as required by law. A.18.7 Authorized Warranty Service Provider—Attachment D Respondent should provide all requested information on this form and submit the form with Proposal. RFP No.304T-18-490M2 Page A20 A.18.8 Brand/Model Name(s) Offered -Attachment E Depth of relevant product offerings: Respondent shall complete `Brand/Model Name(s) Offered" (Attachment E) to reflect number of manufacturers offered and the coverage of the manufacturer's total product line. Additional considerations may be given if the respondent is the manufacturer of a specific brand Respondent must complete the Brand/Model Name(s) Offered worksheet and return with Proposal in the format requested. CPA will reflect Proposals received without Attachment E as a material failure to comply with the requirements of this RFP. A.18.9 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.12.2. 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.12.2. 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® spreadsheet submitted with Respondent's Proposal, the Respondent must 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.18.10 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 RFP No.304T-18-490M2 Page A21 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 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.18.11 Description of Comprehensive Training Program at no charge Proposal shall include a detailed plan which will encompass the following modes of training, but are not limited to: on-site training, remote video training and/or training via phone. The quality of comprehensive training will be evaluated in three areas. • Initial Training — This training accompanies equipment installation. This may include, but is not limited to, instructions for the operation of purchased equipment plus basic data collection. • Additional Training — This training may take place within the first 6 months post installation. It may include, but is not limited to, assistance with specific imaging issues, handling of certain specimen types and/or support with basic analysis of results. • Ongoing Training—This includes the availability of ongoing, basic support for new users of the equipment. This includes the length of time ongoing support is available post-installation. Respondent must also complete the "Training Offered" section in Attachment E. CPA will reiect Proposals received without Attachment E as a material failure to comply with the requirements of this RFP. A.18.12 Description of Installation Services Proposal shall include a description of Respondent's installation services. This description will distinguish between those provided at no additional charge versus fee based services that must be procured separately by the customer. A.18.13 Insurance In its Proposal, Respondent must 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. RFP No.304T-18-490M2 Page A22 A.18.14 Manufacturer's Price List/Catalogs Reference Section A.4—Pricing Structure The required price lists/catalogs must be included with the Proposal. A.18.15 Descriptive Literature for Products Offered Reference Section A.7—Requirements and Specifications If proposing other than referenced manufacturer/brand/model number, Respondent must indicate manufacturer, brand or trade name and product number on the Mandatory Price Sheet and provide a complete descriptive information for each product offered with its Proposal. A.18.16 Financial Resources and Ability to Perform Respondent must 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; 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) ability to install custom configurations and to conduct initial training free of charge e) 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.18.17 Signed Addenda to RFP As stated in Part B, Section 13.2.2, Respondent must submit signed copies of all RFP addenda, if any, with its Proposal. A.19 SUBMITTING THE PROPOSAL TO CPA The Proposal must clearly state the Proposal Due Date and Time identified in Section A.12.1 Calendar of Events and be titled: Proposal Submitted for RFP 304T-18-490M2 Microscopes and Accessories. RESPONDENT MUST SUBMIT THE PRICE SHEET ELECTRONICALLY IN ITS ORIGINAL FORMAT EVEN IF RESPONDENT SUBMITS A HARD COPY OF ITS PROPOSAL. RFP No.304T-18-490M2 Page A23 A.19.1 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.ebids(i�cpa.texas.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 e-mails to SPD.ebids6kpa.texas.gov 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 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.19.2 Hard Copy Submission In lieu of electronic submission, CPA currently still accepts hard copy Proposal. Respondent must submit one original signed paper copy. Exception for the Mandatory Price Sheet must 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 Overni h�press Mail to (7:45 am -4:45 pm). Attn: Statewide Procurement Statewide Contract Development Room 174-A(CPA Mailroom,N.E. Back Dock) 1711 San Jacinto Blvd. Austin, TX 78701 RFP No.304T-18-490M2 Page A24 Facsimile Proposals are not allowed without prior written approval from CPA. RFP No.304T-18-490M2 Page A25 PART B: GENERAL INSTRUCTIONS AND CONTRACT TERMS AND CONDITIONS B.1 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 Construction 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....................................................................................................................9 B.4.1 Contract Managers .................................................................................................................9 B.4.1.1 The CPA Contract Manager............................................................................................9 B.4.1.2 The Contractor's Contract Manager ...............................................................................9 B.4.2 Controlled Correspondence....................................................................................................9 B.4.3 Notices and Liaisons ............................................................................................................ 10 B.4.3.1 Delivery of Written Notices.......................................................................................... 10 B.4.3.2 Notice to Contractor...................................................................................................... 10 B.4.3.3 Notice to CPA............................................................................................................... 10 B.4.4 Subcontracting Approval...................................................................................................... 10 B.4.5 No Implied Authority........................................................................................................... 11 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 RFP No.304T-18-490M2 Page B1 B.4.7.3 Texas Government Code Chapter 2260........................................................................ 11 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.................................................................... 13 B.4.11 News Releases.................................................................................................................. 13 B.5 Financial Information.................................................................................................................. 13 B.5.1 Appropriations...................................................................................................................... 13 B.5.2 Audit Requirements.............................................................................................................. 14 B.5.3 Invoicing and Payment Requirements.................................................................................. 14 B.5.4 Disputed Invoices................................................................................................................. 15 B.5.5 Time and Manner of Payment.............................................................................................. 15 B.5.6 Antitrust and Assignment of Claims.................................................................................... 15 B.5.7 Debts and Delinquencies...................................................................................................... 16 B.5.8 Liability for and Payment of Taxes...................................................................................... 16 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................................................................................................................... 17 B.6 Confidentiality and Security........................................................................................................ 17 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.. 18 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................................................................................................. 19 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...............................................................................23 B.7.15.1 Permits ..........................................................................................................................23 B.7.15.2 Electrical Items .............................................................................................................23 B.7.15.3 Executive Head.............................................................................................................23 B.7.15.4 Terminated Contracts....................................................................................................23 B.7.16 Non-Waiver of Rights.......................................................................................................23 B.7.17 No Waiver.........................................................................................................................23 RFP No.304T-18-490M2 Page B2 B.7.18 Severability.......................................................................................................................24 B.7.19 Applicable Law and Venue ..............................................................................................24 B.7.20 Compliance with Laws; Dealing with Public Servants ....................................................24 B.7.21 Insurance and Other Security............................................................................................24 B.7.22 Deceptive Trade Practices; Unfair Business Practices.....................................................24 B.7.23 Immigration......................................................................................................................25 B.7.24 Key Personnel Change Management................................................................................25 B.7.25 Federal, State, and Local Laws, Regulations, and Requirements.....................................25 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............................................................................................26 B.7.30 Drug-Free Workplace.......................................................................................................26 B.7.31 Vendor Performance Before and After Award.................................................................26 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. RFP No.304T-18-490M2 Page B3 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 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 Employees under Texas Government Code § 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. RFP No.304T-18-490M2 Page B4 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. 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.goy/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: hllp://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 RFP No.304T-18-490M2 Page B5 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. 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.goy/purchasing/vendor/hub/resources.phi). 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.goy/purchasing/vendor/hub/forms.phi). 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). RFP No.304T-18-490M2 Page B6 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 CD or electronic document"For Public Release: Redacted Version of[Offeror's Name], CPA RFP [RFP Number]." B.2.8 Agency Posting of Contracts Without prior written notice to Respondent, the redacted Proposal submitted under Subsection 2 of Section B.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 B.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, RFP No.304T-18-490M2 Page B7 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 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.3.3.4 TPPD 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. RFP No.304T-18-490M2 Page B8 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; • 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 within 10 days of the issuance of the Purchase Order. Respondent should document all subsequent changes of Contractor's Contract Manager through Controlled Correspondence. Contractor's Contract 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 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. RFP No.304T-18-490M2 Page B9 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 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 Physical 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 Physical 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 RFP No.304T-18-490M2 Page B 10 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. 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 RFP No.304T-18-490M2 Page B 11 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. 13.4.7.4 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. RFP No.304T-18-490M2 Page B 12 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 resumes to CPA, if resumes 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). 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 RFP No.304T-18-490M2 Page B 13 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 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 RFP No.304T-18-490M2 Page B 14 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.I 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. 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. RFP No.304T-18-490M2 Page B 15 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 REP 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. 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. B.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 RFP No.304T-18-490M2 Page B 16 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. 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, RFP No.304T-18-490M2 Page B 17 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 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. RFP No.304T-18-490M2 Page B 18 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. 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 ConcerningDgs 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 RFP No.304T-18-490M2 Page B 19 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. 13.7.8.6 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 RFP No.304T-18-490M2 Page B20 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 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, RFP No.304T-18-490M2 Page B21 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. 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. RFP No.304T-18-490M2 Page B22 B.7.15 Miscellaneous Terms and Conditions B.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 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 RFP No.304T-18-490M2 Page B23 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 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 RFP No.304T-18-490M2 Page B24 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. 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 B.7.26.1 State and Federal Tax Law. Respondent must comply will all federal and state tax laws and withholding requirements. B.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 maybe entitled to the remedies provided in Texas Government Code Chapter 2260. RFP No.304T-18-490M2 Page B25 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 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: hgps://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 RFP No.304T-18-490M2 Page B26 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/. RFP No.304T-18-490M2 Page B27 Exhibit C — Conflict of Interest Questionnaire