Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Contract 57318
CSC No. 57318 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Iteris, 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 TxSmartBuy 550-A2; 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 One Million Five Hundred Thousand Dollars ($1,500,000.00).Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement shall be for one year beginning on December 1,2021 and ending on November 30, 2022 with no remaining options to renew. Vendor agrees that City shall,until the expiration of three(3)years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other 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 Iteris, Inc Attn: Dana Burghdoff,Assistant City Manager Nader A. Ayoub, Regional Vice President 200 Texas Street Fort Worth, TX 76102-6314 Address: Facsimile: (817) 392-8654 912 S. Capital of Texas Highway, Ste. 190 Austin, TX 78746 With copy to Fort Worth City Attorney's Office at same address Facsimile: 512-600-0180 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: Dana LaahWe� By signing I acknowledge that I am the person By: Dana Bur�29,202 1� responsible for the monitoring and administration Name: Dana Burghdoff of this contract,including ensuring all Title: Assistant City Manager performance and reporting requirements. Date: APPROVAL RECOMMENDED: By: Aziz Rahi Mar 28,2202208:42 CDT) Name: Aziz Rahman Title: Engineering Manager By: William Johnson(Myf28,202216:03CDT) APPROVED AS TO FORM AND LEGALITY: Name: William M Johnson Title: Transportation/Public Works Director �,dpvnRn�� � �- ATTEST: O�OF 0000. By: a�o °00 d Name: Taylor Paris 0,-0+ �•1� Title: Assistant City Attorney V0 �� Tgnnette S. Goo�%ll 0 o a By: Jan netteS.Goodall(Mar 29,202214:52CDT) T o000 000;4� CONTRACT AUTHORIZATION Name: Jannette Goodall "444 nE00000 4 M&C: 19-0050 . Title: City Secretary VENDOR: Iteris,Inc By: Name: Khristine Arakaki OFFICIAL RECORD Title: Vice President,Legal CITY SECRETARY Date: March 25, 2022 FT. WORTH, TX O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O vt O O O O O O O O vt O O �+1 vt vt O O O vt vt O O •L W vt ry W O I� O O O O O i0 O n m I� O O of �+1 O Pr m m o 0 0 0 0 0 o- m m m lc o�i o Ln --I�n o� •� m �n I� o v Y Q Y a Y Y o rya T wO o o a o Y .� w a a a z x w = " z ° X ° m x x x x x v x w w l.7 x 0 O o O H V x x x X X 2 2 127 O o`u 2 O p p m o a m m l.7 m l.7 m W R O O ry l7 V O 4 N x O 4 O O O v m N w a oo V � O O O O O `^ ti aum u o ° 2 'm-I 'm-I 'm-I 'm-I 'm-I a = a O V ¢ z ¢ z ¢ — '� > o a o 0 > o > o � O > V O O r m m m Q N m ° w v v v v x x x ¢ v v v v 0' l7 a o O O O O o O O O m F l� R Q 9 � L E L aO 9 W � L 0 L pp C Y O a � L a }� a o V V V V V V V V V V V V V V V V V V V V V V V V V �7 ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug m m x a v WIm v v n a a w ry Ld 3 3 9 9 9 m o IN at v a a `n `n a N Q Q = o a a ¢ o — 3 at at at ° a o o m ,K o 0 o o°- V a v m E E m ° ai v°i u u ° -oo > EF o v a a v v a a " o '" o '" o 2 a a a L ry u `o `o `°° H v H v H v � H � � v v v v v v o - ° v°i v° oi rb°o rb°o ry ry ry o v v n n n v - - - •. .. o o o ¢ ~ E u o o .`• v .`• v a s = a a a < a a E �n o V V v v v v ~ ° O° o o V `o V `^ 3 3 = Z 0 Z O Z O U' Z Z Z O O u Y u Y u u 9 va a a o o ro ro " ro " ro " ro ro ro ro .`• .`• ° ° ° o aEi aEi m m v m v v m E m E m m 3 m 3 m 3 m y m m m v v a E a E a v a V v �' �' vi vi v vi v vi v vi vi vi vi u u V °_ °_ a v v v v o °_ u u > a 3 a t a a333 a � m m ° m v v o v o v v v If v v v � > < o 0 0 ow, o 0 0 0 0 0 0 0 0 0 C o 0 3 0 3 ry 0 0 v o 0 0 o m o o u o u o o o o o 0 0 0 0 0 o o o '0 ° '0 ° '0 a '0 0 vi m m m E m rl m rl V V = V = V V V V a V a V a V m V o V H H H a H a H a H V i, p o rl ti ry ry m rv � ry ti ti ry ti ti ti m rl m rl ti m m '" m m m rl a m m ry o ti a m �n ry ry ry `n ti ry t t ti � � a a a at at at at at at at at at at at at ti at � � � � R R O of of of of of O of of of of of of of of of of of of O � O � O O h N o 0 0 0 0 0 �n �n I� o ry ry ry o rl ti ry N � � � a a a at at at at at at at at at at at at at � � a a a a Ndl ow p at at at ti ti ti at at at at « « « « « « « « « « « cq W� A 0 0 O O O O O O O O O O O O O O O O O O O O O O O '��' � :0 vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt ow ow p �^ v F�pi F�pi O V �7 F y F atm o rl � at at at m m m m m m m m O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O vt vt O vt O O O O O O O O O O O O O O O O O O O vt O O O •L O O O O ti � W vl ry vt vt vt O O O O O O O 1+1 vt O 1+1 O vt vt vt vt vt O 10 O .G In In m � a m m o o ° o ti M a E ° o a a ° Y P o ro t LD m m r°o ._ ro E ao H m `n O v2i a s Q l.7 °' °' C V — z Q V Q V N Y `o O N Y V V V w w m _ rho -" 9 O Y o N Y bu a H O fl_ W Q H p v _ Y Y w >. `o "' w >. a 3 T Q V u u u 0 o o_ i > Y V411 N N m m l0 O V O H L - O V O Q Y v2i Pr a Q v °� ° V ° w o z at ° 9 a o v a Q > V o > j om .3 v o r V O ., z z O o m a E a a a G L L L O O N N N N N N N N N N N N N N N N N N N N N N N N N N N v N N N N N d d TFI R 7 G NNR F� 0 � � � vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt O vt vt vt vt vt vt vt vt vt vt a a a a a a a a a s a a a a a a a a a a m a a a a a a a a a a l� R Q 9 � L E L aO 9 W L 0 L pp Q Y O O a W of L a a V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V N p ug ug ug ug ug ug ug ug ug '° ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug of t0 a 0 m ti a a o o o V C 2 2 2 l7 l7 l7 l7 W H Y of of of of O O N N E p_ E E EF EF EF E E E �' Vdli Vdli VTi VTi L + a Y Y Y Y Y Y Y Y N N E E t0 N N N O N N Ll N N N N N N N N Y Y N bE E •L N N O N N N N N N N N E E O O O C C O u u V V v v v v v v v v v v v v v v v v V m � o v a r > > v v v v v v v v v v v v v .o .o o .o - - ° o 0 0 0 0 0 0 0 0 0 0 0 0 Q > w w > > u_ u_ u_ u_ u_ u_ u_ u_ uu u u u u u u u u °1 ° °1 ° °1 °1 °1 °1 ° ° O - - - - - - - - - - N N N N N N N N N N N N N >>- > > > > > > > > > > > > > a °' °' °' °' a, a, a, a, V V V V Vu u u u u u u u u u u u u a V a a a a a a o a a s v " v a x" v v v v v a v v v a a a a a a a a a a a a a > 3 > LD '� ° - - o o o o o o o o o o a a a a a a a a a a a a a _ _ _ _ _ _ N � N t0 � t0 O t0 O t0 p N 9 N N N N N N N N N N N N N L L L L L L L L L L L L L s, c ti ti ti ti ti ti ti ti ry m m ry m ti ti ry ti ry m ti ry ry ti ti ti ti o� m o ry ry t t R R vt vt vt vt vt vt vt vt 10 10 10 10 O O O vt vt O O O vt vt vt vt n O W DJ DJ DJ DJ DJ DJ DJ O 01 01 01 01 01 01 01 01 01 01 01 01 01 01 01 01 O O O � O � h m o a o m o 0 0 o m m o o m m o 0 0 ,0 ry vl vl vl vl vl vl vl vl vl i0 i0 i0 i0 O O O O vt vt O O O vt ry ry vt vt vt vt vt vt vt C � � � � � � � � � � � � � � W DJ DJ DJ DJ DJ lfl lfl lfl lfl lfl lfl lfl lfl lfl lfl lfl lfl lfl � DJ DJ DJ DJ DJ DJ DJ DJ DJ DJ 01 01 01 01 01 01 01 01 01 01 01 01 01 01 01 01 01 01 01 01 01 01 01 O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O V m In ry � at at m m m m m m m m o 0 0 0 0 0 0 0 0 0 O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O •L O O O vt X m vt O O O O O O m vt vt vt m O O O O m O m O of O of O O O O O Pr o C� o� vi m o� � m Ln Ln Ln m � o m m at m at m m m Ln m Ln Ln m _ at m .G T a Y t t t u ti ry o d ry ry m o a o L O V o O o v�i d fl_p vTi d vTi d y d fl_p d fl_p 'O H p, a "' n v o T n N m N o >. Y 7+ > r90 a p o vOOi p p '^ ip > - O' r0o V V L V v z > p = -o > t v t u o m ` Q o E F v '� ,., 2 V ry U ry U m v u V a 2 u V .o fl- o V E v E W J ry z a o ° Q u > > wa o °1 °� o �mn ^ w W a nv v v vu vu vu ati vy v ti a fl- w u u vb° ~ u 3 m > v a v .. > > a " vwi `9° m o v z ^ o u 2 o a` o a` v2i a` 3 v a t w w v ° ¢ o a z v a p z u o 33: o 2 a_ m O a n a n O vTi vTi s°. -'o a > N a Z z d o u > J > ¢ -°'o ,� 3 z `o a o `o z `o a z ° a u o v o > Q ~ v z '" v v v m v a v ry v ou v m Y a a a s o a v a o O uu a a a T z a >' z a >. V .• .• Z z z z ¢ v v > z z 0 L L O L y y y y y y y y y y y y y y y y Q y y U Q y y y y y y y y y y y y y y y y y N N N N N N N N N N N N N N N N = N N N = N N N N N N N N N N N N N N N N N - a - 7 G NNR F� l� R Q 9 � L E L aO 9 W L 0 L T Qi a L a a O V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V V m p ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug ug m t0 a 0 a Q N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a s a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a s a ° ° a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a s a s, c a � ry m ti ry ry ry m ti ry ry m ry �n ti m ti m � ry ti ry ti ry ti ry ti ry ti ry at ti � ^ ry ry ry m m � -m a s m m o Ln a °^' °^' °� ry ry ry ry ry ry ry ry a s °^' m ry ry t t m m o� m m m m O O O ^ ^ m m m m m m m m ^ m m �n �n m � ^ ^ o 0 0 0 0 � � ^ ^ ^ ^ ^ � R R vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt of , m DJ DJ DJ DJ ml m Dm m mDJ DJ '^y Dm '^y '^y mDm Dm m m m m V� 6 m m m � m m � . . . ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ m ^ m m ^ ^ ^ ^ ^ ^ ^ ^ ^ W DJ m ^ m m O O m O m m m m m m m m m m m m m m m o m o o m m m m m m m m m of of O � O O h ,o vi vi vi vi vi vi vi vi vi vi vi vi vi vi vi vi vi vi vi vi vi vi vi vi vi vi vi vi vi vi o� m m ° vt vt vt vt vt of of W W W W W of of of of of of of of of of of of of of of of of of of of a a W of of of U vt vt vt vt vt ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ W of ^ ^ ^ ^ ti ti ti ti ti ti ti ti N N N N N N N ti ti ti ti N N N N ti ti ti ti ti ti ti ti ti ti ti ti ti O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O ° vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt vt O V G o ^ ^ ^ m H ddm^ mvl - vl mvlvl vl vl vl vl vl l0 l0 l0 l0 l0 l0 l0 l0 l0 l0 l0 l0 l0 l0 l0 l0 l0 l0 l0 l0 O O O O O O O O O O O O O O O O O O i0 O vl vl O O •L vl O � I� i0 W vl Pr ip ^ a m m a m 0 p L ; L u ti v 9 y y v v _ X Pr � u � u `° a a " m ~ E v 3 � a m • •o v'i o f s°. � u � u 21, Pr V v V v m m a 3 0 W O V m z a z ^ o r^ vl o 0 0 z z � 0 L aL O O O O O O 7 G NNR F� l� R Q 9 � L E L aO 9 W � L 0 L Qi T Qi a L NN a �r a A S2 a2 a2 a2 a2 a2 a2 a2 O 'F7 ;Ul ;Ul ;Ul ;Ul ;Ul m t0 a 0 a L O O N N N N N N N N N v v v v v v v v v a v v v v v v v a a a a a a a v a a - a a a a a t t ry o o o m m m m vl F � vl vl vl vl vl vl h o� m o� vl vl m vl a o 0 0 0 0 ,o m m N ti ti ti ti ti C W of ^ vl vl vl vl vl ^ ^ vl vl vl vl vl U ip i0 i0 i0 i0 i0 O O O O O O O O O V G O � vl of 01 O ti N Exhibit B TEXAS COMPTROLLER OF PUBLIC ACCOUNTS STATEWIDE PROCUREMENT DIVISION INVITATION FOR BIDS Traffic Control Devices IFB No. 304T-18-550A2 NIGP CLASS ITEMS 550-04 550-08 550-12 550-14 _ 550-20 550-28 550-32 550-34 550-41 550-42 550-43 550-45 550-72 550-78 550-79 550-80 550-81 550-82 550-83 550-85 550-88 _ 550-89 550-91 550-93 550-96 801-09 801-12 801-30 801-48 801-49 801-50 801-60 801-71 801-83 SCHEDULE OF EVENTS ESBD Posting Date 6/29/2018 Questions Submission Deadline Date 7/10/2018 Response to Questions through Addendum Date 7/13/2018 Or as soon thereafter as practical BID RESPONSE DUE DATE BID RESPONSE DUE TIME /: " pm Central Time in Austin TX **NOTE** This IFB 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. IFB No.304T-18-550A2 Page Al BID SUBMISSION CHECKLIST IMPORTANT: BIDDERS MUST ADDRESS ALL INQUIRIES AND COMMUNICATIONS CONCERNING THIS IFB TO THE INDIVIDUAL LISTED IN SECTION A.11.4—POINT-OF-CONTACT. COMMUNICATIONS WITH ANYONE OTHER THAN THE POINT-OF-CONTACT MAY RESULT IN DISQUALIFICATION OF A BID. Please read all instructions, documentation, and requirements contained within this IFB. Reference Section A.16—Organization of the Bid for Submission. CPA will disqualify any bid received without the re uired documentation identified below. ❑ EXECUTION OF BID--ATTACHMENT A ❑ HUB SUBCONTRACTING PLAN (HSP)—Reference Section A.12 ❑ MANDATORY PRICE SHEET CPA may disqualify any Bid received without the required documentation identified below. ❑ IDENTIFICATION OF CLAIMED CONFIDENTIAL/PROPRIETARY INFORMATION, if any ❑ BIDDER INFORMATION—ATTACHMENT B ❑ PREFERENCES—ATTACHMENT C ❑ AUTHORIZED WARRANTY SERVICE PROVIDER—ATTACHMENT D ❑IDENTIFICATION OF ALL EXCEPTIONS AND ASSUMPTIONS to teams of this IFB or Contract, if any ❑ CONFLICT OF INTEREST DISCLOSURE, if applicable ❑ INSURANCE—Statement of Intent ❑ SAMPLES ❑ MANUFACTURER'S PRICE LIST ❑ 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 IFB, if any Reference Section A.16 and Section A.17 for Submission Requirements BIDDER MUST SUBMIT THE MANDATORY PRICE SHEET ELECTRONICALLY IN THE ORIGINAL FORMAT. Bidder must submit an electronic Bid to the following e-mail address: SPD.ebids@,c a.texass,.gov. CPA recommends beginning the process well in advance of 1:30 pm on the due date. IF13 No.304T-18-550A2 Page A2 PART A: SPECIAL INSTRUCTIONS Table of Contents A.1 DEFINITIONS.........................................................................................................................................................4 A.2 DESCRIPTION........................................................................................................................................................5 A.3 TERM OF THE CONTRACT.............................................................„..............................................,..................5 A.4 PRICING..................................................................................................................................................................5 A.4.1 TEXAS SMARTBUY ON-LINE ORDERING SYSTEM.........................................................•............................•..........5 A.4.2 PRICING STRUCTURE—FIRM PRICE WITH ESCALATION.........................................................................................6 A.5 PRICE ADJUSTMENTS........................................................................................................................................6 A.5.1 PRICE DECREASES OR DISCOUNT INCREASES........................................................................................................6 A.5.2 PRICE INCREASE CALCULATION............................................................................................................................6 A.5.3 PRICE INCREASE REQUESTS...................................................................................................................................7 A.6 INSURANCE............................................................................................................................................................S A.7 REQUIREMENTS AND SPECIFICATIONS......................................................................................................9 A.7.1 PROPRIETARY SPECIL'ICATIONS.............................................................................................................................9 A.7.2 REFERENCED BRAND EXAMPLE............................................................................................................................9 A.7.3 SPECIFICATIONS.................................................................................................................................................. 10 A.7.4 SAMPLE REQUIREMENTS—PRIOR ToAWARD..................................................................................................... 10 A.7.5 SAMPLE TESTING—POST AWARD....................................................................................................................... 10 A.7.6 APPROVED/QUALIFIED PRODUCTS LIST(APUQPL)........................................................................................... 10 A.7.7 CONDITION OF PRQDUCTS................................................................................................................................... l I A.7.8 QUANTITIES......................................................................................................................................................... II A.7.9 WARRANTY REQUIREMENTS............................................................................................................................... 1 I A.7.10 BuYAMERICA..................................................................................................................................................... 12 A.8 SHIPPING,DELIVERY,AND PACKAGING...................................................................................................12 A.8.1 IDENTIFICATION OF SHIPMENTS AND DOCUMENTATION...................................................................................... 12 A.8.2 MATERIAL.SAFETY DATA SHEET(MSDS).................................................................................•_....................... 13 A.8.3 MANUFACTURER'S STATEMENT OF ORIGIN(MSO)...................................................•......_....................._........... 13 A.8.4 PACKAGING AND LABELING................................................................................................................................ 13 A.8.5 SPECIAL DELIVERY REQUIREMENTS.................................................................................................................... 13 A.8.6 HOURS OF DELIVERY.................................................................................................................. .......... 13 A.8.7 DELIVERY SCHEDULE.......................................................................................................................................... 13 A.8.8 DELIVERY DELAYS.............................................................................................................................................. 13 A.8.9 COMPLIANT PRODUCTS....................................................................................................................................... 14 A.9 RETURN,CANCELLATION,AND RESTOCKING FEE...............................................................................14 A.10 PURCHASE ORDERS AND INVOICES............................................................................................................14 A.10.1 CUSTOMER PURCHASE ORDERS.......................................................................................................................... 14 A.10.2 ONLINE ORDERING....................................................................................................•...................................••.... 14 A.10.3 INVoICEs AND EXPEDTI'EL)PAYMENT DIscoUN TS............................................................................................... 15 A.11 BID INFORMATION............................................................................................................................................15 A.l 1.1 SCHEDULE OF EVENTS........................................................................................................................................ 15 A.11.2 SOLICITATION AMENDMENTS.............................................................................................................................. 15 A.11.3 QuEsTloNs.......................................................................................................................................................... 15 A.11.4 POINT-OF-CONTACT............................................................................................................................................ 16 A.11.5 DOCUMENTS AND ATTACHMENTS INCLUDED WITH THIS IFB.............................................................................. 16 A.12 HUB SUBCONTRACTING PLAN—REFERENCE PART B; SECTION B.2.5............................................17 A.13 DISCLOSURE OF INTERESTED PARTIES.................................................„.................................................17 A.14 EVALUATION OF BIDS......................................................................................................................................17 A.14.1 EVALUATION................................................................ ...................................................................................... 17 IFB No-304T-I8-550A2 Page A3 A.18 REST VALUE AND AWARD PROCESS 19 A.15.1 BmnrVxnoa............................................................................................. .......................................................... lV A.l92 AnvunD Nu=........................................... ...................... .................................................................. ............ l9 A.l5.3 MucziPoEAwAnDo.................................................................. ............... ......................................................... }y A.15.4 8oBorYrunoNS...................................... .................................................... ................ ................................. .... l9 A.16 ORGANIZATION OF THE BED FOR SUBMISSION 89 A.l6.l INFORMATION....................................... .............................................................. l9 A.162 Dxocoouxvnp BID-/bTm:uumxmzA........................................................ ...................................... ..............2O A~16.3 BIDDER INFORMATION-Anmuz*woyTB...................... ............................................... .................. ...............20 A.164 PREFERENCES-ATTACHMENT C........................................................................................................................20 A.|6.5 Aoznom:zsnWwom«ooy Suunwou PROVIDER-ATzA:xxmsmrD....................... ..............................................20 A.lh-h MANDATORY PRICE SHEET-AzT»cuumowr8............................ ........................................................................2V yc16.7 Aounxm"TxzvaxxmD Exzepnomw.........................................................................................-............................20 A.l6.X CONFLICT uFDwmonEaT Discunnuuo---------------^-----------------------%1 A.16A Imomx�wcn� ...................................... ...........................................'......................................... ............................21 /L16-10FoxwNcuuL RESOURCES AND ABozryzn PERFORM............................................................................................2l A.lb]| SIGNED ADDENDA nnDFB................................................ ........................................... ....................................%% A.16.1% RFnFnuom:Ea.... ................................ .................................................................................................................22 A.17 SUBMITTING THE RED TO CPA 22 A.l7.l ELECTRONIC SUBMISSION...................................................................................................................................22 /il7.2 HARD Copy SUBMISSION.......................................--......................................................................................23 When capitalized, the terms and umm�uJnmohave the meaning set 1oc�/belnYv All other tczozu 8mnu:thcnuemo' set forth in Merriam-Webster's Collegiateo Dictionary, Eleventh Edition. These definitions also apply tn Part]3of this 713' TERM DEFINITION Contract Any Contract(s)resulting from this solicitation,consisting of the Contract documentation as provided in Section Contractor The Bidder(s)awarded a Contract as a result of the 11713. CPA The Texas Comptroller of Public Accounts,the state agency issuing this solicitation. Customer State of Texas agencies,institutions of higher education, and cooperative purchasing members,including CPA,that are required or permitted by law to purchase goods and services under contracts established by CPA.The requirements and eligibility of any given state agency, institution of higher education,or other entity to purchase goods and services under Contracts established by CPA are subject to exceptions,restrictions,and change in accordance with applicable current or subsequent law and ESB The Electronic State Business Daily,which is available online at hq://www.txsmartbuy.com/si) Party or Parties Either CPA or Bidder,sTarately or collectively. Bid A Bid submitted to CPA as a result of this solicitation. Bidder Any person or vendor who submits a Bid in response to this solicitation.Unless the context clearly indicates otherwise,all terms and conditions of this Contract that refer to Bidder apply with equal force to Contractor. Invitation for Bid,which is the type of solicitation embodied in this document. IFo No-3o4T-10-55Owu PwwA4 A.2 DESCRIPTION The Statewide Procurement Division(SPD), a division of the Texas Comptroller of Public Accounts (CPA), a state agency of the State of Texas,requests sealed Bids to establish a Contract for Traffic Control Devices including traffic detection systems, traffic signal poles, delineator posts and related supplies. A major customer for these items is the Texas Department of Transportation(TxDOT). 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, 2019. Three one-year periods for renewal will be at CPA's sole option. I'Renewal Option: December 1,2019 through November 30, 2020 2"d Renewal Option: December 1,2020 through November 30,2021 3rd Renewal Option: December 1,2021 through November 30,2022 CPA, in its sole discretion,may extend the Contract for six(6)months following the last period of renewal or for such additional time as CPA deems necessary to secure and transition to a new contract. AA PRICING Proposed prices or discounts offered to the State shall be considered the Bidder'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. AAA Texas SmartBuy On-Line Ordering System CPA has implemented the Texas SmartBuy online ordering system to permit Customers to order from the Contract. Texas SmartBuy connects Customers with Contractors via an online store. Texas SmartBuy lets Customers search products, compare prices, and place orders. The operation of the Texas SmartBuy system requires Statewide Procurement Division(SPD)to publish all pricing information online, including discounts and other variables. Consequently, for every contract award for goods or services that SPD will post on the Texas SmartBuy system, SPD will condition the Bidder's award on Bidder's agreement that the pricing(and other related information) submitted as part of Bidder's Bid is not confidential or proprietary. By submitting a Bid, Bidder consents to the publication of Bidder's pricing and related information on Texas SmartBuy. To cover the costs of the Texas SmartBuy system, CPA will charge the Contractor a 1.5% Texas SmartBuy Administrative Fee.Bidder must consider this fee when developing pricing for its Bid. The fee is calculated on the price of goods or services purchased under this Contract with a scheduled delivery date during the prior month. In CPA's review and evaluation of each Bidder's pricing and related discounts, CPA assumes that Bidder's Bid, as submitted, has factored in the 1.5% administrative fee. IFB No.304T-1 8-550A2 Page A5 A.4.2 Pricing Structure—Firm Price with Escalation Prices offered, as part of the Bidder's Bid, to the State must be firm, fixed prices. Once a Contract is awarded, the pricing must be constant for all Customers. Pricing may only change in accordance with the Price Adjustments provision of the Contract. In the event a Contractor offers or provides a lower price to a specific Customer(s)for the same commodities or services, under the same terms and conditions,provided for the State of Texas pursuant to its Contract, the Contractor must provide the same lower price to all Customers. Pricing must remain firm during the initial term of the Contract with escalation in accordance with Section A.5.2. Unit prices must represent prices that include all IFB requirements. Shipping shall be F.O.B destination; therefore, unit prices must include statewide delivery(all shipping, handling/delivery fees and fuel surcharges). A.5 PRICE ADJUSTMENTS A.S.I Price Decreases or Discount Increases Contractors are required to immediately implement any price decrease or discount increase that may become available. Contractor must notify CPA in writing so that CPA may update the Contract. Contractors should send notification of price decreases or discount increases by e-mail to: Wd.emo@cpa.texas.gov Or mail to: Texas Comptroller of Public Accounts Attn: Statewide Contract Management PO Box 13186 Austin, TX 78711-3186 A.5.2 Price Increase Calculation Prices may be adjusted annually at time of renewal or at the sole discretion of CPA throughout the term of the Contract upwardly or downwardly when correlated with the index as specified below and as published by the Bureau of Labor Statistics (BLS), Region V1, Washington, DC 20212. BLS website: http://data.b]Lgov/cgi-bin/srgate Producer Price Index: Reference Mandatory Price Sheet(Attachment E) for applicable line items for each Producer Price Index WPU072601052 Transportation fabricated plastic parts WPU07290197 All other reinforced and fiberglass plastics products WPU10 Metal&Metal Products WPU 101 Iron.& Steel WPUI02502 Copper and Brass WPU159AO404 Electric signs and Displays WPU07290197 All other reinforced and fiberglass plastics products WPU11760303 Traffic Control Systems TFB No.304T-18-550A2 Page A6 WPUFD49207 Finished goods PCU325211325211 Plastics Material&Resins Mfg. PCU3262 Rubber Product Mfg. PCU3261123261123 Film/film multi-web laminated rolls and sheets PCU3313153313150 Aluminum sheet,plate, and foil manufacturing PCU334220334220 Broadcast and wireless communications equipment mfg. PCU33592 Communication&energy wire& cable mfg. PCU3399503399504 Nonelectric signs and displays PCU5416 Consulting Services Note: Once at website enter the index number in the Series ID box and click Next and"Retrieve Data.." When using the most recent monthly information from the index,the following applies: A=Index from the month of the due date for Bids of this IFB, OR The effective date/month of the last approved price increase B =Current or latest baseline index The allowable percent change must be calculated as follows: B-A . A x 100%—Percent of allowable price increase The Contractor may offer price decreases in excess of the allowable percent change at any time during the term of the contract. A.5.3 Price Increase Requests Prices may be adjusted annually at time of renewal or at the sole discretion of CPA throughout the term of the Contract upwardly or downwardly when correlated with the index identified in Section A.5.2. Contractor must provide supporting documentation to justify all price increase requests. Any request submitted by a Contractor that fails to use the formula as indicated in Section A.5.2 for calculating a price increase will not be considered a complete,properly submitted price increase request_ Additionally, any request submitted by a Contractor that fails to provide supporting documentation will not be considered a complete,properly submitted price increase request. Statewide Contract Management(SCM)reserves the right to accept, reject, or negotiate increases within 20 calendar days after receipt of a complete,properly submitted request. The Contractor will receive written notification from SCM documenting action taken, to include effective dates when appropriate. If a complete,properly submitted price increase request is rejected, the Contractor may request cancellation from the Contract of the items for which price increase was rejected by submitting a written cancellation request to SCM. CPA has the sole option to approve or reject all item cancellation requests. If approved, cancellation will not go into effect for 20 calendar days after written notice of approval. Purchase orders issued by the Customer dated prior and up to the effective date of approval or cancellation, as applicable,must be honored at the price reflected on the order. Price increase requests and cancellation requests under this section should be sent by e-mail to: spd.cmo(ci),cpa.texas.gov. ZD No.304T-18-550A2 Page A7 Or mail to: Texas Comptroller of Public Accounts Attn: Statewide Contract Management(SCM) PO Box 13186 Austin, TX 78711-3186 A.6 INSURANCE In its Bid, Bidder 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. Bidder should also describe other insurance coverage maintained by Bidder in the ordinary course of business and provide proof of same in its Bid. 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 jpjury 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 each All Owned,Hired and Non-Owned Vehicles 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: IFB No.304T-18-55OA2 Page AS (1) be written on a primary and non-contributory basis with any other insurance coverages Bidder 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 insured. Contractor shall: (1) provide written documentation to Statewide Contract Management(SCM)by e-mail at spd.cmo[a�,cna.texas.gov and by U.S. First Class Mail to Texas Comptroller of Public Accounts,Attn: Statewide Contract Management(SCM),P.O. Box 13186,Austin, TX 78711-3186 at least 30 calendar days prior to any cancellation,non-renewal, or material change of a required policy; (2) ensure all insurance policies and certificates of insurance for required coverage are written to include all products, services, and locations related to Contractor's performance under the Contract; and (3) deliver all renewal policies at least ten calendar days prior to any expiration of a required policy to SCM by e-mail at Vd_cmopcAa.texas.goy and by U.S. First Class Mail to Texas 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 Proprietary Specifications These specifications are being advertised under Texas Government Code Section 2155.067 for the following Mandatory Price Sheet Line Items: Line Items 64-69, 73, 83-116, 119: Proprietary as Manufactured by Energy Absorption Systems Line Item Numbers 70-72, 74-82, 117-120- Proprietary as Manufactured by Trinity Highway Products Line Items Numbers 181-184: Proprietary as Manufactured by 3M Line Items Numbers 300 -302: Proprietary as Manufactured by ATSI Line Items 724-725, 729: Proprietary as Manufactured by Dent Breakaway Line Item Number 786: Proprietary as Manufactured by Southern Plains Fabrication Only Bids on items conforming exactly to these specifications,which includes proposing only the brand name(s),make and model number(s) specified,will be considered in determining an award. A.7.2 Referenced Brand Example Catalogs,brand names, or manufacturer's references are descriptive only and indicate type and quality desired. Bids on brands of like nature and quality will be considered. If proposing other than the referenced brands/model number,Bidder must show manufacturer, brand, or trade name,product number and provide complete descriptive information of product offered and include it with Bid. CPA and TxDOT reserve the right to make the final determination regarding the fitness for intended purpose of all proposed alternate/equal items. Respondents are cautioned that items delivered which do IFS IVo.304T-I8-550A2 ,Page A9 not meet specifications and other requirements in every aspect will not be accepted and Contractor will be responsible for the return freight. A.7.3 Specifications Reference Mandatory Price Sheet(Attachment E) for line items and detailed descriptions. Pre-qualification testing may be required by TxDOT per material specifications for certain line items. Line items which are based on either TxDOT Department Material Specifications(DMS), or required to be listed on Pre-qualified Products List(QPL) or Material Producer List(MPL) are subject to sampling, testing, and evaluation by TxDOT. TxDOT purchases for awarded line items not currently on TxDOT's QPL or MPL is contingent on TxDOT approval. Please be advised that a significant amount of time may be required by TxDOT to conduct pre-qualification testing. Reference Section A.7.6 (Approved/Qualified Products List) for more information. A.7.4 Sample Requirements—Prior To Award CPA may request samples prior to award for evaluation purposes. If requested, Bidder must submit samples within seven calendar days upon notification. Late or non- receipt of the samples may result in disqualification. CPA will provide submission instructions for samples CPA at the time of request. Samples must be exactly as proposed in the Bid to this solicitation. The sample(s)must conform to the item specification of this IFB. A sample not conforming to the specifications will be disqualified. Samples will not be returned to the Bidder. Any and all cost associated with the samples will be incurred by the notified Bidder(s). A.7.5 Sample Testing—Post Award Reference Mandatory Price Sheet(Attachment E) for line items requiring Contractor to submit pre- shipment samples for testing and approval by Customer. The order cannot be shipped until after the Customer issues written authorization for the shipment. The time required for testing will vary depending upon the item but will normally not exceed 30 days after receipt of the sample. Reference Tab 1.3 "Detailed Descriptions"of the Mandatory Price Sheet (Attachment E) for sample requirements for each line item. Items not submitted within 10 days from the request to deliver the samples, or which do not pass the pre-qualification testing within 30 days after bid opening may be removed from consideration for award. A.7.6 Approved/Qualified Products List(AFL/QPL) TxDOT maintains an APL/QPL for numerous line items that meet or exceed the requirements of the specifications outlined in the Mandatory Price Sheet(Attachment E). Bidders' products are pre- qualified through TxDOT's Product Evaluation Program. Information about TxDOT's QPL can be found at: http://www.dot.state.tx.us/GSD/purchasing/supps.htm IFB No.304T-18-550A2 Page AN To have a new product listed on the APL/QPL, refer to the New Product Evaluation program. This information can be found at http://www.txdot.gov/business/resources/evaluation.html A.7.7 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,unless otherwise specified in the solicitation. A.7.8 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(Attachment E) 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. Reference Mandatory Price Sheet(Attachment E) for items with an estimated Annual Usage greater than 100, for which Bidder wishes to provide a preferred minimum order quantity if said quantity would provide a better total value. CPA may, at its sole discretion,use the submitted preferred minimum order quantity at award. There is no guarantee,however,that the Bidder's preferred minimum order quantity will be awarded. A.7.9 Warranty Requirements Bidders must enter the warranty in the appropriate column on the Mandatory Price Sheet. a. Warranty The warranty will cover the completed product and all parts of the product,together with the cost of all labor,materials, and parts required to repair any faults or defects of design,material, or workmanship of the product. Additionallspecial warranty for a line item will be included in Tab 1.3 "Detailed Descriptions Req's"of the Mandatory Price Sheet(Attachment E). Contractor shall furnish warranty documentation on products with each delivery,or within 5 business days from the request by the Customer. At a minimum, the warranty period will begin on the date the equipment is accepted by the Customer, and will continue in effect for a continuous period of(i) 12 months from that date, (ii) as specified in Tab 1.3 "Detailed Descriptions Req's"of the Mandatory Price Sheet(Attachment E)in or(iii)the duration of the manufacturer's standard warranty, whichever is longer. If no time or specific protocol for acceptance is specified elsewhere in the Contract or the Customer purchase order, items are presumed accepted ten working days after receipt. The warranty will apply to any warranty service or repair requested by Customer during the warranty period by contacting the Contractor's authorized warranty service provider with such request,regardless of the amount of time required to complete the requested warranty service or repair. It is the intention of the parties to this contract that Contractor's warranty obligations hereunder will survive the termination of this contract. The Contractor will provide warranty service free of any charge, including all necessary repairs, any shipping necessary to return the equipment or ship it to a repair site and removing or reinstalling the equipment when necessary. The Contractor will repair any materials and parts that are defective in materials or workmanship. In the event repair is not possible, the Contractor will either replace the IFB No.304T-18-550A2 Page A.11 equipment with new equipment of similar composition and price or refund the full purchase price of the equipment,whichever the Customer prefers. b. Warranty Service Bidders are required to complete and return with Bid,Attachment D—Authorized Warranty Service Provider contact information. After the Customer contacts the Contractor's authorized warranty service provider, the service representative shall take any necessary action to correct problems covered by the warranty. A.7.10 Buy America a. For all steel,iron materials and for products offered and delivered,all manufacturing processes shall have occurred in the United States including any processes that modifies the chemical content, physical shape or size, or final finishing of a product.Manufacturing begins with initial melting and mixing and continues through fabrication (cutting, drilling, welding, bending, etc.) and coating, paint, galvanizing, epoxy, etc. In addition,bidder shall offer and subsequent awarded vendor shall deliver only products that are in compliance with Buy America requirements as stated in the following: 1. Title 23, Section 165, Surface Transportation Assistance Act of 1982. 2. Chapter 223, Subchapter A., Section 223.045 of Transportation Code. 3. Title 23, Section 635.410, Code of Federal Regulations. ht!p://www.gpo. ov/fds sl k CFR-2011-title23-volI/xml/CFR-201I-title23-vo11-sec635- 410.xml 4. Source Control of Materials, Section 1.1., `Buy America' TxDOT Standard Specifications for construction and maintenance of highways, streets, and bridges, latest revision. TxDOT Standard Specifications for Construction and Maintenance of Highways, Streets and Bridges Any exceptions to the Buy America requirement listed in any of these sources do not apply to this contract. 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. IFB No.304T-18-550A2 Page Al2 A.8.2 Material Safety Data Sheet(MSDS) The Material Safety Data Sheet(MSDS) applicable to each product must be submitted with shipment(s)as applicable by law. A.8.3 Manufacturer's Statement of Origin (MSO) Contractor must furnish TxDOT a Manufacture's Statement of Origin (MSO); note, Certificate of Title will not meet this requirement. The unit will not be considered delivered until TxDOT receives MSO. MSO will either be furnished at the time of unit delivery or within 48 hours of unit delivery to TxDOT. Contractor should contact TxDOT to obtain the proper name and address for assignment of the MSO. A.8.4 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.8.5 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. A.8.6 Hours of Delivery Contractor must deliver during the hours of 8:00 am to 4:00 pm, based on the Customer's time zone, Monday through Friday. 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 or regularly observed state and federal holidays,unless a prior written approval has been obtained from the Customer or is otherwise stated. In the event of Customer approval for the aforementioned deliveries, Contractor may not invoice any additional charges for that delivery. A.8.7 Delivery Schedule Bidder will furnish, in the space indicated on the Mandatory Price Sheet-Attachment D, 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 Bidder. A.S.8 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 IFB 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 Bidders List (CMBL). 1FB No.304T-18-550A2 Page A13 A.89 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. A.10 PURCHASE ORDERS AND INVOICES AA0.1 Customer Purchase Orders Only purchase orders issued through the approved CPA purchasing system,Texas SmartBuy,are eligible for Contract pricing. 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 Texas SmartBuy purchase order and must be issued through the Texas SmartBuy online system. A.10.2 Online Ordering CPA has implemented the Texas SmartBuy online ordering system to permit Customers to order from the Contract. The system will forward,by e-mail,purchase orders to the Contractor and Customer. Contractor shall acknowledge receipt of purchase order(s)to the Customer's email as listed on purchase order. Bidders must provide one e-mail address for the receipt of purchase orders on Attachment B, Bidder Information_ Multiple e-mail addresses are not allowed; therefore, Bidders are encouraged to provide an e-mail address which can be accessed by multiple staff. 1FB No.304'i 18 55OA2. Page Ala More information about Texas SmartBuy is available on the State Purchasing Web page,which can currently be accessed at: biip://www.txsmgqbuy.com/and Help Guides can be accessed at: http://www.txsmartbuy.conVhelp/ Online ordering will also require the ability to identify and track the commodities/services purchased. Currently, CPA uses the National Institute of Governmental Purchasing, Inc. (NIGP) Commodity/Services Codes. In the future, Contractor(s)may be required to provide an electronic version of the awarded products in a format specified by CPA that can be uploaded to the online ordering system. A.10.3 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. Bidders may provide their additional discount extended to each invoice on Attachment B—Bidder Information form. A.11 BID INFORMATION A.11.1 Schedule of Events Bidder must submit its Bid 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 IFB by published Addendum on the ESBD. A.11.2 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 IFB prior to submitting a Bid. Bidder'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). Bidder must acknowledge each IFB addendum by returning a signed copy of the addendum with its Bid. A.11.3 Questions Bidders must send all questions regarding this IFB to the CPA Point-of-Contact identified in Section A.11.4 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 Bid. Bidders must reference the appropriate IFB 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 Bid submission deadline. IFB No.304T-18-550A2 Page A15 Bidders must notify CPA of any ambiguity, conflict, discrepancy, exclusionary specification, omission, or other error in the IFB in the manner required and by the deadline for submitting questions. If a Bidder fails to notify CPA of such issues, Bidder submits its Bid at its own risk, and if awarded a Contract: (1)waives any claim of error or ambiguity in the IFB 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.11.4 Point-of-Contact Bidders must direct all inquiries and communications concerning this IFB to the Point-of-Contact listed below. Bidders may not contact other CPA or agency personnel regarding this IFS, 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 Bid. Bidders may not use this e-mail address for submission of a Bid.Follow the instructions outlined in Sections A.16 and A.17 for proper submission. CPA Contract Specialist Brad Westbrook, CTCM 512-475-1084 E-mail: bradley.westbrook@cpa.texas.gov After award of any Contract resulting from this IFB, all requests for Contract changes and all communications relating to the Contract will be processed through Statewide Contract Management as referenced in Section A.5.3. Or by mail to: Texas Comptroller of Public Accounts Attn: Statewide Contract Management(SCM) PO Box 13186 Austin, TX 78711-3186 A.11.5 Documents and Attachments Included with this IFB The IFB package also includes the following Documents and Attachments. Documents and Attachments 1. Mandatory Price Sheet—Attachment E (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 Bid and Assurances (with Certification)—Attachment A Bidder Information—Attachment B Preferences—Attachment C Authorized Warranty Service Provider—Attachment D IFB No.304T-18-550A2 Page A16 A.12 HUB SUBCONTRACTING PLAN—REFERENCE PART B; SECTION B.2.5 A HUB Subcontracting Plan(HSP)is not required for this solicitation. Although CPA has not identified probable subcontracting opportunities for this contract, Bidders are highly encouraged to consider any and all subcontracting opportunities for which Historically Underutilized Businesses (HUBS)may compete. Bidders should self-report HUB subcontracting using the form or another format. The CPA HUB Program website may be accessed at: 11�aps://com-Dtroller.texas.gov/purchasingLvendor/hub/forms.php 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. A.13 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_ To execute a contract with CPA, the potential awardee must submit the required disclosures to TEC by completing TEC Farm 1295, Certificate of Interested Parties. TEC Form 1295 is an online form available at TEC's website: h s://www.ethics.state.tx.us/whatsnew/elf info form1295.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 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 TUC's website. If the potential awardee does not timely submit a completed and signed TEC Form 1295 to CPA, CPA is prohibited by law from executing a contract, even if the potential awardee is otherwise eligible for award. CPA may award the contract to the next successful bidder, who will then be subject to this procedure. A.14 EVALUATION OF BIDS A.14.1 Evaluation The Bidder is strongly encouraged to provide its best price in its Bid. In determining the best value, CPA shall consider the following best value factors: (1) Price of the item,to include total cost of ownership, such as installation costs, life cycle costs, and warranty provisions. (2) Compliance with the stated specifications coupled with the quality and reliability of the goods and services, such as fitness for use that meets or exceeds Customers expectations, and the characteristics of the product or service that bear on its ability to meet the stated/implied needs. 1FB No_304T-18-550A2 Page A17 (3) Delivery timeframe from receipt of purchase order(ARO). (4) Indicators of probable performance under the Contract to include: past vendor performance; financial resources; ability, capacity, and skill to perform the contract or provide the service required; experience or demonstrated capability and responsibility;references; and the vendor's ability to provide reliable maintenance agreements and support. (5) Other relevant factors, such as the vendor's ability to comply with laws relating to the goods or services,the vendor's anticipated economic impact to the state or a subdivision of the state, including potential tax revenue and employment,the effect of a purchase on agency productivity, and the cost of any employee training associated with the purchase. CPA reserves the right to conduct studies and other investigations as necessary to evaluate any Bid.. CPA reserves the right to waive any minor or immaterial bid requirements noted in the submission process. Submission of Bids confers no legal rights upon any Bidder. CPA may reject all Bids or parts of any Bid if the rejection serves the state's interest. CPA will not disclose any other information regarding sealed Bids to the public prior to Contract award. Bidders must submit requests for Bid documentation and information to the CPA Open Records Division at: oopen.records(a 0a.texas.gov Past Performance: A Bidder'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. Bidders 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.cgMLypts 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 Bidder. WD No.304T-18-550A2 Page A18 A.15 BEST VALUE AND AWARD PROCESS A.15.1 Best Value CPA will consider best value for the State as directed by Texas Government Code § 2156.007 when awarding a Contract to a Bidder. A.15.2 Award Notice If the IFB is awarded, CPA will issue a notice of award to the successful Bidder. However, there is no guarantee that an award or any Contract will result from this solicitation. A.15.3 Multiple Awards CPA reserves the right to make awards to multiple Bidders. CPA will award a Contract to the Bidder providing the best value to the State for each line item. A.15.4 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 Texas SmartBuy system unless the Contractor has obtained prior written approval from the Statewide Contract Management. Any substitute product submitted for substitution shall meet all the specification requirements, be subject to testing and evaluation criteria and shall be included on MPL, QPL etc. at the time the substitution is offered. A.16 ORGANIZATION OF THE BID FOR SUBMISSION The Bid shall include all information required in this IFB and shall be in the format described in this document. Each Bidder is solely responsible for thoroughly understanding the IFB and its attachments, exhibits, and forms. Any questions concerning this IFB should be directed to the Point of Contact by the Deadline for Submitting Questions identified in Part A. Each Bidder is cautioned to pay particular attention to the clarity and completeness of its Bid. Each Bidder is solely responsible for its Bid and all documentation submitted. A Bid constitutes a binding offer by the Bidder. CPA will disqualify any Bid to this IFB that includes any type of disclaimer or other statement indicating that the Bid does not constitute a binding offer. Bidder must be as precise, accurate, and succinct as possible. Bidder must provide detailed descriptions of how they will fulfill each requirement. Evaluators may consider the clarity and completeness of a Bid. A.16.1 ConfidentiallProprietary Information If Bidder asserts that any material in the Bid is confidential or proprietary information, Bidder crust clearly mark the applicable pages of Bidder's submission in boldface type to indicate each claim of confidentiality and include the words "confidential"at the top of the page. Additionally, Bidder must include a statement on company letterhead identifying all Bid section(s)and specific page(s) that have been marked as confidential and explain why the information is marked as confidential and excepted IFB No.304T-18-55OA2 Page A19 a) a list of Bidder's current customers for which the Bidder provides the requested goods or services of the type and in the quantity and quality comparable to the submitted bid 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 Bidder's employees and years in business; c) a written description of Bidder's prior contracting experience with CPA, similar agencies, or other Customers of comparable size and receiving a comparable scope of delivery of goods or services; and d) any other information Bidder believes is pertinent to demonstrate Bidder's financial capability, financial solvency, and capacity to fulfill the requirements of this IFB. CPA reserves the right to investigate and determine the financial integrity and responsibility of a Bidder and to reject a Bid on the grounds of Bidder's lack of financial soundness, or if CPA reasonably concludes, after reviewing the information submitted by Bidder as well as all other relevant information obtained by CPA, that significant issues exist that could jeopardize Bidder's full and timely performance. A.16.11 Signed Addenda to IFB As stated in Part B, Section B.2.2, Bidder must submit signed copies of all IFB addenda, if any, with its Bid. A.16.12 References Bidders must provide three references for contracts they have had in similar size and scope to this Contract. At a minimum, Bidder should provide the following for each reference: Entity Name,Annual Amount of Contract, Dates of Contract, Contact Name, Phone Number, and Address. A.17 SUBMITTING THE BID TO CPA The Bid must clearly state the Bid Due Date and Time identified on the Cover Page, Schedule of Events and be titled: Bid Submitted for IFB 304T-18-550-A2, Traffic Control Devices. BIDDER MUST SUBMIT THE PRICE SHEET ELECTRONICALLY IN ITS ORIGINAL FORMAT EVEN IF BIDDER SUBMITS A HARD COPY OF ITS BID. A.17.1 Electronic Submission Please read all instructions carefully for submitting electronically.: Use the following e-mail address to submit your Bid electronically. It is recommended that Bidder begin the process well in advance of 1:30 pm on the due date: SPD.ebids(&,cpa.texas.gov The e-mail subject line should contain the IFB number and title as indicated on the cover pa g The Bidder is solely responsible for ensuring that Bidder's complete electronic Bid 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 IOMB each. This may result in the sending multiple a-mails to SPD.eb_ids()c2a.texas.gov,for the submission of all documentation contained in a Bid. ALL DOCUMENTS SHOULD BE SUBMITTED IN MICROSOFT OFFICE® FORMATS (WORDS AND EXCELS) OR IN A FORM THAT MAY BE READ BY MICROSOFT IFB No,304T-18-55OA2 Page A22 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 BIDS 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 Bids 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",-', 3' r request a confirmation by e-mail. A.17.2 Hard Copy Submission In lieu of electronic submission, CPA currently still accepts hard copy Bid. Bidder must submit one original signed paper copy; however,the Mandatory Price Sheet must always be submitted in the electronic fora-nat requested. CPA will document all Bids that CPA receives with a date/time stamp for receipt documentation purposes. Bidder may send Bid to Statewide Procurement at the following address. By Overnight/Express Mail to 7:45 am-4:45 pin . Attn: Statewide Procurement Statewide Contract Development Room 174-A(CPA Mailroom,N.E. Back Dock) 1711 San Jacinto Blvd. Austin, TX 78701 Facsimile Bids are not allowed without prior written approval from CPA. IFB No.304T-18-550A2 Page A23 FART 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 IFB and the Contract..............................................................................4 B.1.3.1 Global Drafting Conventions..........................................................................................4 B.1.3.2 Headings.................. ... ...................................................................................................4 B.2 The IFB Process..................................... 4 B.2.1 Submitting Questions about the IFB................................................................. , .................4 B.2.2 Addenda to the IFB ................................................................................................................5 B.2.3 Testing and Inspection....................................................................... . ..................................5 B.2.4 Accuracy of the Bid........................................ .......................................................................5 B.2.5 HUB Subcontracting Plan Requirements...............................................................................5 B.2.6 Cost of Submitting the Bid.....................................................................................................6 B.2.7 Public Information Act Disclosures.......................................................................................6 B.2.8 Agency Posting of Contracts........................................................... ......................................7 B.2.9 Irrevocability of the Bid.........................................................................................................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 BAContract Management........................................... . .....................................................................8 B.4.1 Contract Managers .................................................................................................. ....... ...8 BA.1.1 The CPA Contract Manager............................................................................................8 B.4.1.2 The Contractor's Contract Manager....... .. ....................................................................9 B.4.2 Controlled Correspondence........................................................................... .....................9 B.4.3 Notices and Liaisons .................................................... ......................................................9 B.4.3.1 Delivery of Written Notices............................................................................................9 B.4.3.2 Notice to Contractor........................................................................................................9 B.4.3.3 Notice to CPA...............................................................................................................10 B.4.4 Subcontracting Approval......................................................................................................10 BA.5 No Implied Authority..................................................................................... ..................... 10 B.4.6 Cooperation with the CPA ................................................................................................... 11 B_4.7 Dispute Resolution................................... . .........................................................................11 B.4.71 Informal Meetings............................................... . ....................................................... 11 1FB No.3 04T-1 8-550A2 Page B 1 B.4.7.2 Alternative Dispute Resolution at State Office of Administrative Hearings................11 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.49 Renegotiation of Price..........................................................................................................12 B.4.10 Name Changes and Organizational Changes....................................................................12 B.4.11 News Releases..................................................................................................................13 B.5 Financial Information.................................................................................................................. 13 B.5.1 Appropriations.................... ................................................................................................13 B.5.2 Audit Requirements..............................................................................................................13 B.5.3 Invoicing and Payment Requirements..................................................................................14 B.5.4 Disputed Invoices............................................................................................................. ..14 B.5.5 Time and Manner of Payment................................. ............................................................ 15 B.5.6 Antitrust and Assignment of Claims....................................................................................15 B.5.7 Debts and Delinquencies............ ........................................................................................15 B.5.8 Liability for and Payment of Taxes......................................................................................15 B.5.9 Method of Purchase and Vesting Ownership.................................................... ..................16 B.510 No Debt Against the State ................................................................................................16 B.5.11 Refunds.............................................................................................................................16 B.5.12 Travel................................... B.5,13 Direct Deposit...................................................................................................................16 B.6 Confidentiality and Security........................................................................................................ 16 B.7 Terms and Conditions........................................ .........................................................................17 B.7.1 Affirmations.........................................................................................................................17 B.7.2 Civil Rights................................................................................................................ .......17 B.7.3 Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion..17 B.7.4 Records Retention................................................................................................................ 18 B.7.5 Environmental Protection.....................................................................................................18 B.7.6 Prohibition on Lobbying .....................................................................................................18 B.7.7 Copyrights and Publications.................................................................................................18 B.7.8 Certifications................................... ................................................................................... 18 B.7.8.1 Child Support Obligations ............................................................................................18 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.79 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.............................................1.21 B.7.13 Force Majeure.............................................................. .................................................22 B.7.14 Buy Texas.........................................................................................................................22 B.7.15 Miscellaneous Terms and Conditions...............................................................................22 B.7.15.1 Permits .............................................................. .22 B.7.15.2 Electrical Items ............................................... ........................................... . ..............22 B.7.15.3 Executive Head.................................................. ................................................. ........22 1FB No.304T-18-55OA2 Page B2 13.7.15.4 Terminated Contracts......................................................................................... . .......22 B.7.16 Non-Waiver of Rights..................................................... ................................. ............22 B.7.17 No Waiver.........................................................................................................................23 B.7.18 Severability.......................................................................................................................23 B.7.19 Applicable Law and Venue ..............................................................................................23 B.7.20 Compliance with Laws; Dealing with Public Servants....................................................23 .............................. B.7.21 Insurance and Other Security............................................................................................24 B.7.22 Deceptive Trade Practices; Unfair Business Practices.....................................................24 B.7.23 Immigration....................................................................................... B.7.24 Key Personnel Change Management................................................................................24 B.7.25 Federal, State, and Local Laws, Regulations, and Requirements.....................................24 B.7.26 Taxes.................................................... ............................................................................24 8.7.26.1 State and Federal Tax Law.............................. B.7.26.2 Federal Tax Reform Act. ..............................................................................................24 B.7.27 Worker's Compensation...................................................................................................25 B.7.28 No Liability Upon Termination........................................................................................25 B.7.29 Felony Criminal Convictions............................................................................................25 B.7.30 Drug-Free Workplace.......................................................................................................25 B.7.31 Vendor Performance Before and After Award.................................................................25 B.7.32 State of Texas Debarment.................................................................................................26 B.7.33 Electronic and Information Resources Accessibility Standards, As Required by 1 Texas Administrative Code Chapter 213 (Applicable to State Agency and Institutions of Higher Education PurchasesOnly)..................................................................................................................................26 B.1 INTRODUCTION B.1.1 Definitions The definitions used in Part A of this IFB apply to this Part B as well.Unless the context clearly indicates otherwise, all terms and conditions of this Contract that refer to "Bidder" apply with equal force to Contractor. B.1.2 Conflicts of Interest B.1.2.1 Actual and Perceived Conflicts By submitting a Bid, Bidder 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. Bidder also represents and warrants that entering a Contract with CPA will not create the appearance of impropriety. In its Bid, Bidder 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 Bid disqualification or Contract termination. B.1.2.2 Current and Former CPA Qn io ees In addition to the disclosures required above, Bidder 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 IFB Na.304T-1 8-550A2 Page B3 (as defined by Texas Government Code § 573.025), to any current or former officers or employees of the CPA. Bidders 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. Bidder,by signing this solicitation, certifies that it has complied with all applicable laws and regulations regarding former state employees. Bidder 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 Em 10 ent for Former State Officers or Em to ees under Texas Government Code § 572.069. B.1.3 Construction of this IFB and the Contract B.1.3.1 Global Draffing_Conventions The terms "include,""includes,"and"including"are terms of inclusion and enlargement. When used in this IFB 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 IFB and the Contract. B.1.3.2 Headings The Article and Section headings in this IFB and the Contract are for reference and convenience only and may not be considered in the interpretation of this IFB or the Contract. B.2 THE IFB PROCESS B.2.1 Submitting Questions about the IFB Bidder will have until the Deadline for Submitting Questions, identified in Part A, to submit in writing all questions regarding this IFB. Bidder may only send questions to the Point of Contact. All questions must precisely and specifically cite the IFB 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 inn any form other than the materials constituting this IFB, the Question and Answer Document, and any IFB 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. IFB No.304T-1 8-550A2 Page B4 Minor questions for which the answer will not affect the interpretation of the IFB or change the contents of a Bid(for example, a question regarding delivery of the sealed Bid)may be answered orally or by e- mail by CPA. B.2.2 Addenda to the IFB Should an addition or correction to this IFB become necessary, CPA will post an addendum relating the necessary information on the ESBD. Bidder is responsible for periodically checking the ESBD for addenda or additional information relating to this IFB.Bidder is required to acknowledge each addendum by returning a signed copy of the addendum with its Bid. 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 IFB 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 Bidder's place of business for the purpose of inspecting the goods. To the extent practical, the CPA inspections will not disrupt the Bidder's daily operations. CPA or Customer will test samples submitted with the Bid or samples taken from regular shipments. Bidder 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 IFB 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 Bidder or hold them for disposition at Bidder's expense. Latent defects may result in cancellation of the Contract at no expense to the state. If material fails to meet specifications, the Bidder will be notified by fax, mail, or e-mail. Bidder will have ten working days after receipt of the notification to remove the rejected material from state property at the Bidder's expense. Customer will dispose of the material Bidder does not remove in the allotted time period and will charge Bidder for all disposal expenses. B.2.4 Accuracy of the Bid Bidder's Bid must be true and correct and must contain no cause for claim of omission or error. Bids 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 Bidders are encouraged to become HUB certified. Bidders may find State of Texas HUB applications at: hops://www.coMptroller.texas.gov/purchasing/vendor/registration. Definitions for State of Texas HUB certifiable businesses can be found in 34 Texas Administrative Code Chapter 20, Subchapter D, which is available at: http;//www.sos.texas. ovg /tac/. A HUB Subcontracting Plan Form, if included for this solicitation, must be filled out and returned with the Bid to be considered responsive. If the Bid does not include a completed HUB Subcontracting Plan, CPA will reject the Bid as a material failure to comply with advertised specifications. 1FB No.304T-18-550A2 Page B5 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 r1IGP class and item at: h s:llm c a.c Xa.state.tx.us/tpasscmblsearch. Additional minority and women owned business association resources are available for subcontracting notices at: ht s://www.com troller.texas. ov/ urchasin vendor/hub/resources. h . Bidder can find additional information and training regarding how to complete a HUB Subcontracting Plan on the CPA Website at the following link: h s://www.com troller.texas. oy/ urchasin vendor/hub/forms. h . B.2.6 Cost of Submitting the Bid CPA will not reimburse the Bidder for any cost related to its Bid. Bidder is responsible for any expense related to the preparation and submission of its Bid. 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 Bid and other information submitted to the CPA by the Bidder are subject to release as public information by the CPA and by any Customer that is also subject to the PIA. The Bid 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 Bidder to include proprietary or otherwise confidential information in its Bid or other submitted information, the Bidder must clearly label that proprietary or confidential information and identify the legal basis for confidentiality. Merely making a blanket claim that the entire Bid is protected from disclosure because it contains some proprietary information is not acceptable, and will make the entire Bid 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 Bid that are considered by the Bidder to be proprietary or confidential must be clearly labeled as described above. Any information which is not clearly identified by the Bidder as proprietary or confidential will be deemed subject to disclosure pursuant to the PIA. Bidder will irrevocably deemed to have waived, and Bidder 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 Bidder or any third party for any materials appearing in the Bid. Bidder is required to make any information created or exchanged with a state governmental entity (as defined by Texas Government Code§2252907(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 AcrobatV; Microsoft Word®; Microsoft Excel®; or,hard copy(paper). If Bidder's Bid contains any information, which Bidder claims is confidential and not subject to release under the PIA, Bidder must prepare and email to CPA an electronically submitted document, containing all of Bidder's submissions pursuant to this IFB with all information claimed as confidential excised, blacked out, or otherwise redacted. The electronic document must also contain an Appendix which 1F'B No.304T-18-550A2 Page B6 contains clear references to all redacted information including a general description of the redacted information_ Bidder must mark this electronic document "For Public Release:_Redacted Versiop of Lfferor's Name], CPA EM.JIFB Number]." B.2.8 Agency Posting of Contracts Without prior written notice to Bidder, the redacted Bid 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 Bid The Bid is irrevocable for 120 calendar days following the Bid Opening Date and Time identified in Part A. CPA may extend this period with Bidder'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 IFB and the Bid. The IFB, as modified by any Addenda, controls over the Bid. 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. B3.3.2 Cause/Default If Contractor fails to provide the goods or services contracted for according to the provisions of the Contract, or fails to comply with any of the terms or conditions of the Contract, CPA may, upon written notice of default to Contractor,immediately terminate all or any part of the Contract. Termination is not an exclusive remedy, but will be in addition to any other rights and remedies provided in equity, by law or under the Contract. CPA may exercise any other right, remedy or privilege which may be available to it under applicable law of the state and any other applicable law or may proceed by appropriate court action to enforce the provisions of the Contract, or to recover damages for the breach of any agreement being derived from the Contract. The exercise of any of the foregoing remedies will IFS No.304T-38-550A2 Page B7 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. 13.3.3.3 Change in Federal or State Requirements If federal or state laws,regulations, or requirements are amended or judicially interpreted so that either CPA or Bidder cannot reasonably fulfill the.Contract and if the Parties cannot agree to an amendment that would enable substantial continuation of the Contract, the Parties will be discharged from any further obligations under the Contract. B.3.3.4TPPD PurchasinZ 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 IFB 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 R is 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 IFB,together with any modifications made through Addenda; and the successful Bid, together with any clarifications that are submitted at the request of CPA. BA CONTRACT MANAGEMENT B.4.1 Contract Managers B.4.1.1 The CPA Contract Manager The CPA Contract Manager has the authority to: • sign Controlled Correspondence; • serve as the day-today point-of-contact; • coordinate quality control reviews; • approve invoices; IFB No.3 04T-1 8-550A2 Page B8 • 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.4.1.2The Contractor's Contract,Manager Bidder must identify its Contract Manager to CPA in writing within 10 days of the issuance of the Purchase Order. Bidder 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. 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 Bidder 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 IFB No.304T-38-550A2 Page B9 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 IFB or resulting Contract, expressly understands and acknowledges that in entering into such subcontract(s), CPA is in no manner liable to any subcontractor(s) of the Contractor. In no event will this provision relieve Contractor of the responsibility for ensuring that the performances rendered under all subcontracts are rendered so as to comply with all terms of this IFB 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 Iimited 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. E'B No.304T-18-55oA2 PageBlo BA.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 r ormal 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 Hearin s_ 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.4.7.3Texas Government Code Chapter 2260.. The Parties must use the dispute resolution process provided for in Texas Government Code Chapter 2260, as further described in this Section, to attempt to resolve any claim for breach of this Contract made by Contractor. Contractor must submit claims for breach of this Contract that the Parties cannot resolve in the ordinary course of business according to the negotiation process provided in Texas Government Code Chapter 2260,Subchapter B.To initiate the process,Contractor must submit written notice, as required by subchapter B, to CPA's Deputy Comptroller and to CPA STATEWIDE PROCUREMENT DIVISION as stated in Section B.4.3. This written notice must specifically state that the provisions of Chapter 2260, subchapter B, are being invoked. Compliance by Contractor with subchapter B is a condition precedent to the filing of a contested case proceeding under Texas Government Code Chapter 2260, Subchapter C. The contested case process provided in Texas Government Code Chapter 2260, Subchapter C, is Contractor's sole and exclusive process for seeking a remedy for any alleged breach of this Contract by CPA if the Parties are unable to resolve their disputes informally. Compliance with. the contested case process provided in Texas Government Code Chapter 2260, Subchapter C, is a condition precedent to seeking consent to sue from the Legislature under Texas Civil Practices and Remedies Code Chapter 107. Neither the execution of this Contract by CPA nor any other conduct of any CPA representative relating to this Contract will be considered a waiver of sovereign immunity. The submission, processing, and resolution of Contractor's claim is governed by CPA's published rules, in 34 Tex. Admin. Code Chapter 1, Subchapter F. 1FB No.304T-18-550A2 Page B 11 B.4.7A 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 Applicabilily 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 Bid to the IFB, Bidden represents and warrants that it has read and understood and will comply with CPA's Anti-Fraud Policy, found at- https://comptroller.texas.gov/about/policies/ethics.php, as such Policy currently reads and as it is amended throughout the term of the Contract. B.4.9 Renegotiation of Price CPA will monitor market prices and prices paid by other governmental entities or other states for substantially similar goods and services during the term of the Contract. If CPA determines that substantially similar goods and services are selling for meaningfully lower prices than the prices established in the Contract, CPA may initiate price renegotiations with Contractor and amend the Contract to reflect a new, lower price, if agreed to by the Parties. B.4.10 Name Changes and Organizational Changes Contractor must provide CPA with written notice by Controlled Correspondence of all name changes and organizational changes relating to Contractor including any merger,acquisition, or-sale no later than ten business days of such change- Contractor, in its notice,must describe the circumstances of the name change or organizational change, state its new name, provide the new Tax Identification Number, and describe how the change will impact its ability to perform the Contract. If the change entails personnel changes for personnel performing the responsibilities of the Contract for Contractor, Contractor must identify the new personnel and provide resumes to CPA, if resumes were originally required by the IFB. CPA may request other information about the change and its impact on the Contract and Contractor must supply the requested infon-nation 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). 1F8 No.304T-I8-55OA2 Page B 12 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. Bidder acknowledges that the ability of CPA and Customers to make payments under the Contract is contingent upon the continued availability of funds. Bidder 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. Bidder 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 Bidder of any such Contract or order termination. In the event of such a termination,Bidder must,unless otherwise mutually agreed upon in writing, cease all work immediately upon the effective date of termination, either on that particular order if an order is being terminated, or the Contract, if the Contract is being terminated. CPA or Customer will be liable for payments limited only to the portion of work the CPA or the Customer authorized in writing and which the Bidder 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 "No.304T-18 550A2 Page B 13 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 fiends may have additional audit requirements that are required by law or regulation. Those additional requirements will be included on the purchase order for that particular order. B.5.3 Invoicing and Payment Requirements In order to receive payment under the Contract, Contractor must submit an original invoice to the Customer placing the order, which will be designated in the purchase order as the "Bill To" address. To be a proper invoice that may be accepted and paid, the invoice must include the following information and/or attachments: (1) Name and address of the Contractor. (2) Contractor's Texas Identification Number(TIN). (3) Contractor's invoice remittance address. (4) The purchase order number authorizing the delivery of products or services. (5) A description of what the Contractor delivered, including, as applicable, the time period, serial number, unit price, quantity, and total price of the products and services. If the invoice is for a lease, the Contractor must also include the payment number(e.g., 1 of 36). If an authorized dealer has fulfilled the purchase order, then the dealer's information should be supplied in lieu of Contractor's information. If an invoice does not meet this Section's requirements, CPA or Customer will send Contractor written notice with the improper invoice within 21 calendar days after receipt of the invoice. The notice will contain a description of the defect or impropriety and any additional information the Contractor needs to correct the invoice. For purposes of this Section and Sections B.5.4 and B.5.5, the CPA will only be receiving and paying invoices when CPA has placed an order with the Contractor for CPA needs. Otherwise, the orders will be for Customers, as defined in SectionkI 8.5.4 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. 1FB No.304T-[8-550A2 Page B 14 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 o£ (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 Bid to any competitor or any other person engaged in such line of business during the procurement process for this Contract. Contractor assigns to the State of Texas all of Contractor's rights, title, and interest in and to all claims and causes of action Contractor may have under the antitrust laws of Texas or the United States for overcharges associated with the Contract. B.5.7 Debts and Delinquencies CPA is prohibited from issuing any payment to a person or entity that has been reported as having an indebtedness or delinquency to the state. Contractor agrees that, to the extent Contractor owes any debt or delinquent taxes to the State of Texas, CPA will apply any payments or other amounts Contractor is otherwise owed under this Contract toward the debt or delinquent taxes until the debt or delinquent taxes are paid in frill. 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 fFB 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 IFB and Contractor's invoice may not include any amount for such taxes, as long as the Customer has provided the requested Tax Exemption Certificates. 1FB No.304T-15-550A2 Page B 15 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 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. TFB No.304T-18-55o.a2 Page B 16 B.7 TERMS AND CONDITIONS B.7.1 Affirmations Submitting a Bid with a false statement is a material breach of contract and the Bid or the Contract will be void. Bidder will be removed from all bid lists- By submission of a signed Bid, the Bidder certifies the following. B.7.1.1 Bidder 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.7.1.2Bidder 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 Bidder 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 Bidder will promptly notify CPA in the event that any representations and warranties provided in this Contract are no longer true and correct.Bidder acknowledges that all of its representations and warranties contained in any part of its Bid and this Contract are material and have been relied upon by the CPA in selecting the Bidder for the award of the Contract. Further, the Bidder 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 Bidder agrees that no person will, on the ground of race, color, religion, sex, national origin, age, disability, political affiliation, or religious belief, be excluded from the participation in, be denied the benefits of, be subjected to discrimination under, or be denied employment in the administration of, or in connection with, any program or activity funded in whole or in part with funds available under this Contract. Bidder 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 bidders/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. Bidder 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 Bidder- is in compliance with the State of Texas statutes and rules relating to procurement and that Bidder is not listed on the federal government's terrorism watch IFB No.304T-18-550A2 Page B 17 list as described in Executive Order 13224. Entities ineligible for federal procurement are listed at httpsa/www.sam.goy. 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 Bidder 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 Bid,Bidder 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 Bidder nor the firm,corporation, partnership, or institution represented by Bidder, 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 Bid made to any competitor or any other person engaged in such line of business. B.7.7 Copyrights and Publications Contractor understands and agrees that, where activities supported by the Contract produce original books,manuals, films, or other original material(referred to in this Contract as "the works"), Contractor may copyright the works subject to the reservation by CPA and affected Customers of a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for state or political subdivision purposes: • the copyright in the works developed under the Contract, and • any rights of copyright to which Contractor purchases ownership with funding from. the Contract. Contractor may publish, at its expense, the results of Contract performance with prior CPA review and approval of that publication. Any publication(written, visual, or sound) must include acknowledgment of the support received from CPA and Customers. Contractor must provide one copy of any such publication to CPA. CPA reserves the right to require additional copies before or after the initial review. Contractor must provide all copies free of charge to CPA. B.7.8 Certifications B.7.8.1 Child Support Obligations Under Texas Family Code § 231.006, (relating to child support) Bidder, by submitting its Bid, 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. IFB No.304T-I8-550A2 Page B 18 B.7.8.2Franchise Tax Certification Bidder, by submitting its Bid, 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 Bidder is a qualifying business entity type per CPA guidelines and is not set up in the Texas Franchise Tax system, Bidder must do so prior to contracting with the State of Texas. B.7.8.3 Certification Concerning Dealin s with Public Servants Bidder, by submitting its Bid, 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.7.8.4Certification Concerning Financial Participation Under Texas Government Code § 2155.004,Bidder certifies that the individual or business entity named in this bid 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 bid 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 bid or award,has been: (1) convicted of violating a federal law in connection with a contract awarded by the federal government for relief,recovery,or reconstruction efforts as a result of Hurricane Rita, as defined by Section 39.459, Utilities Code, Hurricane Katrina, or any other disaster occurring after September 24, 2005; or (2) assessed a penalty in a federal civil or administrative enforcement action in connection with a contract awarded by the federal government for relief, recovery, or reconstruction efforts as a result of Hurricane Rita, as defined by Section 39.459,Utilities Code, Hurricane Katrina, or any other disaster occurring after September 24, 2005. Under Texas Government Code Section 2261.053,Bidder certifies that the individual or business entity named in this Bid 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 2155.00613iddercertifies that the individual or business entity named in this bid 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. B.7.8.6 Certification Concerning,Restricted Employment for Former State Officers or Employees under Texas Government Coded 57572.069 Bidder 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 Bidder before the second anniversary of the date the contract is signed or the procurement is terminated or withdrawn. This certification only applies to former state officers or employees whose state service or employment ceased on or after September 1,2015. IF'B No.304T-18-550A2 Page 319 B.7.9 Independent Contractor Bidder is not an employee, officer, or agent of CPA for any purpose under this solicitation or Contract. Bidder is and remains an independent contractor in relationship to CPA. CPA shall not be responsible for withholding takes from payments made under the Contract. Bidder may not claim vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind from CPA. B.7.10 No Assignment by Contractor Contractor may not assign its rights under the Contract or delegate the performance of its duties under the Contract without prior written approval from the CPA. B.7.11 Indemnification and Liability Acts or Omissions Contractor shall indemnify and hold harmless the State of Texas, CPA,and Customers,AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES,AND/OR DESIGNEES FROM ANY AND ALL LIABILITY,ACTIONS,CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from any acts or omissions of the Contractor or its agents, employees, subcontractors, order fulfillers,or suppliers of subcontractors in the execution or performance of the Contract and any Purchase Orders issued under the Contract. THE DEFENSE SHALL BE COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. CONTRACTOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. Infringements a) Contractor shall indemnify and hold harmless the State of Texas, CPA, and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES,AND/OR DESIGNEES from any and all third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF CONTRACTOR PURSUANT TO THIS CONTRACT.CONTRACTOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF 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: (1) 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 iFB No,304T-18-550A2 Page B20 pursuant to Customer's specific instructions, (iv) any intellectual property right owned by or licensed to Customer,or(v)any use of the product or service by Customer that is not in conformity with the terms of any applicable license agreement. c) If Contractor becomes aware of an actual or potential claim, or Customer provides Contractor with notice of an actual or potential claim, Contractor may (or in the case of an injunction against Customer, shall), at Contractor's sole option and expense; (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer's use is non- infringing. Taxes/Workers' Compensation/Unemployment Insurance—Including Indemnity 1) CONTRACTOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, CONTRACTOR SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF CONTRACTOR'S AND CONTRACTOR'S EMPLOYEES' TAXES OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS CONTRACT. CONTRACTOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS,INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND WORKERS' COMPENSATION. THE STATE OF TEXAS, CPA, AND/OR THE CUSTOMER SHALL NOT BE LIABLE TO THE CONTRACTOR, ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT INSURANCE AND/OR WORKERS' COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER. 2) CONTRACTOR AGREES TO INDEMNIFY AND HOLD HARMMESS 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 govemment-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. ]FB No.304T-18-550A2 Page B2] B.7.13 Force Majeure CPA, any Customer,and Contractor will not be responsible for delays in performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of CPA, Customer, or Contractor. In the event of an occurrence under this Section, the CPA, Customer, or Contractor (Parties) will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Party continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Party will immediately notify the other Party(ies) by telephone (to be confirmed in writing within five calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. B.7.14 Buy Texas In accordance with Texas Government Code § 2155.4441, Contractor must, in performing any services under the Contract, purchase products and materials produced in Texas when they are available at a comparable price and in a comparable period of time to products and materials produced outside Texas. B.7.I5 Miscellaneous Terms and Conditions B.7.15.1 Permits Bidder will be responsible, at the Bidder'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 Bid, Bidder 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 Bid, Bidder 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 Bidder does have such a terminated contract, Bidder 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, IFB No.304T-18-550A2 Page B22 waive, or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. The terms and conditions set forth in this section apply with equal force as to Contractor and Customers. B.7.17 No Waiver The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the CPA or the State of Texas or any Customer of any immunities from suit or from liability that the CPA or the State of Texas or any Customer may have by operation of law. Nothing in this Contract should be construed as a waiver of the sovereign immunity of the State of Texas, CPA, or Customers_ This Contract does not constitute or should not be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the State of Texas, CPA, or Customers. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the State of Texas,CPA,or Customers under this Contract or under applicable law does not constitute a waiver of such privileges, rights, defenses,remedies, or immunities or be considered as a basis for estoppel. CPA does not waive any privileges, rights, defenses, or immunities available to CPA by entering into this Contract or by its conduct prior to or subsequent to entering into this Contract. B.7.18 Severability If any provision of the Contract is for any reason held to be unenforceable,the remainder of the Contract remains fully enforceable. B.7.19 Applicable Law and Venue Bidder agrees that the Contract in all respects will he governed by and construed in accordance with the laws of the State of Texas, except for its provisions regarding conflicts of laws. Bidder 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 bid 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. 1FB No.304T-18-550A2 Page B23 B.7.21 Insurance and Other Security Bidder 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 IFB and generally to ensure proper fulfillment of the Contract and its liabilities thereunder.Bidder 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 Bidder 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. Bidder represents and warrants that it has not been found to be liable for such practices in such proceedings.Bidder certifies that it has no officers who have served as officers of other entities who have been the subject of allegations of Deceptive Trade Practice violations or allegations of any unfair business practices in an administrative hearing or court suit, and further certifies that such officers have not been found to be liable for any such practices in such proceedings. B.7.23 Immigration The Contractor represents and warrants that it will comply with the requirements of the Immigration and Nationality Act(8 U.S.C.§ 1101 et seq.) and all subsequent immigration laws and amendments. B.7.24 Key Personnel Change Management Bidder 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 Bidder 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 Bidder's omission or breach of this Section. B.7.26 Taxes B.7.26.1 State and Federal Tax Law. Bidder 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. IFB No.304T-18-55OA2 Page B24 B.7.27 Worker's Compensation Bidder 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 Bidder or its employees for any Unemployment or Workers' Compensation coverage or any federal or state withholding requirements. B.7.28 No Liability Upon Termination If this Contract is terminated for any reason, the State of Texas, CPA, and Customer are not liable to Contractor for any damages,claims, losses, or any other amounts arising from or related to termination. However,Contractor may be entitled to the remedies provided in Texas Government Code Chapter 2260. B.7.29 Felony Criminal Convictions Bidder represents and warrants that Bidder has not and Bidder's employees have not been convicted of a felony criminal offense, or that, if such a conviction has occurred, Bidder 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 Bidder 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 Bidder performance including notices of termination, cure notices, assessments of liquidated damages, litigation, audit reports, and non-renewals of contracts. These sources of Bidder 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 Bidder'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 Bidder. Information pertaining to VPTS is located on CPA's website at: https://www.comptroller.texas.goy/purchasinWprogMMs/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. IFB No.304T-18-550A2 Page B25 i ,4 Bid Submitted for IFB 304T-18-550-A2,Traffic Control Devices Bid Due Date 8/9/2018, 1:30 pm central ESBD Posting Date 6/29/2018 Questions Submission Deadline 7/10/2018 Response to Questions Date 7/13/2018 Bid submitted by Iteris Inc. GLENN HEGAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS IFB No. 304T-18-550A2 ATTACHMENT A EXECUTION OF BID FAILURE TO COMPLETE (AS NECESSARY), SIGN AND SUBMIT THIS EXECUTION OF BID WILL RESULT IN DISQUALIFICATION OF THE BID. Bidders presenting bids to this agency shall provide the following: Federal Employer ID#: / r �p Company Name: Pursuant to Tx. Family Code §231.006(c), responses must include names and the LAST 4 DIGITS of the Social Security Numbers of each person with at least 25% ownership of the business entity submitting the response. If any person meets the 25% ownership criteria failure to provide the required information will result in disqualification of the bid. Bidders meeting the ownership criteria must complete the following: XXX-XX- Name Social Security Number XXX-XX- Name Social Security Number XXX-XX- Name Social Security Number XXX-XX- Name Social Security Number Under the Texas Government Code, Title 6, Subtitle B, §669.003 a state agency may not enter into a contract with a Bidder that employs a former executive head of the State Agency unless certain statutory conditions are met. By signing the below acknowledgment, the Bidder certifies that it is in compliance with §669.003. If§669.003 applies, the Bidder shall complete the following information in order for its Bid to be evaluated: Name of former Executive: Name of State Agency: Date of separation from State Agency; Date of employment with Bidder. Comptroller.Texas.Gov - triE'O txas GLENN HEGAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS IFB No. 304T-18-550A2 ATTACHMENT A EXECUTION OF BID (Continued) BIDDER ACKNOWLEDGMENT The Bidder does hereby acknowledge that it can meet all requirements as stated and also acknowledges the receipt, review, and acceptance of the Invitation for Bid identified in its Bid. Any exceptions to the statement of work, terms, requirements, and conditions have been explicitly set forth in the Bidder's Bid. By signing this Execution of Bid, Bidder: 1) Certifies that if a Texas address is shown as the address of the Bidder, the Bidder qualifies as a Texas Resident Bidder as defined in Section 2155.444(c) of the Texas Government Code. 2) Acknowledges that its Bid and subsequent documents submitted are subject to the Texas Public Information Act; 3) Acknowledges its obligation to specifically identify information it contends to be confidential or proprietary, and where respondent designates substantial portions of or the entire Bid as confidential or proprietary, the Bid is subject to being determined to be non-responsive to the solicitation. 4) Grants a royalty-free, non-revocable limited perpetual license to reproduce any copyrighted portions of the Bid and subsequent documents to comply with Legislative Budget Board reporting requirements, Public Information Act disclosures, or any other reporting requirements mandated by law or statute. 5) Certifies that, pursuant to Section 2270.002 of the Texas Government Code, Bidder does not boycott Israel and will not boycott Israel during the term of the contract resulting from this IFB. G) Bidder's Bid will remain ' ffect for 120 days after the Bid Due Date Signature-Auth rized Res p dent Representative A�Icj -e Y .. YO (A10 Printed Name Date ComptroI IerJexas.Gov Gy��9 Fr hl GLENN HEGAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS IFB No. 304T-18-550A2 ATTACHMENT B—BIDDER INFORMATION Complete and Return with Response Company Name: Mailing Address: Physical Address: ;4A p City/State/Zip: DUNS No.: Franchise Tax File No.: $ E-Mail for Receipt of Purchase Orders: E-Mail for Receipt of Invoices: Complete all fields for each name as requested on this foam. All information is necessary to conduct mandated checks through the SAM/Excluded Parties List System (Reference Part B, Paragraph B.7.3) . � T!�y �RY ED BID DEPRESENTATIVE () Lov— LW :n7v- le� N Name—First Middle Name Last Title Phone �j 2" � E- g�7�E-mailaU/,Q:cji i+e V— tt�k'`l REPRESENTATIVE FOR RECEIPT OF INVOICES A/ v ye i1 F r Name—First Middle Name La t Titl Phone , eo c CONTRACT MANAGER or CUSTOMER SERVICE REPRESENTATIVE I Ki TE-Ae, �a �j Name—First Middle Name Last Title Lehon " _ 412P 1, ire I�+1 S g s� 4 F Y'Y Payment terms for the State of Texas are typically 30 days. Provide the additional expedited payment discount(s) extended if paid within the number of days indicated below. Gom pt rol ler.Texa s.Gov .iLLE Ca^ypi. tC# � x S GLENN HEGAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS IFB No. 304T-1 8-55OA2 ATTACHMENT C-PREFERENCES Reference Section 2.27 and Section 2.28 of the State of Texas Procurement Manual https://comptroller.texas.gov/purchasing/publicatiolns/procurement-manuaI.php Check the preferences for which you qualify: ❑Goods produced or offered by a Texas bidder that is owned by a Texas resident service-disabled veteran Goods produced in Texas or offered by a Texas bidder that is not owned by a Texas resident service-disabled veteran ❑Agricultural products grown in Texas ❑Agricultural products offered by a Texas bidder ❑Services offered by a Texas bidder that is owned by a Texas resident service-disabled veteran [Services offered by a Texas bidder that is not owned by a Texas resident service disabled veteran ❑Texas Vegetation Native to the Region ❑USA produced supplies, materials or equipment ❑Products of persons with mental or physical disabilities ❑Products made of recycled, remanufactured, or environmentally sensitive materials including recycled steel ❑Energy Efficient Products ❑Rubberized asphalt paving material ❑Recycled motor oil and lubricants ❑Products produced at facilities located on formerly contaminated property ❑Products and services from economically depressed or blighted areas ❑Vendors that meet or exceed air quality standards ❑Recycled or Reused Computer Equipment of Other Manufacturers ❑Foods of Higher Nutritional Value ❑Commercial Production Company or Advertising Agency Located in Texas Comptrol Ier.Texa s_Gov r„ �'a :: ZV GLENN NEGAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS ATTACHMENT D-WARRANTY SERVICE PROVIDER IFB No. 304T-18-550A2 Description �^ Authorized Warranty Service Provider Reference Part A, Warran Company Name Physical Address _7 0 0 (f ey A V? O Mailing Address 'ii City, State, Zip Contact Name ) `' Phone Number + ( _ 2�77 (r) ct 5 5 4 E-Mail 1 '��✓'t S L Web site URL V}w w s t �ie v—, 5 `Gc> Duplicate this page for additional service providers. Comptroller.Texas.Gov tSAE Co=A yo 4 ern GLENN HEGAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS Statewide Procurement Division IFB No. 304T-18-55OA2 ADDENDUM CONTRACT SPECIALIST: Brad Westbrook PURPOSE OF ADDENDUM QUESTIONS AND ANSWERS: Reference Page 2 of this Addendum PIease refer to the updated Mandatory Price Sheet for all changes: Line Items omitted from the solicitation: 149, 162,225,273,276, 279,280, 292, and 516 Line Items updated in the revised MandatoEy Price Sheet: 155, 164, 166, 178, 213,214,and 219 Line Item chap ed in its entirety: 223 THIS ADDENDUM SHALL BE ATTACHED TO AND FORM A PART OF THE REFERENCED IFB AND THE CONTRACT. BIDDER MUST ACKNOWLEDGE RECEIPT OF THIS ADDENDUM,BY SIGNING AND RETURNING WITH BID RESPONSE.FAILURE TO SUBMIT THE SIGNED AD END MAY D QU IFY THE BID. Tf-erj -5 , Ti4 c BIDDER COMP NAME BIDD R I HORIZEAREP URE At �� 04 �J BIDDER AUTHORIZESENTATWE PRINTED NAME Comptrol ler.Texas.Gov r w p b W � a O O O *'�• �' A+ 'G •O w nyt 'CJ A .p A ,a ,.p •C ,L '3 R 2 p .E 402 ° C. o n o O u O V •G W N Cof a9 G ao- ti " 'C � 3 N 0. p ao P O D o p to y0{ V] rA V) Co IS C7 p G cl T3 TJ q F� o v o o U 9 E cn o `o 78 � m 3 ¢ � ' � � o d •° n Q Q Q @@ Q o m e w o C m p �, a� o m � � a ❑ ❑ a a � � � � � � � _ o r+i ri ,�i ni ° ,� M•c .c •s •°o p ni f° -o ni e� ri n; ri .•i m m r N N 3 tu a) C C Z a w CY a a+ w w a a z ti a a .4 :a a4 p � cn �: �+ n � •rs � 3 y -N ro o E u ¢ o N p •� O r N cv a a C` 'i' N A •b ON a0 'cf N Rl143CY +�; b0 f� E �M 79 •� � o w .� E " o" � cg m � a a •o S •o ,� m � �, en A � a ❑ o n `y N N MN � NN v c �asyv ° per 3 .� � o U `O ❑. •� GN ate.. M V N �p U -yp" O y G_ m O U '� N y f3i ,x ..0. `� N N M N eq? y '�n0 m R 'o O o a PO n � um � v E an [C �.-' { V O -U' M E m N N N N W C] ° w - M E F' N�-+ I °ter' Y � � � w :O aA) y '�' nl. •^ •^ -+ •,� .O .� v m 'u °/ O' �,' n. ' O o O n o p c° w w wp P. u o 3 o u E p m api aai aoi v o 9 m X 0 5 E Ei 3 'n m E Q o a va :3 tr v@ coo '3 w° '� o n< d? $ 6 D 'z-'�, 'mil•" V N N flk V N ate+ .14 O h N w es a w m ° a m a c"i a"i a�i F3 cn o o a a� w m s � � E m a ° 2 n o o 8 l � Ts ' o ff@ a E w mca ID v • Kn tn 'L3 b0 bq .a .. o ,fir N a m m m o ': °' °: '.� " �' o '� o v' GO U �, p �i a� �i a� . °' " P: >,'� w > o ci •b O E., w, co ci--, c 3 wca x� -� .� .� �° y y� w F M as m ssE" � d rya a� 5 ce 41" p � 3 � w � G z 't DO Ol O .--i N t+1 d• b .�-i W O N i-.y N N N N a � a Q o o U v C w � •� �` o P~+ a"�i W .n .n � � 0. dui o m m 'C O 0. y C C�C iU. N y P � � to � � � a 0 F• �' •ri�i d � � � '� � � � 0.i R R !�. � � � bP6 y ;� .� � � o •3 � c � � � � b A aGi y _ v Bo W cst • c 6v,' o •ten v - Clq F" •o 83 42 knm w a va N m 0 0 v m Y W O O rcot � .4 y C C m m m m m 4 � a, y mF � aadw '� ID cq a a F y ¢ � r a. Q 194° w°O . a a a (nc�. CAP a"� Fa aw u� a a M P y N GS u 3 ,N, a xa ca U El - � ia P O •nq .s C O 20 A 3 p �c00 c b C N 7 m � .Y N ' N y 3 R > rU• � SO.' ?'� m aT p C n N .. .f4.. o.p v "' clt 3 .M C w + qyCU •.... O aCi td lu +©g� ID O W O N p N 2 .q ID LIS Ng �, c en i ° 10 �C n`�r r°n ZI 3 ctlu [ a In. .�. a w r 3 n op a, o cq m �P [� W ' D q ds! ts O IA j.2 x a Zi V O( •U O vi � d W p d � U N 0 . U. m ob a�i d '� � p � •� � C � � yy N .A ry N U Va •C m `o m 'v^i rp�� v0 y M N � a " C `O y 'tl U A o ca O a5 �a7 "�� m'• n O '� b P, Ig " 11) .. N abon Gn iF �D7 . a � � rn E a. " w AAN m z ° a2 4L w N 9 tro E � --� N y � tm �, c. `o a � 2� � � W° � 0 w,-ram"_ � � 51 N o_ °ow° v p 57, D uO � 'R w CA � � � q '9 V -ci '} � C� � •d � .� R � N N `y�M W Pa W Pr Pr P. A. m O A ca Q", C2 C., r% s� L4 3 r4 M it Co O TB%AS! GLENN HEGAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS Statewide Procurement Division IFB No. 304T-18-550A2 ADDENDUM No. 2 CONTRACT SPECIALIST: Brad Westbrook PURPOSE OF ADDENDUM Revision to the Mandatory Price Sheet 1. For Line Item 188,CPA is deleting the estimated quantity of 12710. Line Item Short Description Unit of Measure EST.Annual Qty No. (UOM) 188 Barricades,Traffic, Portable, Type III, O/W,R or L, 8 EACH 12,710 feet Wide by 8 inch. CPA is replacing it with an estimated quantity of 40. Line Item Short Description Unit of Measure EST.Annual Qty No. (UOM) 188 Barricades,Traffic,Portable,Type III,O/W,R or L, 8 EACH 40 feet Wide by 8 inch 2. For Line Item 189,CPA is deleting the estimated quantity of 40. Line Item Short Description Unit of Measure EST.Annual Qty No. (UOM) 189 Barricades,Traffic, Portable Plastic Type III, O/W,R or EACH 40 L, 8 feet Wide by 8 inch CPA is replacing it with an estimated quantity of Estimated Order Quantity of 12,710. Line Item Short Description Unit of Measure EST.Annual Qty No. (UOM) 189 Barricades,Traffic, Portable Plastic Type III,O/W,R or EACH 12,170 L, 8 feet Wide by 8 inch No changes will be made to the posted Mandatory Price Sheet as part of this addendum. THIS ADDENDUM SHALL BE ATTACHED TO AND FORM A PART OF THE REFERENCED IFB AND THE CONTRACT. BIDDER MUST ACKNOWLEDGE RECEIPT OF THIS ADDENDUM,BY SIGNING AND RETURNING WITH BID RESPONSE.FAILURE TO SUBMIT THE SIGNED DENDUM MAY DISQUALIFY THE BID. 4 BIDDER COMPANY 14AME BIDDER AUTHORIZED S ATURE f� -W V C BIDDER AUTHORIZED PRESENTATIVE PRINTED NAME Comptrol Ier.Texas.Gov Iteris Inc. Financial Resources and Ability to Perform Iteris Inc. has over 400 employees in 17 states with a total revenue of$103 Million. Iteris Inc. has provided products, services and solutions to improve efficiency in 40 countries for over 20 years. Over 10,000 municipalities use Iteris products and services. Reference agencies Iteris has or had contracts with include: The City of Abilene,James Rogee 555 Walnut St Abilene,Tx, 325-676-6279, $1.5M in 2017 to present The City of College Station,Troy Rother 300 Krenek Tap Rd. College Station,TX, 979-764-3838, $1.5 M 2015 to present The City of Houston, Patrick Nguyen 6922 Katy Rd. Houston,TX,713-843-5439,$1.1M in 2014 Additional references: The City of Fort Worth,Ali Mozabar 5001 James Ave Fort Worth, 817-431-0627 TxDOT Traffic Operations Division Henry Wickes 512-506-5125 City of San Marcos,Sabas Avila, 512-393-8018 Iteris Inc. was previously on the CPA TxSMARTBUY Contract 550-A2 for the last 4 years. Iteris Financial information is attached. 8/6/2018 Key Statistics Iteris Inc Key Statistics Recent Price $4 87 Trade Date 8�3/18 52 Week High $8.17 52 Week Low $4 08 5 Day Price Percent Change(%) -0.81% 4 Week Price Percent Change(%) $29% 26 Week Price Percent Change(%) -19.64% 52 Week Price Percent Change(%)_ 2720% Volume (3 Month Average) (Mil) $316 Volume(10 Day Average) (Mil) $0.06 Beta Share R IaTe4 Market Cap (Total,All Common classes) (Mil) $161.70 Shares Outstanding (Total,All Classes) (Mil) $33.20 Shares Outstanding, Average(FY) (Mil) $32 78 Float(Mil)_ $26.88 0 1 v 6e-r�d�. Yield(%). Dividend Record Date Dividend Rate % Total Revenue 103.73 Gross Profit 39.83 Total Operating Expense 109.33 Operating Income -5.6a Net In me Before T s -5 59 Income After Tax 0.37 Net Income Before Extr ordinary Items 0.37 Net income -3.53 Income Available to Common Excluding Extraordinary Items 0.37 Income Available to Common Stocks Including. -3.53 Extraordinary Items Diluted Net Income -3.53 Normalized Income Before Taxes -5.59 httpsa/iterisinc.gcs-web.com/financial-informationlfundarnentals/trading-statistics 1/3 �psT$ Ow, ev.2117 �� HUB SubcontractingPlan (HSPR � QUICK CHECKLIST While this HSP Quick Checklist is being provided to merely assist you in readily identifying the sections of the HSP form that you will need to complete,it is very important that you adhere to the instructions in the HSP form and instructions provided by the contracting agency. Y If you will be awarding all of the subcontracting work you have to offer under the contract to only Texas certified HUB vendors,complete: ❑ Section 1-Respondent and Requisition information ❑ Section 2 a.-Yes,I will be subcontracting portions of the contract. ❑ Section 2 b.-List all the portions of work you will subcontract,and indicate the percentage of the contract you expect to award to Texas certified HUB vendors. ❑ Section 2 c.-Yes ❑ Section 4-Affirmation ❑ GFE Method A(Attachment A)-Complete an Attachment A for each of the subcontracting opportunities you listed in Section 2 b. y If you will be subcontracting any portion of the contract to Texas certified HUB vendors and Non-HUB vendors,and the aggregate percentage of all the subcontracting work you will be awarding to the Texas certified HUB vendors with which you do not have a continitoi canirac in place for more than five(5)years meets or exceeds the HUB Goal the contracting agency identified in the "Agency Special InstructionslAdditional Requirements",complete: ❑ Section 1-Respondent and Requisition Information ❑ Section 2 a.-Yes,I will be subcontracting portions of the contract, ❑ Section 2 b.-List all the portions of work you will subcontract,and indicate the percentage of the contract you expect to award to Texas certified HUB vendors and Non-HUB vendors. ❑ Section 2 c.-No ❑ Section 2 d.-Yes ❑ Section 4-Affirmation ❑ GFE Method A(Attachment A)-Complete an Attachment A for each of the subcontracting opportunities you listed in Section 2 b. y If you will be subcontracting any portion of the contract to Texas certified HUB vendors and Non-HUB vendors or only to Non-HUB vendors,and the aggregate percentage of all the subcontracting work you will be awarding to the Texas certified HUB vendors with which you do not have a=ntinuous cq tract*in place for more than five(5)years does not Mget or exceed the HUB Goal the contracting agency identified in the"Agency Special Instructions/Additional Requirements",complete: ❑ Section 1-Respondent and Requisition Information ❑ Section 2 a.-Yes,I will be subcontracting portions of the contract. ❑ Section 2 b,-List all the portions of work you will subcontract,and indicate the percentage of the contract you expect to award to Texas certified HUB vendors and Nan-HUB vendors. ❑ Section 2 a-No ❑ Section 2 d.-No ❑ Section 4-Affirmation ❑ GFE Method B(Attachment B)-Complete an Attachment B for each of the subcontracting opportunities you listed in Section 2 b. If you will not be subcontracting any portion of the contract and will be fulfilling the entire contract with your own resources (i.e.,employees,supplies,materials and/or equipment),complete: [Section 1-Respondent and Requisition Information arsection 2 a.-No,I will not be subcontracting any portion of the contract,and I will be fulfilling the entire contract with my own resources. ection 3-Self Performing Justification Section 4-Affirmation `Qaflnuous Contract: Any existing written agreement(including any renewals that are exercised)between a prime contractor and a HUB vendor, where the HUB vendor provides the prime contractor with goods or service, to include under the same contract for a specified period of time, The frequency the HUB vendor is utilized or paid during the term of the contract is not relevant to whether the contract is considered continuous. Two or more contracts that run concurrently or overlap one another for different periods of time are considered by CPA to be individual contracts rather than renewals or extensions to the original contract in such situations the prime contractor and HUB vendor are entering (have entered) into "new" contracts. ! Rev.1111 HUB Subcontracting (HSP In accordance with Texas Gov't Code§2161.252,the contracting agency has determined that subcontracting opportunities are probable under this contract.Therefore, all respondents,including State of Texas certified Historically Underutilized Businesses(HUBS) must complete and submit this State of Texas HUB Subcontracting Plan(HSP)with their response to the bid requisition(solicitation). NOTE: Responses that do not include a completed HSP shall be rejected pursuant to Texas Gov't Code §2161.252(b). The HUB Program promotes equal business opportunities for economically disadvantaged persons to contract with the State of Texas in accordance with the goals specified in the 2009 State of Texas Disparity Study. The statewide HUB goals defined in 34 Texas Administrative Code(TAC)§20.284 are: • 11.2 percent for heavy construction other than building contracts, • 21.1 percent for all building construction,including general contractors and operative builders'contracts, • 32.9 percent for all special trade construction contracts, • 23.7 percent for professional services contracts, • 26.0 percent for all other services contracts,and • 21.1 percent for commodities contracts. --Agency Special Instructions/Additional Requirements-- In accordance with 34 TAC§20.285(d)(1)(D)(N), a respondent (prime contractor) may demonstrate good faith effort to utilize Texas certified HUBs for its subcontracting opportunities if the total value of the respondent's subcontracts with Texas certified HUBs meets or exceeds the statewide HUB goal or the agency specific NUB goal, whichever is higher. When a respondent uses this method to demonstrate good faith effort the respondent must identify the HUBS with which it will subcontract_If using existing contracts with Texas certified NUBS to satisfy this requirement only the aggregate percentage of the contracts expected to be subcontracted to HUBS with which the respondent does not have a c ntinLaus contract'in place for more than rive 5 ears shall qualify for meeting the NUB goal. This Limitation is designed to encourage vendor rotation as recommended by the 2009 Texas Disparity Study. RESPONDI=NT AND REQUISITION INFORMATION a. Respondent(Company)Name: . �llr State of Texas VID#: [4 oc5 Point of Contact: yr w Phone#: i(e —4 9L E-mail Address: 6qL, l 1 �►o/e Et�,y„,,,., Fax#: / 1p�@ D b. is your company a State of Texas certified HUB? p-Yes �o c. Requisition#: �i(� �1 -- Bid Open Date: g -7 e (mmiddbAw) 1 Rev.2W [Enter your company's name here: vtG, Requisition#: — 3-4 �42., RESPONDENT's SUBCONTRACTING INTENTIONS After dividing the contract work into reasonable lots or portions to the extent consistent with prudent industry practices,and taking into consideration the scope of work to be performed under the proposed contract,including all potential subcontracting opportunities,the respondent must determine what portions of work,including contracted staffing,goods and services will be subcontracted.Note:In accordance with 34 TAC§20.282,a"Subcontractor"means a person who contracts with a prime contractor to work,to supply commodities,or to contribute toward completing work for a governmental entity. a•Check the appropriate box(Yes or No)that identifies your subcontracting intentions: ❑-Yes,I will be subcontracting portions of the contract.(If Yes,complete Item b of this SECTION and continue to Item c of this SECTION.) 9KNo,I will not be subcontracting ri U portion of the contract,and I will be fulfilling the entire contract with my own resources,including employees,goods and services.(If No,continue to SECTION 3 and SECTION 4.) b. List all the portions of work(subcontracting opportunities)you will subcontract.Also,based on the total value of the contract,identify the percentages of the contract you expect to award to Texas certified HUBS,and the percentage of the contract you expect to award to vendors that are not a Texas certified HUB(i.e.,Non-HUB). HUBS Non-HUBs Item# Subcontracting Opportunity Description Percentage of the contract Percentage of the contract expected to be subcontracted to expected to he subcontracted to Percentage of the canlratt HUSs with which you da not have HUB$with which you have a expected to be subcontracted a continuous Contract`in place continuous Contract•fn place for Eo nao-lfORs. for - 1 2 % % % 3 4 % % % 5 % % °/0 6 % % % 7 $ % % % 9 % % % 10 % % 11 % % % 12 % % 13 % % % 14 % % % 15 % % % Aggregate percentages of the contract expected to be subcontracted: % % % (Note:If you have more than fifteen subcontracting opportunities,a continuation sheet is available online at htt s://www.com troller.texas. ovl urchasin vvendor/hub/farms. h ). c• Check the appropriate box(Yes or No)that indicates whether you will be using only Texas certified HUBs to perform all of the subcontracting opportunities you listed in SECTION 2,Item b. E-Yes(If Yes,continue to SECTION 4 and complete an"HSP Good Faith Effort-Method A(Attachment A)"for each of the subcontracting opportunities you listed.) ❑-No(If No,continue to Item d,of this SECTION.) d• Check the appropriate box(Yes or No)that indicates whether the aggregate expected percentage of the contract you will subcontract with Texas certified HUBs with which you do not have a continuous contract' in place with for more than five (5)years, meets or exceeds the HUB goal the contracting agency identified on page 1 in the"Agency Special Instructions/Additional Requirements." ❑ Yes(If Yes,continue to SECTION 4 and complete an"HSP Good Faith Effort-Method A(Attachment A)'for each of the subcontracting opportunities you listed.) ©-No(If No,continue to SECTION 4 and complete an°HSP Good Faith Effort-Method B(Attachment B)"for each of the subcontracting opportunities you listed.) *jcotltiauous Contra Any existing written agreement(including any renewals that are exerciser)between a prime contractor and a NUB vendor, where the HUB vendor provides the prime contractor with goods or service under the same contract for a specified period of time. The frequency the HUB vendor is utilized or paid during the term of the contract is not relevant to whether the contract is considered continuous. Two or more contracts that run concurrently or overlap one another for different periods of time are considered by CPA to be individual contracts rather than renewals or extensions to the original contract In such situations the prime contractor and NUB vendor are entering(have entered)into"new" contracts. 2 Rev.2117 [Enter your company's name here: Requisition#: SELF PERFORMING.JUSTIFICATION(It you responded"No"to SECTION 2,Item a,you must complete this SECTION and continue to SECTION 4.)if YOU responded "No"to SECTION 2, Item a, in the space provided below explain how your company will perform the entire contract with its own employees, supplies, materials and/or equipment. GeV-t 5 prGew re , k-I (� a tl�� ,A� r!'t9GEC $-e r-v t C e w.6 P,v'a., / , 5 t OM f t' -k4wi-s jt,-o fe d Dv,- 444 i s AFFIRMATION As evidenced by my signature below, I affirm that I am an authorized representative of the respondent listed in SECTION 1,and that the information and supporting documentation submitted with the HSP is true and correct.Respondent understands and agrees that,if awarded any portion of the requisition: • The respondent will provide notice as soon as practical to all the subcontractors (HUBs and Non-HUBS)of their selection as a subcontractor for the awarded contract. The notice must specify at a minimum the contracting agency's name and its point of contact for the contract, the contract award number, the subcontracting opportunity they(the subcontractor)will perform,the approximate dollar value of the subcontracting opportunity and the expected percentage of the total contract that the subcontracting opportunity represents.A copy of the nofice required by this section must also be provided to the contracting agency's point of contact for the contract no later than ten f 1 working dap after the contract is awarded. • The respondent must submit monthly compliance reports (Prime Contractor Progress Assessment Report — PAR) to the contracting agency, verifying its compliance with the HSP, including the use of and expenditures made to its subcontractors (HUBS and Non-HUBS).(The PAR is available at htt s://www.com troller.texas. ovl urchasin /docs/hub-formsiPro ressAssessmeniRe ortForm.xls. • The respondent must seek approval from the contracting agency prior to making any modifications to its HSP, including the hiring of additional or different subcontractors and the termination of a subcontractor the respondent identified in its HSP.If the HSP is modified without the contracting agency's prior approval, respondent may be subject to any and all enforcement remedies available under the contract or otherwise available by law,up to and including debarment from all state contracting. • The respondent must, upon request,allow the contracfing agency to perform on-site reviews of the company's headquarters and/or work-site where services are being performed and must provide documentation regarding staffing and other resources. �aAr VA, az r A 0C. T P, 1/8 "5aa( Printed Name Title pate (mawlddlym) Reminder: )0- If you responded "Yes" to SECTION 2, Items c or d, you must complete an 'HSP Good Faith Effort- Method A (Attachment A)" for each of the subcontracting opportunities you listed in SECTION 2,Item b. S If you responded 'No" SECTION 2, Items c and d, you must complete an "HSP Good Faith Effort - Method B (Attachment B)" for each of the subcontracting opportunities you listed in SECTION 2,Item b. 3 Exhibit C CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.An offense under this section is a misdemeanor. jJ Name of vendor who has a business relationship with local governmental entity. Iteris, Inc. 2 Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information is being disclosed. None Name of Officer 4J Describe each employment or other business relationship with the local government officer, or a family member of the officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. None-Not Applicable A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes F-1 No B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? Yes F-1 No 5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. None 6 ❑ Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 7 March 25, 2022 Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.Iegis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code§176.001(1-a):"Business relationship"means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code§176.003(a)(2)(A)and(B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than$100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code§ 176.006(a)and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity,or a family member of the officer,described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer,one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B),excluding any gift described by Section 176.003(a-1);or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application,response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity;or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer,described by Subsection(a); (B) that the vendor has given one or more gifts described by Subsection (a);or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FbR Wo rm Create New From This M&C DATE: 8/20/2019 REFERENCE M&C 19- LOG NAME: 13PTRAFFIC SIGNAL NO.: 0050 COMMUNICATION NETWORK SB TPW CODE: P TYPE: NON- PUBLIC NO CONSENT HEARING: SUBJECT: Authorize Purchase Agreement with Iteris, Inc., for Traffic Signal Communication Network Wireless Radios, Vehicle Detection Equipment, Accessories, Upgrades, Repairs and Installation Services, Using a Cooperative Contract for an Annual Amount Up to $1,500,000.00 for the Transportation and Public Works Department(ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that City Council authorize a Purchase Agreement with Iteris, Inc., for traffic signal communication network wireless radios, vehicle detection equipment, accessories, upgrades, repairs and installation services, for an annual amount up to$1,500,000.00 using the Texas Smart Buy Cooperative Contract No. 550-A2 with three(3)options to renew for the Transportation and Public Works Department. DISCUSSION: The Transportation and Public Works Department(TPW)will use this Agreement to purchase Vehicle Detection Equipment this equipemnt is a crucial part of traffic signal communication network wireless radios system which provide TPW staff remote capability to monitor and manage traffic signals, traffic flow and traffic issues efficiently in order to minimize dispatch of technicians to the site. The Agreement will also be utilized for purchase of vehicle detection equipment, wireless radio accessories, upgrades, repairs and installation services. COOPERATIVE PURCHASE-State law provides that a local government purchasing items under a Cooperative Purchasing Agreement satisfies state laws requiring that the local government seek competitive bids for purchase of the item. Texas Smart Buy contracts have been competitively bid to increase and simplify the purchasing power of government entities across the State of Texas. PRICE ANALYSIS-There is an overall 31 percent price decrease from the previous Agreement awarded . Pricing was obtained using Texas Smart Buy(SmartBuy)Cooperative Contract No. 550- A2. Staff reviewed the proposed pricing and certified that the pricing is fair and reasonable. ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. M/WBE OFFICE-A MBE/SBE goal is not assigned when purchasing from an approved purchasing cooperative or public entity. AGREEMENT TERMS-Upon City Council approval, the Agreement shall begin and end on November 30, 2019 to correspond with the SmartBuy Contract. RENEWAL OPTIONS: These Agreements may be renewed for three additional one-year terms at the City's option in accordance to Texas Smart Buy. This action does not require specific City Council approval provided that City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal terms. FISCAL INFORMATION/CERTIFICATION: The approval of this action provides purchasing authority up to$1,500,000.00, as specified. The Director of Finance certifies that funds are available in the current operating budget, as appropriated, of the Transportation and Public Works Department and that prior to an expenditure being made, the department has the responsibility to validate the availability of funds. BQN\\ TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 FROM F Qod I Department I Account Project Program Activity Budget Reference# Amount ID I ID I I I Year (Chartfield 2) 1 Fund I Department I Account Pmmprf I Pmqram Artmi4ty I Midget Rpfprpnrp;U ID I ID I Year Chartfield 2 Submitted for City Manager's Office by_ Susan Alanis (8180) Originating Department Head: Kevin Gunn (2015) Additional Information Contact: Trey Imes (8558) ATTACHMENTS 1295 Iteris Redacted.pdf (CFW Internal) CONTRACT DETAILS 550-A2-ITERIS.pdf (Public) SAMS 06-10-2019.pdf (CFW Internal)