HomeMy WebLinkAboutContract 61657CITY OF FORT WORTH
PURCHASE AGREEMENT BASED UPON AN INTERLOCAL AGREEMENT BETWEEN
THE CITY OF FORT WORTH AND VIQ SOLUTIONS, INC.
WHEREAS, Section 271.102 of the Texas Local Government Code allows Local Governments to pursue
mutually beneficial cooperative purchasing programs; and
WHEREAS, pursuant to Chapter 791 of the Texas Government Code and Subchapter F, Chapter 271 of
the Texas Local Government Code, the City of Fort Worth (“City”), a Texas home-rule municipality and
the City of Austin, Texas, entered into an Interlocal Cooperative Purchasing Agreement on November 3,
2015 which provides that when one of the Local Government Entities enters into a contract with a vendor
for goods and services, the other Local Government is able to enter into a Purchase Agreement with the
vendor under the same terms and conditions offered to the Original Local Government Entity so long as
the vendor is agreeable (Copy Attached as Exhibit A);
WHEREAS, VIQ Solutions, Inc. (“Vendor”) responded to Request for Proposal 8700 ALD3035
Transcription Services (RFP) issued by the City of Austin agreeing to allow other Local Governmental
Entities to enter into a Purchase Agreement with Vendor under the same terms and conditions as those
contained in the RFP (Copy attached as Exhibit B);
NOW THEREFORE, City and Vendor each of which will individually be referred to as a “Party” and
collectively as the “Parties” enter into this Purchase Agreement.
The Parties agree that any references to the City of Austin in Exhibit B shall be construed as the “City of
Fort Worth” for the purposes of this Agreement and all rights, benefits, duties, and obligations shall inure
to the City as if the contract in Exhibit B were originally executed between the City and Vendor. This shall
specifically include any requirements imposed on Vendor by virtue of City of Austin Request for Proposal
8700 ALD3035 included in Exhibit B.
The Agreement includes the following documents which shall be construed in the order of precedence in
which they are listed:
1. Exhibit A – Agreement between the City of Fort Worth and the City of Austin;
2. Exhibit B – City of Austin Acceptance of Offer and Contract # MA 5000 NA230000187
3. Exhibit C – Vendor’s Quote, Pricing, Scope of Services or Purchase Order; and
4. Exhibit D – Conflict of Interest Questionnaire.
Exhibits A, B, C, and D which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. Vendor agrees to provide Citywith the services and goods included in Exhibit
B pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits
thereto. Inthe event of a conflict between the exhibits of this Agreement, then this Agreement and Exhibit
A shall control in that order.
Cityshall pay Vendor in accordance with the fee schedule in Exhibit C and in accordance with the
provisions of this Agreement. Total payment made under this Agreement by City shall be in the amount
of up to Ten Thousand Dollars ($10,000.00). Vendor shall not provide any additional items or services
or bill for expenses incurred for City not specified bythis Agreement unless City requests and approves in
writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor
not specified by this Agreement unless City first approves such expenses in writing.
The term of this Agreement is effective beginning on the date signed by the Assistant City
Manager below ("Effective Date") and ends on September 22, 2025 and may be extended for up to three
(3) additional 12 Month periods, in keeping with Austin, TX contract # MA 5000 NA230000187.
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 documents and records of Vendor
involving transactions relating to this Agreement. Vendor agrees that City shall have access during normal
working hours to all necessary Vendor facilities subject to Vendor’s reasonablerulesand regulations while
at Vendor’s facilities, and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. Cityshall give Vendor reasonable advance notice
of intended audits, and all such audits shall be conducted on regular business days during Vendor’s regular
business hours in a manner that will not unreasonably interfere with Vendor’s operations at its facilities.
City’s auditors shall present proper credentials to the manager of Vendor’s facility at the time that they
are admitted to such.
This Agreement shall be construed in accordance with the laws of the State of Texas. If anyaction,
whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action
shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas, Fort Worth Division.
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 byfacsimile with electronic confirmation of the transmission, or (3) received
by the other party by United States Mail, registered, return receipt requested, addressed as follows:
To CITY: To VENDOR:
City of Fort Worth
Attn: William Johnson, Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-5806
VIQ Solutions, Inc.
Susan Sumner, President
Address:
20 East Thomas Road
Phoenix, AZ, 85012
With copy to Fort Worth City Attorney’s Office at
same address Facsimile: N/A
[SIGNATURES FOLLOW
CITY OF FORT WORTH:
By:
Name: William Johnson
Title: Assistant City Manager
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
Date:
APPROVAL RECOMMENDED:By:
Name: Lorraine Coleman
Title: Administrative Services Mgr.
By:
Name: Robert A Alldredge, Jr.
Title: Executive Assistant Chief
APPROVED AS TO FORM AND LEGALITY:
ATTEST: By:
Name: Jeremy Anato-Mensah
Title: Assistant City Attorney
By:
Name: Jannette Goodall
Title: City Secretary
CONTRACT AUTHORIZATION:
M&C: N/A
VENDOR:
VIQ Solutions, Inc.
By:
Name: Susan Sumner
Title: President
Date:June 27, 2024
EXHIBIT A
City of Fort Worth & Austin ,°��� �� ��,u������� �� " p� �" ���� �
Cooperative Purchasing Agreement �;;��„� �'�,��;�� ��, m� �,����,�
COOPERATIVE PURCHASING AGREEMENT
This Cooperative Purchasing Agreement ("Agreement") is made and entered into as of the last
date written below between the City of Austin ("Austin"), and the City of Fort Worth, Texas
("Fort Worth").
Both Austin and Fort Worth have each deteimined a need for a cooperative agreement to
purchase like goods and services to avoid duplicate procurement efforts and obtain the benefits
of volume purchasing.
Austin and Fort Worth are authorized by Section 271.102 of the Texas Local Government Code
to pursue mutually beneficial and cooperative purchasing programs.
The Parties therefore agree as follows:
1. Purpose. The purpose of this Agreement is to provide Austin and Fort Worth with additional
purchasing options by satisfying the provisions of Section 271.102 of the Texas Local
Government Code.
2. Purchasing Procedure.
2.1. Designated Representative. The parties agree that each of the parties shall respectively
designate a person to act under the direction of, and on behalf of, the designating party
(the "Designated Representative").
2.2. Vendor Agreement. A party that enteis into a contract with a vendor for goods or
services (the "Fiist Purchasing Party") shall attempt to obtain the vendor's agreement to
offer those goods and services to the other party (the "Second Purchasing Party") for the
same price and on the same terms and conditions as have been offered to the First
Purchasing Party. If the vendor so agrees, and if the Second Purchasing Party is
agreeable to such teims and conditions, the Second Purchasing Party may enter into its
own separate contract with the vendor for the purchase of such goods or services.
2.3. Payments and Contract Monitoring. Unless otherwise agreed between the Designated
Representatives, payments for a purchase made by the Second Purchasing Party shall be
paid directly to the vendor and not to the First Purchasing Party. The Second Purchasing
Party shall deteimine whether the vendor has complied with any provisions in its
contract with the vendor, including but not limited to those relating to the quality of
items and terms of delivery, and shall be responsible for enforcement of its contract
against the vendor, including all cost of enforcement.
2.4. No Obligation. Execution of this Agreement does not obligate Austin or Fort Worth to
make any purchase, to pay any membership fee or to otherwise incur any cost or
obligation. � � �
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Page 1 of 3 � "� YI-,a ��l'������ �� i� ����, �
City of Fort Worth & Austin
Cooperative Purchasing Agreement
3. Miscellaneous.
3. l. Duration. This Agreement is effective on the date of the last signature below and shall
automatically renew annually until terminated by either party.
3.2. Termination. Either party may terminate this Agreement, without cause or penalty,
upon not less than thirty days written notice to the other party.
3.3. Alteration. This Agreement may not be altered, amended, or modified except
with written agreement f'rom both of the Parties.
3.4. Governing Law and Venue. This Agreement will be subject to all applicable federal,
state and local laws, ordinances, rules and regulations. If any action arises based on any
provision of this Agreement, venue for such action shall lie in state or federal courts in
accordance with the laws of the State of Texas.
3.5. Interpretation. The parties acknowledge that each party and, if it so chooses, its counsel
have reviewed and revised this Agreement and that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting party must not be
employed in the interpretation of this Agreement or any amendments or exhibits hereto.
3.6. Severability. If any term or provision of this Agreement is held to be illegal, invalid or
unenforceable, the legality, validity or enforceability of the remaining terms or
provisions of this Agreement shall not be affected thereby, and in lieu of each such
illegal, invalid or unenforceable term or provision, the parties shall endeavor to agree to
a legal, valid or enforceable term or provision as similar as possible to the term or
provision declared illegal, invalid or unenforceable.
3.7. Agreement Execution and Authority. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which shall constitute
but the same instrument. The undersigned officers or agents are authorized to execute
this Agreement on behalf of the parties, and each party certifies to the other that any
necessary actions extending such authority have been duly passed and are now in full
force and effect.
3.8. Notice. All notices, requests, demands, and other communications required or permitted
under this Agreement must be in writing. Notice will be deemed received if delivered
personally or sent by registered or certified mail, return receipt requested, postage
prepaid, to the respective city representative set out below, or his/her designee.
3.9. Headings. The headings in this Agreement are for reference purposes only and are not
intended to affect the meaning or interpretation of the Agreement in any way.
Page 2 of 3
City of Fort Worth & Austin
Cooperative Purchasing Agreement
EXECUTED this ���������� day of ��- � ���'„� �;�^° �� , 2015.
CITY OF FORT WORTH CITY OF AU5TIN
1000 Throckmorton Street P.O. Box 1088
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Fort Wor . ti.. .,�,
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B�� S� s Alanis ���°'��;" ��.� ���t°� ���." ��� ����� ��������
Title: Assistant Citv Manager Title: "� � °��w����'� ' ��� � � �"' � �""�°����� � � �������
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APPROVED AS TO
FORM AND LEGALITY:
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"�Assistant City Attorney �����.� Assistant City Attorney
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M&C P-10710 Januar 15 200$:�'�"�'1 ,���
Contract Authorizatiori ���� ° � �'�'
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M&C Review
Page 1 of 2
Official site of the City of Fort Worth, Texas
�ITI( �OUNCIL �C�EBVD�4 �����i�
COUNCIL ACTION: Approved on 1/15/2008
DATE: 1/15/2008 REFERENCE NO.: **P-10710 LOG NAME: 13P07-0130
CODE: P TYPE:
CONSENT PUBLIC HEARING: NO
SUBJECT: Authorize Cooperative Purchasing Agreements for Goods and Services Between the City
of Fort Worth, Local Governments and Local Cooperative Organizations Authorized by the
Texas Local Government Code
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute Cooperative
Purchasing Agreements for goods and services between the City of Fort Worth, local governments
and local cooperative purchasing organizations authorized by the Texas Local Government Code.
DISCUSSION:
The Purchasing Division will use this authorization to contract with local governments and local
cooperative organizations to obtain goods or services. The use of these contracts allows the City of
Fort Worth to take advantage of lower prices without the cost of competitive bidding by obtaining
access to existing competitively procured contracts with entities such as Tarrant County, Houston-
Galveston Area Council, Texas Association of School Boards' Local Government Purchasing
Cooperative and U.S. Communities.
This authorization will allow other local governments such as Tarrant County, the City of Arlington
and the City of Grand Prairie to participate in contracts awarded by the City of Fort Worth that may
result in the addition of other entities' quantities at the next bidding opportunity. Increasing the volume
of goods and services bid increases the possibility of lower prices to the City through greater
economies of scale. Either of the contract participants may terminate the agreement with written
notice to the other party.
Section 271.102(a) of the Texas Local Government Code allows local governments to participate in
cooperative purchasing programs. Section 271.102(c) of the Code provides that a local government
purchasing goods or services under a cooperative purchasing program satisfies any state law
requiring that the local government seek competitive bids for purchase of the goods or services. The
contracts for goods and services have been competitively bid to increase and simplify the purchasing
power of local governments across the State of Texas.
The Law Department recommends that the Purchasing Division review these agreements
periodically. The last M&C regarding execution of agreements with these cooperatives was approved
on March 27, 2001 (M&C C-18510). Going forward these agreements will be reviewed every five
years.
http://apps.cfwnet.org/council�acket/mc review.asp?ID=8981&councildate=l/15/2008 11/3/2015
M&C Review
Page 2 of 2
Approval of this Mayor and Council Communication will not commit the City to spend any funds.
Purchases exceeding the administrative procurement threshold provided in the City Code of
Ordinances will be presented to Council for authorization as required.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that the execution of these cooperative purchasing agreements will
have no material effect on City funds.
BQN\07-0130\KDK
TO Fund/Account/Centers
Submitted for City Manager's Office b�
Originating Department Head:
Additional Information Contact:
FROM Fund/Account/Centers
Karen Montgomery (6222)
Lena Ellis (8517)
Jack Dale (8357)
ATTACHMENTS
http://apps.cfwnet.org/council�acket/mc review.asp?ID=8981&councildate=l/15/2008 11/3/2015
MA 5000 NA230000187 Rev. 06-28-2023 1
CONTRACT BETWEEN THE CITY OF AUSTIN (City)
and
VIQ SOLUTIONS, INC (Contractor)
for
Transcription Services
Contract Number: MA 5000 NA230000187
The City accepts the Contractors Offer for the above requirement and enters into the following Contract. This
Contract is between VIQ Solutions, Inc having offices at Phoenix, AZ 85012 and the City, a home-rule municipality
incorporated by the State of Texas. Capitalized terms used but not defined herein have the meanings given in the
Solicitation.
1.1 This Contract is composed of the following documents in order of precedence:
1.1.1 This Document
1.1.2 Negotiated Terms and Conditions dated September 23, 2023.
1.1.3 The Citys Solicitation RFP 8700 ALD3035 including all documents incorporated by reference.
1.1.4 Contractors Offer dated May 18,2023, incorporated herein and attached as Exhibit A hereto.
1.2 Term of Contract.
MA: This Contract shall remain in effect for an initial term of 24 months, or the City terminates the Contract.
This Contract may be extended automatically beyond the initial term for up to three additional 12-month
periods at the Citys sole option.
1.3 Designation of Key Personnel.The City and the Contractor resolve to keep the same key personnel assigned
to this engagement throughout its term. In the event that it becomes necessary for the Contractor to
replace any key personnel, the replacement will be an individual having equivalent experience and
competence in executing projects such as the one described herein. Additionally, the Contractor shall
promptly notify the City and obtain approval for the replacement. Such approval shall not be unreasonably
withheld. The Contractors and Citys key personnel are identified as follows:
MA 5000 NA230000187 Rev. 06-28-2023 2
Name Phone Number Email Address
Contractor Contract
Manager
Crystal Oliphant 800-263-9947 coliphant@viqsolutions.com
City Contract Manager Enjole Armstrong 512-974-5082 Enjole.armstrong@austintexas.gov
City Contract Monitor Karen Bitzer 512-974-4131 karen.bitzer@austintexas.gov
City Contract Monitor Janet Thomas 512-530-6390 janet.thomas@flyaustin.com
City Contract Monitor Chris Mendoza 512-978-1194 christopher.mendoza@austintexas.gov
City Contract Monitor Molly Hults 512-974-7382 molly.hults@austintexas.gov
City Contract
Administrator,
Procurement Specialist
Al Drayton 512-974-2298 alfonso.drayton@austintexas.gov
Invoices. The Citys preference is to have invoices emailed to the below address:
DEPARTMENT EMAIL
Austin Police Department apdaccountspayable@austintexas.gov
Austin Fire Department FireAcctsPayable@austintexas.gov
Aviation Department Invoices@flyaustin.com
Emergency Medical
Services
EMSAP@austintexas.gov
Austin Public Library lib.ap@austintexas.gov
For questions regarding your invoice/payment please contact the City Contract Manager.
This Contract (including any Exhibits and referenced Documents) constitutes the entire agreement of the parties
regarding the subject matter of this Contract and supersedes all prior agreements and understandings, whether
written or oral, relating to such subject matter. This Contract may be altered, amended, or modified only by a
written instrument signed by the duly authorized representatives of both parties.
In witness whereof, the parties have caused a duly authorized representative to execute this Contract on the date
set forth below.
VIQ SOLUTIONS, INC CITY OF AUSTIN
Al Drayton
Printed Name of Authorized Person Printed Name of Authorized Person
Signature Signature
Title: Title:
Date: Date:
Susan Sumner
President
September 21, 2023
By signing below, I represent and certify that I am submitting a binding Offer and am authorized to bind the
Offeror to fully comply with the Solicitation to which I submit this Offer. I acknowledge that I have received,
read, and understood the entire solicitation document packet sections, including any addenda issued, and
agree to be bound by its terms. I understand and agree that Offers submitted with incomplete and/or
unsigned Offer Sheets will not be considered and will be rejected as non-responsive.
By submitting this Offer, I certify the following statements are true now and will be for the term of any
resulting contract:
1. That my firm and its principals (collectively "we" or "us") are not currently suspended or debarred from
bidding on any Federal, State, or City of Austin Contracts.
2. That we have not in any way directly or indirectly:
a. Colluded, conspired, or agreed with any other person, firm, corporation, Proposer or potential
Proposer to the amount of this Proposal or the terms or conditions of this Proposal.
b. paid or agreed to pay any other person, firm, corporation Proposer or potential Proposer any money
or anything of value in return for assistance in procuring or attempting to procure a contract or in
return for establishing the prices in the attached Proposal or the Proposal of any other Proposer.
3. That we have not received any compensation or a promise of compensation for participating in the
preparation or development of the underlying Solicitation or Contract documents. In addition, we have not
otherwise participated in the preparation or development of the underlying Solicitation or Contract
documents, except to the extent of any comments or questions and responses in the solicitation process,
which are available to all Proposers, so as to have an unfair advantage over other Proposers, provided that
we may have provided relevant product or process information to a consultant in the normal course of its
business.
4. That we have not participated in the evaluation of Proposals or other decision making process for this
Solicitation and, if we are awarded a Contract, no individual, agent, representative, consultant,
subcontractor, or sub-consultant associated with us, who may have been involved in the evaluation or other
decision making process for this Solicitation, will have any direct or indirect financial interest in the Contract,
provided that we may have provided relevant product or process information to a consultant in the normal
course of its business.
5. In accordance with Chapter 176 of the Texas Local Government Code, that we:
a. do not have an employment or other business relationship with any local government officer of the City
or a family member of that officer that results in the officer or family member receiving taxable income
b. have not given a local government officer of the City one or more gifts, other than gifts of food, lodging,
transportation, or entertainment accepted as a guest, that have an aggregate value of more than $100
Solcitation Number: RFP 8700 ALD3035
Solcitation Number: RFP 8700 ALD3035 2
in the twelve month period preceding the date the officer becomes aware of the execution of the
Contract or that City is considering doing business with the Offeror; and
c. do not have a family relationship with a local government officer of the City in the third degree of
consanguinity or the second degree of affinity.
6. That we have and will continue to comply with the City’s Anti-Lobbying Ordinance, Chapter 2-7, Article 6.
No Lobbying Period. The No-Lobbying Period begins on the data this Solicitation was initially published
and continues through the earlier of (i) 60-days following Council authorization of any contracts resulting
from this Solicitation, (ii) the date the last resulting contract is signed, (iii) the date this Solicitation is
cancelled.
Prohibited Communications. During the No Lobbying Period, Respondents to this Solicitation or their
Agents, shall not make prohibited communications to City officials or City employees.
Ordinance. https://www.austintexas.gov/financeonline/afo content.cfm?s=15&p=145
Rules. https://www.austintexas.gov/financeonline/afo content.cfm?s=16&p=77
7. Pursuant to City Council Resolution No. 20191114-056, we are not currently and will not during the term of
the Contract engage in practicing LGBTQ+ conversion therapy; referring persons to a healthcare provider or
other person or organization for LGBTQ+ conversion therapy; or Contracting with another entity to conduct
LGBTQ+ conversion therapy. If the City determines in its sole discretion that we have, during the term of the
resulting Contract, engaged in any such practices, the City may terminate this Contract without penalty to the
City.
8. Pursuant to Texas Government Code §2271.002, we verify that we do not boycott Israel and will not boycott
Israel durin the term of the resulting contract.
9. Pursuant to Texas Government Code Chapter 2274, we verify that if we have remote or direct access to
communication infrastructure systems, cybersecurity systems, the electric grid, hazardous waste treatment
systems, or water treatment facilities as a result of any City contract, that we are not owned by or the
majority of stock or other ownership interest of our firm is not held or controlled by:
a. individuals who are citizens of China, Iran, North Korea, Russia, or a Governor-designated country; or
b. a company or other entity, including a governmental entity, that is owned or controlled by citizens of
or is directly controlled by the government of China, Iran, North Korea, Russia, or a Governor-
designated country; or
c. headquartered in China, Iran, North Korea, Russia, or a Governor-designated country.
10. Pursuant to Texas Government Code Chapter 2274, we verify that, if we have 10 or more full-time
employees: (1) we do not have a practice, policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association; and (2) will not discriminate during the term of the resulting contract
against a firearm entity or firearm trade association.
11. Pursuant to Texas Government Code Chapter 2274, we certify that, if we have 10 or more full-time
employees: (1) we do not boycott energy companies; and (2) will not boycott energy companies during the
term of the contract.
Company
Name: VIQ Solutions, Inc.
Company 20 East Thomas Road
Address:
City, State, Zip: Phoenix, AZ, 85012
City Vendor Registration No. V00000987653
Printed Name of Officer or Authorized
Representative: Susan Sumner
Title:
President
Signature of Officer or Authorized
'��. �. _ ;`W��.� __
Representative: �
Date: 05/18/2023
Email
Address: legal@viqsolutions.com
Phone g00 263 9947
Number:
For City Staff only. The City will complete and sign this section only if the City accepts the Offer.
Contract Number:
Printed Name of City's Authorized Procurement Staff: _
Title of City's Authorized Procurement Staff:
Signature:
Email
Date:
Phone:
ACCEPTANCE: The Offer is hereby accepted. Contractor is now bound to sell the materials or services specified in
the Contract.
Solcitation Number: RFP 8700 ALD3035 3
Instruction. Offerors shall read and checking the applicable boxes in response to both certifications below.
� YES ❑ NO OFFEROR HEREBY CERTIFIES
(Check One) Offeror IS (YES) or IS NOT (NO) a Nonresident Bidder in accordance with Texas
Government Code Ch. 2252.002.
If "Yes" is checked, provide the name of the state where
Nonresident Bidder's Principle Place of Business is located.
Arizona
(Statej
❑ YES � NO OFFEROR HEREBY CERTIFIES
(Check One) Offer INCLUDES (YES) or DOES NOT INCLUDE (NO) Equipment, Supplies and/or
Materials in accordance with Texas Government Code Ch. 2252.002
If "YES" is checked, provide the name of the State where majority
of the Equipment, Supplies and/or Materials were manufactured
(State)
Reciprocal Preference. In accordance with Texas Government Code Ch. 2252.002 (see below), the City must apply
a reciprocal preference to a Nonresident Bidder's offer, consistent with the applicable preference granted by the
state of the Nonresident Bidder's principal place of business. The City will also apply a reciprocal preference to a
Resident Bidder or Nonresident Bidder's offer, consistent with the applicable preference granted by the state where
the majority of the equipment, supplies and/or materials were manufactured.
Resident bidder. An Offeror whose principal place of business is in Texas, including a contractor whose ultimate
parent company or majority owner has its principal place of business in Texas.
Nonresident Bidder. An Offeror that is not a Resident Bidder.
Statute: https://statutes.capitol.texas.�ov/Docs/GV/htm/GV.2252.htm
Solcitation Number: RFP 8700 ALD3035 4
Instruction. Offerors wishing to claim Local Presence shall read and acknowledge this certification by checking the
applicable box and providing the physical address below.
OFFEROR HEREBY CERTIFIES
Offerors HEADQUARTERS or a BRANCH OFFICE is within the Austin Corporate City Limits.
❑ HEADQUARTERS Offeror's Physical Address.
❑ BRANCH OFFICE (Physical Address of Offeror's Headquarters or Branch Office)
(Check One)
Do you employ anyone at the location checked above who is a resident of the City of Austin?
❑ Yes
❑ No
(Check One)
Benefit to the City. In accordance with Resolution No. 20140807-113, Council has determined that contracts
awarded to local companies that provide employment to Austin residents are an economic benefit.
Local Presence. Offerors may claim Local Presence if at least one (1) of the following are located within the Austin
Corporate City Limits, employing residents of Austin.
1. Headquarters; or
2. Branch office.
Austin Corporate City Limits. The City of Austin's Full Purpose Jurisdiction, not including the City's Extraterritorial
Jurisdiction.
Headquarters. The Offeror's administrative center where most of the company's important functions and full
responsibility for managing and coordinating the business activities of the firm are located.
Branch Office. A company office other than the Offeror's headquarters, that has been in place for at least five (5)
years.
Solcitation Number: RFP 8700 ALD3035 5
In accordance with the City of Austin's VOB/SDVOB program Resolution No. 20160303-016, this interim program has been
implemented separately and apart from the City's remedial MBE/WBE Program, albeit with a similar objective of seeking to
achieve greater City contract participation by VOB/SDVOB firms, and also of seeking to honor the service and sacrifices made
by veterans and service-disabled veterans on behalf of our nation and our City through the City's preferential treatment of
business firms that are owned by such persons.
Pursuant to the interim Service-Disabled Veteran Business Enterprise (SDVBE) program, Offerors submitting proposals in
response to a Request for Proposal shall receive a three point (3 percent) preference if the following is true and understood
by the Offeror:
1. Offeror ldentitv. The Offeror submitting the Proposal shall be the same entity that is certified by the Texas State
Comptroller of Public Accounts, AND if applicable as verified by the US Veterans Administration.
2. Certification Status. Offeror's certification(s) must be active on or before the Solicitation's due date for Proposals
and shall not expire prior to the award and execution of any resulting contract.
3. Confirmation of Certification(s1. Upon receipt of this completed form, the City will confirm the Offeror's
certification(s): State: https://mvcpa.caa.state.tx.us/taasscmblsearch. Federal: httas://www.vip.vetbiz.va.�ov/The
City will direct any questions concerning an Offeror's State or Federal certification status to the Offeror's contact
person as designated on the OfFer Form of their Proposal.
4. Misrepresentation. If the City determines that the Offeror requesting this preference is not certified by the State or
Federal government if applicable, the Offeror will not receive the preference points. If the City determines that this
misrepresentation was intentional, the City may also find the Offeror not responsible and may report the OfFeror to
the Texas State Comptroller of Public Accounts or if applicable to the US Veterans Administration. If the
misrepresentation is discovered after contract award, the City reserves the right to void the contract.
Instructions:
a) Offerors who are not seeking to claim preference under the City of Austin's SDVBE Program shall check the "NO" box and
follow the corresponding instructions.
b) Offerors seeking to claim preference under the City of Austin's SDVBE Program shall check the "YES" box. Offerors shall
then check ONE of the boxes following the "YES" box, input the data in the applicable table below. Offers that do not
complete the applicable table in full shall be deemed non-compliant under the SDVBE Program and will not be
considered for the preference.
� NO, I AM NOT a certified Service-Disabled Veteran Business Enterprise seeking to claim preference under the City of
Austin's SDVBE Program.
Instructions: Offerors not seeking to claim preference will need to check this box and include
this form with their sealed Offer.
❑ YES, I AM a certified Service-Disabled Veteran Business Enterprise seeking to claim preference under the City of Austin's
SDVBE Program.
Instructions: Offerors seeking to claim preference shall be certified under one of the two
following scenarios. Offerors shall check one of the following boxes, input the data in the
applicable table below, and include this completed form in their sealed Offer.
Solcitation Number: RFP 8700 ALD3035 6
❑ HUB SV. Offeror is certified as a Service-Disabled Veteran (SV) Historically Underutilized Business (HUB) by the
Texas State Comptroller of Public Accounts.
Texas State HUB/SV Certification
13-Digit Vendor ID (VID)
HUB/SV Issue Date
HUB/SV Expiration Date
❑ HUB/OTHER + Federal SDVOSB. OfFeror is certified by the Texas State Comptroller of Public Accounts as a
Historically Underutilized Business in a HUB Eligibility Category other than Service-Disabled Veteran (SV) AND is
verified by the US Veterans Administration as a Service-Disabled Veteran-Owned Small Business (SDVOSB). Texas
HUB Eligibility Categories: HUB/BL (Black), HUB/AS (Asian), HUB/HI (Hispanic), HUB/AI (Native American), or
HUB/WO (Women Owned).
Texas State HUB/OTHER Certification
13-Digit Vendor ID (VID)
HUB Eligibility Category
HUB Issue Date
HUB Expiration Date
Federal SDVOSB Verification
9-Digit DUNS
SDVOSB Issue Date
SDVOSB Expiration Date
Solcitation Number: RFP 8700 ALD3035 7
CITY OF AUSTIN
o� * r',�
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+ �'•: . .: ".� . + i
CITY CODE CHAPTER 2-9B
PROFESSIONAL SERVICES
PROJECT SPECIFIC
MBE�WBE PROCUREMENT PROGRAM
Solicitation Name: TRANSCRIPTION SERVICES
Solicitation Number: �P 8700 ALD3035
Issue Date:
2-9B Professional Services Project Specific Compliance Plan Packet 1 REV. MAY 2021
Table of Contents
MBE/WBE GOALS .............................................................................................3
OVERVIEW.........................................................................................................3
MBE/WBE COMPLIANCE PLAN INSTRUCTIONS .....................................4
Section I Project Identification and Goals ......................................................................................................................................4
SectionII Proposer Information ......................................................................................................................................................4
Section III MBE/WBE Compliance Plan Summary .........................................................................................................................4
Section IV Disclosure of MBE and WBE Subconsultants ................................................................................................................4
Section V Disclosure of Non-Certified Subconsultants ................................................................................................................... 6
Section VI Disclosure of Second-Level Subconsultants ...................................................................................................................6
Section VII MBE/WBE Compliance Plan Checklist ..........................................................................................................................6
GOOD FAITH EFFORTS INSTRUCTIONS ....................................................7
Contacting Potential MBE/WBE Subconsultants ..................................................................................................................................7
GoodFaith Efforts Review .................................................................................................................................................................... 8
POST-AWARD INSTRUCTIONS ....................................................................10
ConfirmationLetters ............................................................................................................................................................................10
Post-Award Monitoring .......................................................................................................................................................................10
■ Payment Verification ..............................................................................................................................................................10
■ Change Order/Contract Amendments ....................................................................................................................................10
■ Progressive Sanctions ............................................................................................................................................................. l l
MBE/WBE COMPLIANCE PLAN ..................................................................12
LETTER TO POTENTIAL SUBCONSULTANTS ........................................18
CONFIRMATION LETTER ............................................................................19
2-9B Professional Services Project Specific Compliance Plan Packet 2 REV. MAY 2021
MBE/WBE GOALS
Annual/Project
Participation Goals
1�1: ,
WBE
Combined MBE/WBE
4.69
Annual/Project
Participation Subgoals
%
OR
%
%
African American
Hispanic
Asian/Native American
WBE
/
%
%
%
%
OVERVIEW
This document should be read in conjunction with the City of Austin's Minority-owned and Women-owned Business
Enterprise Procurement Program Ordinance for Professional Services (Chapter 2-9B of the Austin City Code) and
the Small and Minority Business Resources Department (SMBR) Rules. The definitions contained in Chapter 2-9B
apply to this document. The City Code and Rules are amended from time to time and the Proposer is responsible
for ensuring they have the most up to date version. The City Code and Rules are incorporated into this document
by reference. Copies of Chapter 2-9B and SMBR Rules may be obtained online at
SMBRComplianceDocuments(a�austintexas.gov or from SMBR, 811 Barton Springs Rd, 8th Fl, Suite 805 Austin,
Texas 78704 (512) 974-7600.
Firms or individuals submitting responses to this Request for Qualifications agree to abide by the City's Minority-
owned and Women-owned Business Enterprise (MBE/WBE) Procurement Program and Rules. The City's
MBE/WBE Program is intended (1) to promote and encourage MBEs and WBEs to participate in business
opportunities with the City of Austin; (2) to afford MBEs and WBEs an equal opportunity to compete for work on
City contracts; and (3) to encourage contractors to provide subconsulting opportunities to certified MBEs and WBEs
by soliciting such Firm for subcontracting opportunities. The City of Austin and its consultants shall not discriminate
on the basis of race, color, national origin, disability, or gender in the award and performance of contracts.
The City encourages Proposers to achieve the MBE/WBE participation goals and subgoals for this contract.
However, Proposers may comply with the City Code and Rules without achieving the participation goals so long as
they make and document Good Faith Efforts that would allow MBE and WBE participation per Section 2-9B-21 of
the City Code and Section 9.1 of the Rules. Proposers that do not meet the project's goals and subgoals are subject
to Good Faith Efforts review.
Prior to the due date and time specified in the City's solicitation documents, all Proposers (including those Firms
certified as MBE/WBE) shall submit: (1) an MBE/ I�BE Compliance Plan and (2) if it is anticipated the project goal(s)
will not be met, all appropriate documentation to demonstrate Good Faith Efforts to meet the project goals. Any
questions regarding preparation of the MBE/T�BE Compliance Plan should be directed to SMBR at
SMBRCom�lianceDocuments(a�austintexas.gov. Such contact is not a violation of the Anti-Lobbying Orclinance.
The City has implemented Anti-Lobbying Ordinance (Chapter 2-7 of the Austin City Code). Under Chapter 2-7,
there is a"no-contact" period from the date the City issues a solicitation until the contract is executed. During the
"no-contact" period, a person responding to a City solicitarion can speak only to the contract's authorized contact
person regarding their solicitation response. Chapter 2-7 allows certain exceptions; for instance, a person responding
to a City solicitation may speak to SMBR regarding this MBE/ I-YIBE Compliance Plan. See the full language of the
City Code or solicitation documents for further detaals.
2-9B Professional Services Project Specific Compliance Plan Packet 3 REV. MAY 2021
MBE/WBE COMPLIANCE PLAN INSTRUCTIONS
(See Appendix A)
If the MBE/WBE Compliance Plan and Good Faith Efforts documentation are not submitted prior to the
due date specified in the solicitation documents, the Proposal will be deemed non-responsive and not be
accepted for consideration.
SMBR may request written clarification of items listed on the MBE/ I�BE Compliance Plan. However, there will be
no further opportunity for the Proposer to augment the MBE/WBE participation originally listed in the MBE/WIBE
Compliance Plan or to demonstrate Good Faith Efforts that were not made prior to the submission of the MBE/T�BE
Compliance Plan. Changes to the MBE/T�BE Compliance Plan are permitted only after contract execution and only
with prior written approval of SMBR. The Compliance Plan will be reviewed and approved by the Small and Minority
Business Resources Department.
Please type or clearly print all information, use "none" or "N/A" where appropriate. MBE/WBE Compliance
Plans not complying with the MBE/WBE Compliance Plan Instructions shall be rejected as non-
responsive. Submissions not utilizing the forms provided with the solicitation may render the submission
nonresponsive or noncompliant.
Section I Project Identification and Goals
This section includes the pre-printed Project Name, Project/Solicitation Number, Goal(s) or Subgoals. The Proposer
does not need to fill in any information under Section I.
Section II Proposer Information
The Proposer should complete this section with its information and sign in the space provided. The portion of
Section II marked as "Reserved for City of Austin SMBR Only" should be left blank.
Section III MBE/WBE Compliance Plan Summary
This section is a summary of Subconsultant participation for this Proposal. Proposer should complete Sections N-
VI, described below, before attempting to complete Section III. After completing Sections N-VI, total the
percentage(s) of MBE/WBE participation for each goal and enter the information in the blanks provided. Because
Section III is a summary, if there are any inconsistencies between Sections IV-VI and Section III, the percentages
contained in Sections IV-VI will prevail. If the Proposer indicates that they do not anticipate meeting the goals with
certified MBE/WBE firms, then the Proposer shall submit documentation detailing their Good Faith Efforts to
meet the established MBE/WBE goals. The MBE/WBE Compliance Plan will be reviewed and approved by the
Small and Minority Business Resources Department.
Section IV Disclosure of MBE and WBE Subconsultants
Please list all certified MBE/WBEs Subconsultants using the legal name under which they are registered to do
business with the City of Austin and the value of the work they will be performing themselves. Do not include the
percentage of work that the MBE/WBE's Subconsultants will be subcontracting to second-level Subconsultants. By
listing certified MBE and WBE Firms on the MBE/WBE Compliance Plan, the Proposer indicates that both parties
acknowledge the price and scope of work and that they are prepared to contract for that price and scope if the City
awards the project to the Proposer. Unit price subcontracts are acceptable if appropriate to the type of work being
performed. A Letter of Intent (LOI) does not replace a binding contract between a prime contractor and a
Subconsultant.
2-9B Professional Services Project Specific Compliance Plan Packet 4 REV. MAY 2021
Before completing Section IV of the MBE/T�BE Compliance Plan, please read the following instructions regarcling
how to count MBE/WBE participation:
(A) Only the value of the work actually performed by the MBE/WBE shall be counted toward the goals. This
includes:
(1) work performed by the MBE/WBE's own forces;
(2) the cost of supplies, materials, or equipment purchased, leased, or otherwise obtained by the
MBE/WBE for the work of the contract (except that supplies, materials, and equipment purchased
or leased from the prime contractor or its affiliate may not be counted toward the goal); and
(3) fees or commissions charged by an MBE/WBE for provicling a bona fide service, such as
professional, technical, consultant, or managerial services, or for providing bonds or insurance
specifically required for the performance of a contract, provided the fee is reasonable and not
excessive as compared with fees customarily allowed for similar services.
(B) When a Proposer purchases supplies, materials, or equipment from an MBE/WBE, the cost of those
supplies, materials, or equipment shall be counted toward the goals as follows:
(1) If the supplies, materials, or equipment are obtained from an MBE/WBE that is a Manufacturer or
Regular Dealer, 100 percent of the payment for the supplies, materials, or equipment shall be
counted toward the goals.
(2) If the supplies, materials, or equipment are obtained from an MBE/WBE that is neither a
Manufacturer nor a Regular Dealer, the cost of the materials and supplies themselves shall not be
counted toward the goals. However, fees or commissions charged for assistance in the
procurement of the materials and supplies, or fees or transportation charges for the delivery of
materials or supplies required on a job site, may be counted toward the goals if the payxnent of such
fees is a customary industry practice and such fees are reasonable and not excessive as compared
with fees customarily allowed for similar services.
(C) When an MBE/WBE Subconsultant listed on the MBE/WBE Compliance Plan subcontracts part of the
work of its contract to another Firm, the value of that second-level subcontracted work may not be
counted toward the goals based on the initial Subconsultant's MBE/WBE certification. Please see Section
VI for an explanation of how to count the value of second-level Subconsultants' work.
(D) A Firm owned by a minority woman may be certified as both an MBE and a WBE (dual certified). On a
single contract, the value of the work performed by a dual certified Subconsultant may not be counted
toward both the MBE and the WBE goals. The Proposer must decide whether to designate the dual
certified Subconsultant as an MBE or a WBE in the MBE/ I�BE Compliance Plan for the purpose of ineeting
the goals set for that contract. That designation may not be changed for the duration of the contract.
(E) When an MBE/WBE performs as a participant in a certified Joint Venture, only the portion of the
contract value that is the result of the distinct, clearly defined portion of the work that the MBE/WBE
performs with its own forces and for which it is at risk shall be counted towards the project goals. For
more specific information regarding requirements and evaluations of certified MBE/WBE Joint Ventures,
please see the City's MBE/WBE Procurement Program Rules or contact SMBR's Certification Division.
(F� Only expenditures to an MBE/WBE contractor that is performing a Commercially Useful Function shall
be counted toward the project goals. If SMBR makes an initial determination that an MBE/WBE is not
2-9B Professional Services Project Specific Compliance Plan Packet 5 REV. MAY 2021
performing a Commercially Useful Function given the type of work involved and normal industry
practices, the MBE/WBE may present evidence to rebut this presumprion.
(G) To be counted toward project goals, MBE/WBEs must be certified by SMBR prior to the due date to
submit the MBE/WBE Compliance Plan as specified in the City's solicitation documents. A Firm that is
certified as an MBE/WBE at the time that the MBE/WBE Compliance Plan is filed may cease to be a
certified Firm before the contract is completed. Only the value of the work performed by such a Firm
while it is certified may be counted toward the project goals.
Section V Disclosure of Non-Certified Subconsultants
Please list all known non-certified Subconsultants, using the legal name under which they are registered to do business
with the City of Austin, to be used in the performance of this contract. If Proposer will not use any non-certified
Firms, please write "N/A" in the first box on this page.
The scopes of work indicated in Section V will be considered subcontracting opportunities for MBEs and WBEs,
unless it is demonstrated that certified MBEs or WBEs are unavailable or do not possess the requirements in the
technical portion of the solicitation to perform the work involved. If Proposer did not meet the project goals,
Proposer must explain in the space provided why MBEs/WBEs were not used as Subconsultants and submit
documentation for the stated reason ifapplicable. If Proposer did meet the project goals, please indicate "Goals
Met" in the space provided.
Section VI Disclosure of Second-Level Subconsultants
Please complete this section if Proposers knows that one or more of Proposer's Subconsultants will subcontract part
of the work of their contracts to second-level Subconsultants. In the last line of each entry box, please write the
name of the first-level Subconsultant that will be subcontracting work to the second-level Subconsultant. Identify
second-level Subconsultants by the legal name under which they will be registered to do business with the City. The
first-level Subconsultant should be listed in Section IV or Section V. If Proposer is not aware of any second-level
Subconsultants, please write "N/A" in the first box on this page.
As discussed in Section IV above, when an MBE/WBE Subconsultant subcontracts part of the work of its contract
to another Firm, the value of that second-level Subconsultant work may not be counted toward the goals based on
the initial Subconsultant's MBE/WBE certification. The value of the second-level Subconsultant work may be
counted toward the project goals only based on the second-level Subconsultant's own MBE/WBE certification, if
any. Work that an MBE/WBE subcontracts to a non-certified firm does not count toward the goals. Work that an
MBE/WBE Subconsultant contracts to another certified firm shall not be counted twice towards the goal.
Section VII MBE/WBE Compliance Plan Checklist
Please complete the MBE/WIBE Compliance Plan Checklistwith the information requested if the stated project goal(s)
are not met.
2-9B Professional Services Project Specific Compliance Plan Packet 6 REV. MAY 2021
GOOD FAITH EFFORTS INSTRUCTIONS
(See Appendices B and D)
The Proposer has a responsibility to make a porrion of the work available to MBE/WBE Subconsultants so as to
facilitate meeting the goals or subgoals. If the Proposer cannot achieve the goals or subgoals, documentation of the
Proposer's Good Faith Efforts to achieve the goals or subgoals must be submitted at the same time as the
MBE/WBE Compliance Plan. The SMBR Director will review the documentation provided and determine if the
Proposer made sufficient Good Faith Efforts. That there may be some additional costs involved in soliciting and
using MBEs and WBEs is not a sufficient reason for a Proposer's failure to meet the goals and subgoals, as long as
such costs are reasonable. However, a Proposer is not required to accept a higher quote from a Subconsultant in
order to meet a goal or subgoal.
Contacting Potential MBE/WBE Subconsultants
The City has determined the scopes of work for this project and provided an Availability List of all the MBE and
WBE firms certified to perform those scopes. The Availability List is included with the solicitation documents and
has two sections: Tlendor.r I�ithin the Significant Local Busines.r Pre.rence (SLBP� Area and Tlendor.r Out.ride the Significant I.ocal
Bu.rine.rs Pre.rence (SLBP� Area. As part of Good Faith Efforts, Proposers must contact all firms listed in the T�endors
T-Vithin the SLBP Area section. Please note that every firm on the Availability List — outside the SLBP — is City-
certified as an MBE or WBE for purposes of ineeting the project goals, and Proposers are encouraged to contact all
the firms. If a Proposer identifies an additional scope of work for this project not identified in the solicitation, the
Proposer must request from SMBR an Availability List for that scope of work and contact all firms, if any, on such
list. The SMBR Director determines whether the Proposer has made sufficient Good Faith Efforts if goals or
subgoals are not met.
The City neither warrants the capacity or availability of any Firm, nor does the City guarantee the
performance of any Firm indicated on the availability list.
The availability list is sorted in numerical sequence by National Institute of Governmental Purchasing (NIGP)
Commodity Code. It includes all certified MBE/WBE vendors for the scopes of work identified by the City as being
potentially applicable to this project. However, the availability list is not a comprehensive identification of all areas
of potential subcontracting opportunities. If a Proposer identifies one or more work areas that are appropriate
subcontracting opportunities that not included on the availability list, the Proposer shall contact SMBR to request
the availability list for MBE and WBE Firms in those areas. Requests for supplemental availability lists will be
evaluated as a part of the Proposer's Good Faith Efforts to meet the goals.
If the Proposer believes any of the work areas on the avaalability list are not applicable to the project's scope of work
or if the Proposer believes that the lists are inaccurate, the Proposer shall notify the authorized contact person of the
concern immediately and prior to submission of the response to the solicitation. All Proposers will be notified in
writing of any inaccuracy by addendum to the solicitation. Concerns about a particular MBEs/WBE's certification
status may be addressed to SMBR at SMBRComplianceDocuments@austintexas.gov. If the Proposer wants to use
a certified Subconsultant that does not appear on this list, Proposer may request from SMBR or visit
www.austintexas.gov/certified_vendors_directorX for proof of certification and the specific work areas for which the
Subconsultant has been certified.
Appendix B provides a format for collecting required information from the Subconsultants on the Availability List.
The information must be obtained at least seven (� business days prior to the submission of the MBE/ I�BE
Compliance Plan; alternate formats may be acceptable as long as they gather the same required information. Included
with the solicitation documents is an alphabetized list containing the names and addresses of the MBE/WBE Firms
listed on the Availability List. This list is in label format and is designed to facilitate the printing of mailing labels.
2-9B Professional Services Project Specific Compliance Plan Packet 7 REV. MAY 2021
The following codes are used on the availability list:
F Female M Male
AA/B African American H Hispanic
A/NA Asian/Native American W/C Caucasian
A firm's two-digit location code (e.g., SL or
LOC AU Austin
SL Significant Loca1 Business Presence (SLBP) TX Outside SLBP
A firm certified as a Minority-owned A firm certified as a Woman-owned Business
MBE usiness Ente rise �E Ente rise
A firm certified as both a Minority-owned & A firm certified as both a Woman-owned &
�B oman-owned Business Ente rise �B � ori -owned Business Ente rise
MWDB A firm certified as a Minority-owned, Woman- ��B A firm certified as a Minority-owned, Woman-
owned, and Disadvantaged Business Enterprise owned, and Disadvantaged Business Enterprise
Good Faith Efforts Review
If goals are not met, SMBR will examine the MBE/ 1-YIBE Compliance Plan and the Good Faith Efforts documentation
submitted with the MBE/WIBE Compliance Plan to ensure that the Proposer made Good Faith Efforts to meet the
project goals or subgoals. In determining whether the Proposer has made Good Faith Efforts, SMBR will consider,
at a mitiimum, the Proposer's efforts to do the following:
(A) Solicit certified MBE/WBE Subconsultants with a Significant Local Business Presence (SLBP) and request
a response from those interested Subconsultants who believe they have the capability to perform the work
of the contract through at least two reasonable, available, and verifiable means. The Proposer must solicit
this interest more than seven (7) business days prior to submission of the MBE/I-YIBE Compliance Plan to
allow sufficient time for the MBEs or WBEs to respond. ('I'he date Proposals/proposals are due to the City
should not be included in the seven day solicitation criteria.) The Proposer must state a specific and verifiable
reason for not contacting each certified Firm with a significant local business presence.
(B) Provide interested MBEs/WBEs with adequate information about the plans, specifications, and
requirements of the contract, inclucling addenda, in a timely manner, to assist them in responding and
submitting a proposal.
(C) Negotiate in good faith with interested MBEs/WBEs that have submitted proposals to the Proposer. An
MBE/WBE that has submitted a proposal to a Proposer but has not been contacted within five (5) business
days of submission of the proposal may contact SMBR to request a meeting with the Proposer. Evidence of
good faith negotiation includes the names, addresses, and telephone numbers of MBEs/WBEs that were
considered; a description of the information provided regarcling the plans and specifications for the work
selected for subcontracting; and evidence as to why additional agreements could not be reached for
MBEs/WBEs to perform the work. Proposal shopping is prohibited.
(D) Select portions of the work to be performed by MBEs/WBEs in order to increase the likelihood that the
MBE/WBE goals or subgoals will be met This includes, where appropriate, breaking out contract work
items into economically feasible units to facilitate MBE/WBE participation, even when the Proposer might
otherwise prefer to perform these work items with its own forces.
2-9B Professional Services Project Specific Compliance Plan Packet 8 REV. MAY 2021
(E) Publish solicitation notice in a local publication (i.e. newspaper, trade association publication, or via
electronic/social media).
(F) Use the services of available community organizations; minority persons/women consultants' or groups in
the applicable field for the type of work described in this solicitation; local, state, and federal minority
persons/women business assistance offices; and other organizations as allowed on a case-by-case basis to
provide assistance in the recnutment and placement of MBEs/WBEs.
(G) Seek guidance from SMBR on any questions regarcling compliance with this section.
The following factors may also be considered by SMBR in determining compliance through good faith efforts;
however, they are not intended to be a mandatory checklist, nor are they intended to be exclusive or e�austive:
(A) Whether the Proposer made efforts to assist interested MBEs/WBEs in obtaining bonding, lines of credit,
or insurance as required by the City or consultant.
(B) Whether the Proposer made efforts to assist interested MBEs/WBEs in obtaining necessary equipment,
supplies, materials, or related assistance or services.
In assessing minimum good faith efforts, SMBR may consider whether the Proposer sought assistance from SMBR
on any questions related to compliance with this section. In addition, SMBR may also consider the performance of
other Proposers successfully meeting the goals.
The ability or desire of a Proposer to perform the work of a contract with its own organization does not relieve the
Proposer of the responsibility to make Good Faith Efforts.
Proposers may reject MBE/WBEs as unqualified only following thorough investigation of their capabilities. The
MBE/WBE's membership or lack of inembership in specific groups, organizations, or associations, and political or
social affiliations (for example union or non-union employee status), are not legitimate causes for the rejection or
non-solicitation of proposals in the Proposer's efforts to meet the project goals or subgoals.
At a minimum, the following should be submitted to support Good Faith Effort documentation
(documentation is not limited to this list):
• Fax logs, emails, and/or copies of documents sent to firms within the SLBP area
• Copies of written correspondence to certified firms (include names, addresses, and other identifying
information)
• Phone logs with responses (Phone contacts, alone, zvill not be su�cient.)
• Lists and copies of letters sent by mail, hand delivered, or e-mailed
• Breakdown of negotiations made with certified firms
• Copies of advertisements with local newspapers, trade associations, Chambers of Commerce and/or any
other public media
• Other communications regarcling contacts with trade associations and Chambers of Commerce
The following additional Good Faith Efforts factors may also be considered:
• Copies of emails or phone logs regarding assistance in bonding, lines of credit, or insurance (as required
by City or Consultant)
• Copies of emails or phone logs regarding assistance in obtaining equipment, supplies, materials, or
services
• Copies of all proposals received in response to Proposer contacting other Firms
2-9B Professional Services Project Specific Compliance Plan Packet 9 REV. MAY 2021
S Mirkovich
Change orders that do not alter the type of trades originally required to accomplish the project may be undertaken
using the Subconsultants already under contract to the Proposer. Project managers will have automatic SMBR
approval to authorize any change order that increases the contract amount for an existing certified Subconsultant
and is within the e�sting scope being performed by that Subconsultant.
■ Progressive Sanctions
The successful Proposer's MBE/WBE Compliance Plan will be incorporated into the resulting contract with the
City and shall be considered part of the consultant's perforxnance requirements. Progressive sanctions may be
imposed for failure to comply with Chapter 2-9B of the City Code, inclucling:
• Provicling false or misleacling information in Good Faith Efforts documentation, post award compliance,
or other Program operations;
• Substituting Subconsultants without first receiving approval for such substitutions, which may include
the addition of an unapproved Subconsultant and faalure to use a Subconsultant listed in the approved
MBE/WBE Compliance Plan ; and
• Failure to comply with the approved MBE/WBE Compliance Plan without an approved Request for
Change, an approved Change Order, or other approved change to the Contract.
Please refer to Section 2-9B-25 of the City Code and SMBR Rule 11.5 for additional information.
2-9B Professional Services Project Specific Compliance Plan Packet 11 REV. MAY 2021
Appendix A
MBF./WBF. OMP .I N . . P .AN
Al! applicable .rections must be corirpleted and .cubmitted by the due date und time as indicated an the .rolicitatdon documents.
The Bidder/Respondent by submitting and signing this solicitation's 0300 form, understand and agree that the IIBE/V�BE
Compliance Plan submitted as a pan of the bid/proposal shall become a part of the contract with the City of Austin. The
Bidder/Responcient further understand that the City of Austin's Minority-owned and Women-owncd Business Enterprise
Procurement Program Orciinance) and the Small and �Zinorin� Business Resources Department (S�1BR) Rules shall apply.
Section I— Proiect Identification and Goals
Pro'ect Name 'I'RANSCRIP'I'IC)N
Solicitation Number RI�P 8700 AL,D303�
Pro'ect Goals or Sub oals
Combined �iBE/��BE 4.69 �j�
MBE �%
African American `%
His anic `%
Asian/Native l�rrierican � �%
WBE %
Section II — Pro oser Com an Information
Com an � Name VIQ SOIUtIOI1S II1C.
l�ddress 20 East Thomas Road Suite 2200
(:it �, State Zi
Phone 480 469 8614
PaY N/q E-Mail smirkovich@viqsolutions.com
Name of Contact Person Shane Mirkovich
Yes ❑ If ye.c, j�rovide [�en�lor C.�orle
Is y=our company re�istered on No � All vendors; Subconsultants and consultants must register with COA's
Vendor Connection? Vendor Connect prior to award. See Link for registration information at
�������v.auti�ntc�.3s.�c�vfvcnc�or rc�strutiot�
Yes ❑ No �(If yes, please indicate type belotv)
Is �our com an - COA �1/��BE
ce nfied? p y 1. '�IBE ❑ WBE ❑ MBE/WBE ❑ Joint �'enture ❑
2. 1�� � H❑ 1'1/N1� ❑ WBE ❑
City of Austin SMBR Use Only
I hare ma�ieu-ed tGrr Con�liance P/an and found that the Bidder HAS �HAS NOT ❑ conrj�lied ar per tbe Cr�� Code Chaj�ter 2-J73 thmu�h GI �F..
Revie�ving Counselo — Dare 05/22/2023
I Gar�e mrieu-�d thi� Conrplianre Plan an�! har�r founr! th� 73iddi�r COMPLIANT �NON-COMPLIANT ❑
Director /Assistant Directar �G��LGt�.Cc� .�il. �C�v�� Da�e 05/23/2023
2-9B Professional Sen=ices Pmject Spe�c Compliance Plan Packet 12 REV. b1AY 2021
, Appendix A
Section �l �; --- :.rl31:; `�:JBE Compliance Plan Summary
Dir��tions:
• For each Subconsultant listed in Sections IV, V, l'I or �'ll, fill in all blanks (if applicable).
• Hor project panicipation numbers use an H XACT numbcr.
• Goal percentages should be based on the Base Bid amount only. .�illow•ances are not included.
• Alternates are not recorded on tivs I�LBL'/�xBL' Compliance Plan.
• If bidder is a certified A1/�XTiB, include participauon details in the Bidder box C)N1.�'.
• i111ik?/\k'BP. Comoliance Vlans not comohinn with these reauirements shall be reiectcd as non-
PROPOSED PARTICIPATION GOALS
Use this section to calculate pazricipation.
Include all details inclu ' the total tcenta e fot each cate o whete a licable.
MBE/WBE Pro'ect Goal Bidder Partici ation Goal
African Amcrican % %
His anic % %
Asian/Narive American / % %
W13E % %
MI3E % %
MBE/WI3E Combined 4.69 % %
Non-Certified %
Total SubconsultantPetcenta eAmount 4.69% %
Bidder's Own Parricipation
(less any subcontracted amount)
Are you counting your own participation toward 95.31 %
the goals? (if yes, indicate below)
❑AA❑HIS ❑A/NA❑V�BE❑MBE
For SMBR Use Onlv
Verified participation for each category:
African American % Hispanic % Asian/Native American % WBE 4•69 %
MBE % WBE % Combined MBE/WBE %
prime 95.31 % Non-Certified %
2-9B Professional Services Pmject Specific Compliance Plan Packet 13 RE��V. i�tAY 2U21
Appendix A
Section IV — Disclosure of MBE and WBE Firms
(Duplicate as Needed)
I�ote:
• Fill in all the blanks (use "none" or "N/A" where appmpriate).
• Fill in names of b4BE/�X�'BE ceruFed Firms as registered with City of Austin's Austin Finance Online
• Select either i�1BE or V6'BE For dually certified firms to indicate which certification u7ll count towards the b4BE or WBE goal.
• Contact Sb4BR to request an a�=ailability list of certified Firtns for additional scopes of work that were not included on the original
availabilitv list.
Name of MBE/WBE Certified Firm American International Translators LLC
Cit - of Austin C:ertification Data �fI3E �'�3E Uender/ Ethnicit �:
Vendor Code
Address/ C:i � / State / Zi
Contact Person & Phone #
Fax & Email Address
Commodi r Codes ,
Commodit � Codes Descri tions
Subcontract Percenta e `%
Name of MBE/WBE Certified Firm
Cit � of Austin Certification Data 1�TBE WBE Gender/ Ethnicit �:
Vendor Code
1'�ddress/ Cit � / State / Zi
(:ontact Person & Phone #
Fax & Email Address
Commodit � Codes
Commodit � Codes Descri tions
Subcontract Percenta e `%
Name of MBE/WBE Certified Firm
Cit � of l�ustin Certification Data NTBE WBE Uender/ Ethnicit �:
�'endor Code
Address/ Cit � / State / Zi
Contact Person & Phone #
Fax & Email Address
Commodi � Codes
Cammodit � Codes Descri tions
Subcontract Percenta e %
Name of MBE/WBE Certified Firm
Cit � of Austin Cerrification Data �fBE ��BE Uender/ Ethnicit �:
Vendor Code
Address/ Ci � / State / Zi
C;ontact Person & Phone #
Fax & Email Address
Commadit r Codes
Commodit � Codes Descri tions
Subcontract Percenta e %
2-9B Professional Services Pmject Specific Com�liance Plan Packet 14 RE��V. i�tAY 2U21
Appendix A
Section V— Disclosure of Non-Certified Firms
fDuulicate as Neededl
Note:
• Fill in all die blanlcs (use "none" or "I�/:'1" where appmpriate).
• Fill in names of Non-Certified Subconsultants as registered with the Cit1- of Ausdn.
Are Goals Met? Yes ❑ No ❑ If no, state reason(s) below and attach documentation:
Name of Non-Certified Firm N/A
�'endor Code
Address/ Cit � / State / Zi
(:ontact Person & Phone #
rax & Email Address
Commodit � Codes
Commodi � Codes Descri tions
Reason Certified Firm not used
Subcontract Percentage %
Name of Non-Certified Firm
Vendor Code
Address/ Ci � / State / Zi
Contact Person & Phone #
Fax & Email l�ddress
Commodi � Codes
Commodit r Codes Descri rions
Reason Certified Pirm not used
Subcontract Percentage �y�
Name of Non-Certified Fium
Vendor Code
Address/ Cit � / State / Zi
Contact Person & Phone #
Fax & Email Address
Commodi � Codes
Commodit � Codes Descri tions
Reason Certified Firm not used
Subcontract Percentage �%
Name of Non-Certified Firm
Vendor Code
Address/ Cit � / State / Zi
Contact Person & Phone #
FaY & Email Address
Commodi � Codes
Commodi � Codes Descri tions
Reason Certified Firm not used
Subcontract Percenta e %
2-9B Professional Services Pmject Specific Com[�liance Plan Packet 15 R��V. i�tAY 2U21
Appendix A
Section VI — Disclosure of Second-Level Firms
te as Needed
Note:
• I�ill in all the blanks (use "none" or "N/ti" where appropriate).
• Fill in names of Second-I.evel Subconsultants as rczistcred urith the Cit� of Austin.
Name of Second-Level Firm N/A
Cit � of 1lustin Certified choose one No '�fBE ��3E C7ender/ Ethnicit �:
Vendor Code
Address/ Cit � / State / Zi
Contact Person & Phone #
Fax & Email Address
Commodit - Codes
Commodit � Codes Descri tions
Pirst-Level Subconsultant
Subcontract Percenta e %
Name of Second-Level Firm
City of rlustin Certified? choose one No ?�fI3E �"vBE C7ender/ Ethnicity:
Vendor Code
Address/ Cit � / State / Zi
Contact Person & Phone #
Fax & Email Address
Commodit - Codes
Commodi � Codes Descri tions
Pirst-Level Subconsultant
Subcontract Percentage %
Name of Second-Level Firm
Citv of 1�ustin Cerrified? choose one No �'fBE VG'I3E Gender/ Ethnici >:
Vendor Code
l�ddress/ Cit � / State / Zi
Contact Person & Phone #
Pas & Email Address
Commodit r Codes
Commodi � Codes Descri rions
rirst-Level Subconsultant
Subcontract Percentage �%
Name of Second-Level Fium
Cit�� of 1�usdn Certified? choose one No MI3E WBE (.Gender/ Ethnici >:
Vendor Code
Address/ Ci � / State / Zi
Contact Person & Phone #
Pa�: & Email 1'lddress
Commodit � Codes
Commodit > Codes Descri tions
Pirst-Level Subconsultant
Subcontract Percentage �%
2-9B Professional Services Pmject Specific Compliance Plan Packet 1 G RE��V. i�tAY 2U21
Appendix A
Section VII — MBE/WBE Compliance Plan Check List
Is each stated project goal of the solicitation met?
Yes � No ❑
(If no, complete and submit Section VII Compliance Plan Check List�
If the goals or subgoals were not achieved, all questions in Section VII mustbe completed and Good Faith
Efforts documentation must be submitted with the MBE/WBE Compliance Plan. The completion and
submission of this forxn is not required if the above question is answered Ye.r.
Is the following documentation attached to support good faith effort requirements to achieve goals or subgoals?
• Copy of written solicitation sent to MBE/WBEs in SLBP area 7 days prior to the yes ❑ No ❑
submission of this Compliance Plan
• Two separate methods of notices sent to MBE/WBEs in SLBP area yes ❑ No ❑
Indicate notice types: fax transmittals emails phone log letters
• Copy of advertisements placed in local publication Yes ❑ No ❑
• Copy of notices sent to Minority and Women organizations Yes ❑ No ❑
• Documentation that demonstrates additional GFEs:
o Efforts to assist interested MBEs/WBEs in obtaitiitig boncling, lines of
credit, or insurance as required by the City or consultant
o Efforts to assist interested MBEs/WBEs in obtaitiitig necessary Yes ❑ No ❑
equipment, supplies, materials, or related assistance or services
o Efforts made to reach agreements with the MBE/WBEs who responded
to Proposer's written notice
Were additional elements of work identified to achieve the goals or subgoals?
If yes, please explain:
Was SMBR contacted for assistance?
If yes, complete following:
Contact Person:
Date of Contact:
Summary of Request:
Were Minority or Women organizations contacted for additional assistance?
If yes, complete following:
Organization(s): _
Date of Contact:
Summary of Request
Yes ❑ No ❑
Yes ❑ No ❑
Yes ❑ No ❑
2-9B Professional Services Project Specific Compliance Plan Packet 17 REV. MAY 2021
Appendix B
LETTER TO POTENTIAL SUBCONSULTANTS
is soliciting Minority and Women-Owned Business Enterprise
participation for the following City of Austin project. Solicitation documents are available for download at
www.austintexas.gov/o�en solicitations.
Solicitation Name:
Solicitation Number:
Location of Pre-Proposal Conference
Response Due Date and Time:
This Project Includes the Following Scopes of Services:
Contact our office for detailed information on the scopes of services to be subcontracted and the relevant terms and
conditions of the contract.
Please contact:
at or
(Name) (Telephone) (Fax)
All Responses MCJST be received by:
2-9B Professional Services Project Specific Compliance Plan Packet 18 REV. MAY 2021
Appendix C
CONFIRMATION LETTER
(I'rinted on Subconsultant letterhead)
Date
Contact Name
Business Name
Street Address
Ciry, State Zip
Re: Solicitation #
Dear (Contact Name):
_ �
This letter is to confirm that (insert Subconsultant name here) is pleased to provide (insert Prime Consultant name
here) (insert service here) for the above-referenced solicitation.
We understand that we will be completing % of the work on this project.
We look forward to working with you and the City of Austin should your team be awarded the project.
Sincerely,
(Insert signature)
Contact Name
Title
Business Name
2-9B Professional Services Project Specific Compliance Plan Packet 19 REV. MAY 2021
Crystal Oliphant
20 East Thomas Road, Suite 2200 Phoenix
AZ 85012 US
23September18thFloridaBrevard
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 1 Rev. 09-21-2023
The Contractor agrees that the Contract shall be governed by the following terms and conditions.
1 GENERAL
1.1 TERM OF CONTRACT:
A. The Contract shall commence upon execution unless otherwise specified and shall continue in effect
until all obligations are performed in accordance with the Contract. Upon written notice to the
Contractor from the City’s Purchasing Officer or designee, unless specified otherwise in the Scope of
Work, the Contract may be extended beyond the initial term at the City’s sole option unless the
Contractor is notified 30 days prior to the expiration. If the City exercises any extension option, all
terms, conditions, and provisions of the Contract shall remain in effect for that extension period, subject
only to any economic price adjustment otherwise allowed under the Contract.
B. Upon expiration of the initial term or any period of extension, the Contractor agrees to holdover under
the terms and conditions of this Contract for such a period as is reasonably necessary for the City to re-
solicit and/or complete the Deliverables due under this Contract. Any holdover period will not exceed
180 calendar days unless mutually agreed on by both parties in writing.
1.2 INDEFINITE QUANTITY:
The quantities and/or services listed herein are estimates of the goods and services needed by the City for
the period of the Contract. The City reserves the right to purchase more or less of these quantities and/or
services as may be required during the Contract term. Quantities and/or services will be as needed and
specified by the City for each order. Unless specified in the Contract, there are no minimum order
quantities.
1.3 INVOICES:
A. The Contractor shall submit separate Invoices for each Order after each delivery or on the schedule
provided in the Contract. If partial shipments or deliveries are authorized by the City, a separate Invoice
must be sent for each shipment or delivery made.
B. Invoices shall be sent to the address on the Purchase Order of Delivery Order in the section entitled,
“BILL TO”. Proper Invoices must include a unique Invoice number, the purchase Order or delivery Order
number, the master agreement number (if applicable), the Department’s Name, and the name of the
point of contact for the Department. Invoices shall be itemized according to pricing structure in the
Contract. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the
Invoice. The Contractor’s name and, if applicable, the tax identification number on the Invoice must
exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in
writing, the City may rely on the remittance address specified on the Contractor’s Invoice. Invoices
received without all required information cannot be processed and will be returned to the vendor.
C. Invoices for labor shall include a tabulation of work-hours at the appropriate rates and grouped by work
Order number. Time billed for labor shall be limited to hours actually worked.
D. Federal excise taxes, State taxes, or City sales taxes must not be included in the Invoiced amount. The
City will furnish a tax exemption certificate upon request.
1.4 PAYMENT:
A. All proper Invoices received by the City will be paid within 30 calendar days of the City’s receipt of the
Deliverables or of the Invoice, whichever is later.
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 2 Rev. 09-21-2023
B. If payment is not timely made, (per Paragraph A), interest shall accrue on the unpaid balance at the
lesser of the rate specified in Texas Government Code §2251.025 or the maximum lawful rate; except,
if payment is not timely made for a reason for which the City may withhold payment hereunder, interest
shall not accrue until 10 calendar days after the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial
shipment or delivery, as stated above, provided that the Invoice matches the shipment or delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. Delivery of defective or non-conforming Deliverables by the Contractor;
ii. Third party claims, which are not covered by the insurance which the Contractor is required to
provide under the terms of this Contract, are filed or there is reasonable evidence indicating
probable filing of such claims;
iii. Failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. Damage to the property of the City or the City’s agents, employees or Contractors, which is not
covered by insurance required to be provided by the Contractor;
v. Reasonable evidence demonstrates that the Contractor’s obligations will not be completed within
the time specified in the Contract, and that the unpaid balance would not be adequate to cover
actual or liquidated damages for the anticipated delay;
vi. Failure of the Contractor to submit proper Invoices with all required attachments and supporting
documentation; or
vii. Failure of the Contractor to comply with any material provision of the Contract Documents.
E. Notice is hereby given of Article VIII, §1 of the Austin City Charter which prohibits the payment of any
money to any person, firm or corporation who is in arrears to the City for taxes, and of §2-8-3 of the
Austin City Code concerning the right of the City to offset indebtedness owed the City.
F. The Contractor agrees to accept payment by either credit card, check or Electronic Funds Transfer for
all goods and/or services provided under the Contract. The Contractor shall factor the cost of processing
credit card payments into the Offer. There shall be no additional charges, surcharges, or penalties to
the City for payments made by credit card.
G. The awarding or continuation of this Contract is dependent upon the availability of funding. The City’s
payment obligations are payable only and solely from funds appropriated and available for this
Contract. The absence of appropriated or other lawfully available funds shall render the Contract null
and void to the extent funds are not appropriated or available and any Deliverables delivered but
unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the
failure of the City to make an adequate appropriation for any fiscal year to pay the amounts due under
the Contract, or the reduction of any appropriation to an amount insufficient to permit the City to pay
its obligations under the Contract. In the event of inadequate appropriation of funds, there will be no
penalty nor removal fees charged to the City. The City shall pay the Contractor, to the extent of funds
appropriated or otherwise legally available for such purposes, for all goods delivered and services
performed, and obligations incurred prior to the date of notice of non-appropriation.
1.5 FINAL PAYMENT AND CLOSE OUT:
A. If a Minority-Owned Business Enterprise/Women-Owned Business Enterprise (MBE/WBE) Program
Compliance Plan is required by the Solicitation, and the Contractor has identified Subcontractors, the
Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Project
Manager or Contract Manager no later than the 15th calendar day after completion of all work under
the Contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance
with the requirements of the Compliance Plan as accepted by the City.
B. The making and acceptance of final payment will constitute:
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 3 Rev. 09-21-2023
i. A waiver of all claims by the City against the Contractor, except claims (1) which have been
previously asserted in writing and not yet settled, (2) arising from defective work appearing after
final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms
of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the
Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the
City’s right to audit; and
ii. A waiver of all claims by the Contractor against the City other than those previously asserted in
writing and not yet settled.
1.6 SPECIAL TOOLS & TEST EQUIPMENT:
If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated
or required by the Contractor for the purpose of filling this Order, such special tooling equipment and any
process sheets related thereto shall become the property of the City and shall be identified by the
Contractor as such.
1.7 AUDITS AND RECORDS:
A. The Contractor agrees that the representatives of the Office of the City Auditor or other authorized
representatives of the City shall have access to, and the right to audit, examine, or reproduce, any and
all records of the Contractor related to the performance, including security audits, under this Contract,
at the City’s expense. The Contractor agrees to refund to the City any overpayments disclosed by any
such audit. The City agrees to protect from disclosure Contractor’s confidential and proprietary
information disclosed during an audit to the same extent it protects its own confidential and proprietary
information, subject to the requirements of the Texas Public Information Act, Chapter 2251, Texas
Government Code.
B. Records Retention:
i. Contractor is subject to City Code Chapter 2-11 (Records Management), and as it may subsequently
be amended.
ii. The Contractor shall retain all records for a period of three years after final payment on this
Contract or until all audit and litigation matters that the City has brought to the attention of the
Contractor are resolved, whichever is longer.
1.8 FINANCIAL DISCLOSURES AND ASSURANCE:
The City may request and review financial information as the City requires to determine the credit
worthiness of the Contractor, including but not limited to, annual reports, audited financial Statements and
reports, bank letters of credit or other credit instruments. Failure of the Contractor to comply with this
requirement shall be grounds for terminating the Contract.
1.9 RIGHT TO ASSURANCE:
Whenever one party to the Contract in good faith has reason to question the other party’s intent to
perform, demand may be made to the other party for written assurance of the intent to perform. If no
assurance is given within the time specified after demand is made, the demanding party may treat this
failure as an anticipatory repudiation of the Contract.
1.10 STOP WORK NOTICE:
The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a
manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the
City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 4 Rev. 09-21-2023
by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all
costs incurred by the City as a result of the issuance of such Stop Work Notice.
1.11 DEFAULT:
The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully
perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of
performance, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d)
makes a material misrepresentation in Contractor’s Offer, or in any report or Deliverable required to be
submitted by the Contractor to the City. The City shall be in default if it fails to make payment in accordance
with the Payment terms of this Contract.
1.12 TERMINATION FOR CAUSE:
In the event of a default by either party, the non-defaulting party shall have the right to terminate the
Contract for cause, by written notice effective ten 30 calendar days, unless otherwise specified, after the
date of such notice, unless the defaulting party, within such 30 day period, cures such default, or provides
evidence sufficient to prove to the non-defaulting party’s reasonable satisfaction that such default does
not, in fact, exist. Additionally, the City shall have the right to act in accordance with the terms defined by
“City of Austin Purchasing Office Probation, Suspension and Debarment Rules for Vendors.” In addition to
any other remedy available under law or in equity, either party shall be entitled to recover all actual
damages, costs, losses and expenses, incurred by the party as a result of the Contractor’s default, including,
without limitation, cost of cover, court costs, and prejudgment and post-judgment interest at the maximum
lawful rate. All rights and remedies under the Contract are cumulative and not exclusive of any other right
or remedy provided by law. In the event of termination of the Contract under this Section, the Contractor
shall handover all complete and partially complete Work Products and Documentation developed under
this Contract.
1.13 ATTORNEY’S FEES:
In consideration of the award and execution of this Contract and in consideration of the City’s waiver of its
right to attorney’s fees, the Contractor knowingly and intentionally waives its right to attorney’s fees under
§271.153, Texas Local Government Code, in any administrative proceeding, alternative dispute resolution
proceeding, or litigation arising out of or connected to this Contract.
1.14 TERMINATION WITHOUT CAUSE:
The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon 30
calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly
cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of
termination. The City shall pay the Contractor, to the extent of funds appropriated or otherwise legally
available for such purposes, for all goods delivered and services performed, and obligations incurred prior
to the date of termination in accordance with the terms hereof. In the event of termination of the Contract
under this Section, the Contractor shall handover all complete and partially complete Work Products and
Documentation developed under this Contract.
1.15 FRAUD:
Fraudulent Statements by the Contractor on any Offer or in any report or Deliverable required to be
submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by
the City and may result in legal action.
1.16 DELAYS:
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 5 Rev. 09-21-2023
The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City
deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract,
the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in
the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an
adjustment within 30 calendar days from the date of receipt of the notice of delay. Failure to agree on any
adjusted price shall be handled under the Dispute Resolution Clause. However, nothing in this provision
shall excuse the Contractor from delaying the delivery as notified.
1.17 FORCE MAJEURE:
Contractor may be excused from performance under the Contract for any period when performance is
prevented as the result of an act of God, strike, war, civil disturbance, epidemic, pandemic, sovereign
conduct, or court order provided that the Contractor experiences the event of force majeure and prudently
and promptly acts to take any and all steps that are within the Contractor’s control to ensure performance
and to shorten the duration of the event of force majeure. Contractor shall provide notice of the force
majeure event to the City within three (3) business days of the event or delay, whichever occurs later, to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure
to perform. Subject to this provision, such non-performance shall not be deemed a default or a ground for
termination. However, the City may terminate an order under the Contract if it is determined by the City
that the Contractor will not be able to deliver goods or services in a timely manner to meet the business
needs of the City.
1.18 INDEMNITY:
A. IN THIS SECTION, THE FOLLOWING TERMS HAVE THE MEANINGS ASSIGNED BELOW:
(1) “INDEMNIFIED PARTY” IS THE CITY AND THE CITY’S OFFICERS, ELECTED AND APPOINTED OFFICIALS,
EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS.
(2) “INDEMNIFYING PARTY” IS THE CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES,
SUBCONTRACTORS, SUCCESSORS AND ASSIGNS.
(3) THE INDEMNIFYING PARTY SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND THE INDEMNIFIED
PARTY AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, DEFICIENCIES, CLAIMS, CAUSES OF
ACTION, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, PENALTIES, FINES, COSTS OR EXPENSES,
INCLUDING PROFESSIONAL FEES AND ATTORNEYS’ FEES, THAT ARE INCURRED BY THE INDEMNIFIED
PARTY ARISING OUT OF ANY DIRECT OR THIRD PARTY CLAIM OF:
i. BREACH OR NON-FULFILLMENT OF ANY PROVISION OF THIS CONTRACT BY THE INDEMNIFYING
PARTY;
ii. ANY FALSE REPRESENTATION OR WARRANTY MADE BY THE INDEMNIFYING PARTY IN THIS
CONTRACT OR IN THE INDEMNIFYING PARTY’S PROPOSAL/RESPONSE LEADING TO THIS
CONTRACT;
iii. ANY NEGLIGENT OR MORE CULPABLE ACT OR OMISSION OF THE INDEMNIFYING PARTY,
INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT, RELATED TO THE PERFORMANCE OF ITS
OBLIGATIONS UNDER THIS CONTRACT;
iv. BODILY INJURY; DEATH OF ANY PERSON; OCCUPATIONAL ILLNESS OR DISEASE; LOSS OF
SERVICES, WAGES, OR INCOME; OR DAMAGE TO REAL OR PERSONAL PROPERTY CAUSED BY
THE NEGLIGENT OR MORE CULPABLE ACTS OR OMISSIONS OF INDEMNIFYING PARTY,
INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT; OR
v. ANY FAILURE OF THE INDEMNIFYING PARTY TO COMPLY WITH ANY APPLICABLE FEDERAL,
STATE, OR LOCAL LAWS, REGULATIONS, OR CODES RELATED TO THE PERFORMANCE OF ITS
OBLIGATIONS UNDER THIS CONTRACT.
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 6 Rev. 09-21-2023
B. THE INDEMNIFIED PARTY SHALL GIVE THE INDEMNIFYING PARTY WRITTEN NOTICE (A “CLAIM NOTICE”)
OF ANY CLAIM RECEIVED RELATED TO THIS CONTRACT. THE INDEMNIFYING PARTY’S DUTY TO DEFEND
APPLIES IMMEDIATELY. THE INDEMNIFIED PARTY’S FAILURE TO PROVIDE A CLAIM NOTICE TO THE
INDEMNIFYING PARTY DOES NOT RELIEVE THE INDEMNIFYING PARTY OF ITS DUTY TO INDEMNIFY,
HOLD HARMLESS AND DEFEND THE INDEMNIFIED PARTY.
C. THE INDEMNIFIED PARTY MAY SELECT ITS OWN LEGAL COUNSEL TO REPRESENT ITS INTERESTS. THE
INDEMNIFYING PARTY SHALL:
i. REIMBURSE THE INDEMNIFIED PARTY FOR ITS REASONABLE COSTS AND ATTORNEY’S FEES
IMMEDIATELY UPON REQUEST, AS THEY ARE INCURRED, AND
ii. REMAIN RESPONSIBLE TO THE INDEMNIFIED PARTY FOR ANY LOSSES INDEMNIFIED UNDER THIS
SECTION.
D. THE INDEMNIFYING PARTY SHALL GIVE PROMPT, WRITTEN NOTICE TO THE INDEMNIFIED PARTY OF
ANY PROPOSED SETTLEMENT OF A CLAIM THAT IS INDEMNIFIABLE UNDER THIS SECTION. THE
INDEMNIFYING PARTY MAY NOT, WITHOUT THE INDEMNIFIED PARTY’S PRIOR, WRITTEN CONSENT,
SETTLE OR COMPROMISE ANY CLAIM OR CONSENT TO THE ENTRY OF ANY JUDGMENT REGARDING
WHICH INDEMNIFICATION IS BEING SOUGHT UNDER THIS SECTION.
E. MAINTENANCE OF THE INSURANCE REQUIRED BY THIS CONTRACT SHALL NOT LIMIT THE
INDEMNIFYING PARTY’S OBLIGATIONS UNDER THIS SECTION. THE INDEMNIFYING PARTY SHALL
REQUIRE ALL SUBCONTRACTORS TO INDEMNIFY THE CITY IN THE SAME MANNER AS PROVIDED IN THIS
SECTION.
1.19 NOTICES:
Unless otherwise specified, all notices, requests, or other communications required or appropriate to be
given under the Contract shall be in writing and shall be deemed delivered three business days after
postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices
delivered by other means shall be deemed delivered upon receipt by the addressee. Notices to the
Contractor shall be sent to the address registered with the City. Notices to the City shall be addressed to
the City at P.O. Box 1088, Austin, Texas 78767 and marked to the attention of the assigned Procurement
Specialist.
1.20 CONFIDENTIALITY:
The Parties may be granted access to certain of the other Party’s or Licensor’s Confidential Information
(including inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which the Party or its licensors consider confidential) (Confidential
Information) to provide the Deliverables to the City. The Parties acknowledge and agree that the
Confidential Information is the valuable property of the disclosing Party and its licensors and any
unauthorized use, disclosure, dissemination, or other release of the Confidential Information will
substantially injure the disclosing Party and its licensors. The receiving Party (including its employees,
Subcontractors, agents, or representatives) agrees it will maintain the Confidential Information in strict
confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential
Information without prior written consent of disclosing Party, or in a manner not expressly permitted under
this Contract, unless the Confidential Information is required to be disclosed by law or an Order of a court
or other governmental authority (including a Texas Attorney General opinion) with proper jurisdiction. In
all cases, the receiving Party agrees to promptly notify the disclosing Party before disclosing Confidential
Information to permit the disclosing Party reasonable time to seek an appropriate protective Order. The
receiving Party agrees to use protective measures no less stringent than the receiving Party uses in its
business to protect its own most valuable information. In all circumstances, the receiving Party’s protective
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 7 Rev. 09-21-2023
measures must be at least reasonable measures to ensure the continued confidentiality of the Confidential
Information.
A. The Parties agree: (i) not to use Confidential Information for any reason other than for the purpose of
providing or receiving the Deliverables, (ii) not to disclose Confidential Information to any third party
other than to its employees who have a need to know the Confidential Information for furtherance of
providing the Deliverables, and (iii) to promptly notify the disclosing Party of any request for
Confidential Information to be disclosed under any law or order of any court or other governmental
authority with proper jurisdiction, so as to permit disclosing Party reasonable time to seek an
appropriate protective order.
B. All Confidential Information and derivations thereof shall remain the sole and exclusive property of
disclosing Party, and no license or other right to the Confidential Information or intellectual property is
granted or implied hereby. Upon the written request of disclosing Party, the receiving Party shall
promptly return to disclosing Party all tangible items of Confidential Information furnished by disclosing
Party and all copies thereof or certify in writing that all Confidential Information, including all copies,
has been destroyed.
C. No expiration or termination of the Contract shall affect either Party’s rights or obligations with respect
to Confidential Information.
D. The Parties acknowledge and agree that any breach or threatened breach of the Contract could cause
harm for which money damages may not provide an adequate remedy.
E. The parties agree that in the event of such a breach or threatened breach of the Contract, in addition
to any other available remedies, City may seek temporary and permanent injunctive relief restraining
the Contractor from disclosing or using, in whole or in part, any Confidential Information.
1.21 TEXAS PUBLIC INFORMATION ACT:
A. All material submitted by the Contractor to the City related to the Contract may become subject to
public disclosure upon receipt by the City. Any portions of such material claimed by the Contractor to
be proprietary must be clearly marked as such. Determination of the public nature of the material is
subject to the Texas Public Information Act, Chapter 552, Texas Government Code.
B. In accordance with Texas Government Code §552.372, if this Contract has a stated expenditure of at
least $1 million in public funds for the purchase of goods or services by the City or results in the
expenditure of at least $1 million in public funds for the purchase of goods or services by the City in a
fiscal year, Contractor agrees to:
i. Preserve all Contracting information related to the Contract as provided by the records retention
requirements in the AUDITS AND RECORDS Section of the Contract;
ii. Promptly provide to the City any Contracting information related to the Contract that is in the
custody or possession of Contractor on request of the City; and
iii. On completion of the Contract, either:
(1) Provide at no cost to the City all Contracting information related to the Contract that is in the
custody or possession of Contractor; or
(2) Preserve the Contracting information related to the Contract as provided by the records
retention requirements in the AUDITS AND RECORDS Section of the Contract.
C. The requirements of Subchapter J, Chapter 552, Texas Government Code, may apply to this Contract,
and the Contractor agrees that the Contract can be terminated if the Contractor knowingly or
intentionally fails to comply with a requirement of that Subchapter.
1.22 PUBLICATIONS:
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 8 Rev. 09-21-2023
All published material and written reports submitted under the Contract must be originally developed
material unless otherwise specifically provided in the Contract. When material not originally developed is
included in a report in any form, the source shall be identified.
1.23 ADVERTISING:
The Contractor shall not advertise or publish, without the City’s prior written consent, the fact that the City
has entered into the Contract, except to the extent required by law.
1.24 NO CONTINGENT FEES:
The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure
the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent
fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by
the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall
have the right, in addition to any other remedy available, to cancel the Contract without liability and to
deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such
commission, percentage, brokerage or contingent fee.
1.25 GRATUTIES:
The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by
the City that gratuities were Offered or given by the Contractor or any agent or representative of the
Contractor to any officer or employee of the City of Austin with a view toward securing the Contract or
securing favorable treatment with respect to the awarding or amending or the making of any
determinations with respect to the performing of such Contract. In the event the Contract is canceled by
the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies,
to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities.
1.26 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS:
No officer, employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any Solicitation shall have a
financial interest, direct or indirect, in the Contract resulting from that Solicitation. Any willful violation of
this Section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject
to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge,
expressed or implied, of the Contractor shall render the Contract voidable by the City.
1.27 INDEPENDENT CONTRACTOR:
The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a
joint venture. The Contractor’s services shall be those of an independent Contractor. The Contractor agrees
and understands that the Contract does not grant any rights or privileges established for employees of the
City.
1.28 ASSIGNMENT DELEGATION:
The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their
respective successors and assigns, provided however, that no right or interest in the Contract shall be
assigned and no obligation shall be delegated by the Contractor without the prior written consent of the
City. The Contractor shall be authorized to utilize independent contractors to provide services. Any
attempted assignment or delegation by the Contractor shall be void unless made in conformity with this
Paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party
hereto; it being the intention of the parties that there be no third-party beneficiaries to the Contract.
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 9 Rev. 09-21-2023
1.29 WAIVER:
The claim or right arising out of a breach of the Contract cannot be discharged in whole or in part by a
waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration
and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or
more events of default by the other party shall operate as, or be construed to be, a permanent waiver of
any rights or obligations under the Contract, or an express or implied acceptance of any other existing or
future default or defaults, whether of a similar or different character.
1.30 MODIFICATIONS:
The Contract can be modified or amended only in writing and signed by both parties. No pre-printed or
similar terms on any Contractor Invoice, Order, clickwrap agreement or other document shall have any
force or effect to change the terms, covenants, and conditions of the Contract.
1.31 INTERPRETATION:
The Contract is intended by the parties as a final, complete and exclusive Statement of the terms of their
agreement. No course of prior dealing between the parties or course of performance or usage of the trade
shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have
been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a
manner to be fair to both parties, reading no provisions more strictly against one party or the other.
Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the
Contract, the UCC definition shall control, unless otherwise defined in the Contract.
1.32 DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate
prior to prosecuting a suit for damages. However, this Section does not prohibit the filing of a lawsuit
to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written
request for a meeting between representatives of each party within 14 calendar days after receipt of
the request or such later period as agreed by the parties. Each party shall include, at a minimum, one
senior level individual with decision-making authority regarding the dispute. The purpose of this and
any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within
30 calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the
dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a
written agreement signed by both parties, in which event the parties may proceed directly to mediation
as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within 30 calendar days, a mediator trained in mediation skills to assist
with resolution of the dispute. Should they choose this option, the City and the Contractor agree to act
in good faith in the selection of the mediator and to consider qualified individuals nominated to act as
mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is
trained in the subject matter of the dispute or a Contract interpretation expert. If the parties fail to
agree on a mediator within 30 calendar days of initiation of the mediation process, the mediator shall
be selected by the Travis County Dispute Resolution Center. The parties agree to participate in
mediation in good faith for up to 30 calendar days from the date of the first mediation session. The City
and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
1.33 JURISDICTION AND VENUE:
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 10 Rev. 09-21-2023
The Contract is made under and shall be governed by the laws of the State of Texas, including, when
applicable, the Uniform Commercial Code as adopted in Texas, Bus. & Comm. Code, Chapter 1, excluding
any rule or principle that would refer to and apply the substantive law of another State or jurisdiction. All
issues arising from this Contract shall be resolved in the courts of Travis County, Texas and the parties agree
to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief
from any competent authority as contemplated herein.
1.34 INVALIDITY:
The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity
or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed
severed from the Contract and the balance of the Contract shall be construed and enforced as if the
Contract did not contain the particular portion or provision held to be void. The parties further agree to
reform the Contract to replace any stricken provision with a valid provision that comes as close as possible
to the intent of the stricken provision. The provisions of this Section shall not prevent this entire Contract
from being void should a provision which is the essence of the Contract be determined to be void.
1.35 HOLIDAYS:
Dates for the holidays observed by the City can be found here
https://www.austintexas.gov/department/official-city-holidays
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on
Sunday, it will be observed on the following Monday.
1.36 SURVIVABILITY OF OBLIGATIONS:
All provisions of the Contract that impose continuing obligations on the parties, including but not limited to
the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or
termination of the Contract.
1.37 COOPERATIVE CONTRACT:
A. The City has entered into Interlocal Purchasing Agreements with other governmental entities, for the
purpose of accessing their cooperative contracts and making available our cooperative contracts,
pursuant to the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code. The Contractor
agrees to offer the same prices and terms and conditions of this cooperative contract to other eligible
governmental agencies that have entered into an interlocal agreement with the City for the purpose of
accessing the City’s cooperative contracts.
B. The City does not accept any responsibility or liability for the purchases by other governmental entities
made under a separate contract based on this cooperative contract.
1.38 EQUAL OPPORTUNITY:
A. Equal Employment Opportunity: No Contractor, or Contractor’s agent, shall engage in any
discriminatory employment practice as defined in Chapter 5-4 of the City Code. No Offer submitted to
the City shall be considered, nor any Purchase Order issued, or any Contract awarded by the City unless
the Offeror has executed and filed with the City Purchasing Office a current Non-Discrimination
Certification. Non-compliance with Chapter 5-4 of the City Code may result in sanctions, including
termination of the Contract and the Contractor’s suspension or debarment from participation on future
City Contracts until deemed compliant with Chapter 5-4.
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 11 Rev. 09-21-2023
B. Non-Retaliation: The Contractor agrees to prohibit retaliation, discharge or otherwise discrimination
against any employee or applicant for employment who has inquired about, discussed or disclosed their
compensation.
C. Americans with Disabilities Act (ADA) Compliance: No Contractor, or Contractor’s agent, shall engage
in any discriminatory practice against individuals with disabilities as defined in the ADA, including but
not limited to: employment, accessibility to goods and services, reasonable accommodations, and
effective communications.
1.39 ECONOMIC PRICE ADJUSTMENT:
A. Price Adjustments: Prices shown in this Contract shall remain firm for the first 12 of calendar
days/months of the Contract. After that, in recognition of the potential for fluctuation of the
Contractor’s cost, a price adjustment (increase or decrease) may be requested by either the City or the
Contractor on the anniversary date of the Contract or as may otherwise be specified herein. The
percentage change between the Contract price and the requested price shall not exceed the percentage
change between the specified index in effect on the date the Solicitation closed and the most recent,
non-preliminary data at the time the price adjustment is requested. The requested price adjustment
shall not exceed10 percent for any single line item and in no event shall the total amount of the Contract
be automatically adjusted as a result of the change in one or more-line items made pursuant to this
provision. Prices for products or services unaffected by verifiable cost trends shall not be subject to
adjustment.
B. Effective Date: Approved price adjustments will go into effect on the first day of the upcoming renewal
period or anniversary date of Contract award and remain in effect until Contract expiration unless
changed by subsequent amendment.
C. Adjustments: A request for price adjustment must be made in writing and submitted to the other Party
prior to the yearly anniversary date of the Contract; adjustments may only be considered at that time
unless otherwise specified herein. Requested adjustments must be solely for the purpose of
accommodating changes in the Contractor’s direct costs. Contractor shall provide an updated price
listing once agreed to adjustment(s) have been approved by the parties.
D. Indexes: In most cases an index from the Bureau of Labor Standards will be utilized; however, if there
is more appropriate, industry recognized standard then that index may be selected.
i. The following definitions apply:
(1) Base Period: Month and year of the original Contracted price (the Solicitation close date).
(2) Base Price: Initial price quoted, proposed and/or Contracted per unit of measure.
(3) Adjusted Price: Base Price after it has been adjusted in accordance with the applicable index change
and instructions provided.
(4) Change Factor: The multiplier utilized to adjust the Base Price to the Adjusted Price.
(5) Weight %: The percent of the Base Price subject to adjustment based on an index change.
a. Adjustment-Request Review: Each adjustment-request received will be reviewed and
compared to changes in the index(es) identified below. Where applicable:
i. Utilize final Compilation data instead of Preliminary data
ii. If the referenced index is no longer available shift up to the next higher category index.
iii. Index Identification: Complete.
Weight % or $ of Base Price: 100%
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 12 Rev. 09-21-2023
Database Name: U.S. Bureau of Labor Statistics
Series ID: CEU0700000001
Not Seasonally Adjusted Seasonally Adjusted
Geographical Area: ALL
Description of Series ID: Service-providing
This Index shall apply to the following items of the Bid Sheet / Cost Proposal: ALL
E. Calculation: Price adjustment will be calculated as follows:
Single Index: Adjust the Base Price by the same factor calculated for the index change.
Index at time of calculation
Divided by index on Solicitation close date
Equals Change Factor
Multiplied by the Base Rate
Equals the Adjusted Price
F. If the requested adjustment is not supported by the referenced index, the City, at its sole discretion,
may consider approving an adjustment on fully documented market increases.
1.40 INSURANCE:
A GENERAL INSURANCE REQUIREMENTS:
i. The Contractor shall provide a Certificate of Insurance as verification of coverages and
endorsements required in Section B., Specific Insurance Requirements, to the City prior to Contract
execution and within 14 calendar days after written request from the City. Failure to provide the
required Certificate of Insurance may subject the Offer to disqualification from consideration for
award. The Contractor must also forward a Certificate of Insurance to the City whenever a
previously identified policy period has expired, or an extension option or hold over period is
exercised, as verification of continuing coverage.
ii. All endorsements naming the City as additional insured, waivers, and notices of cancellation shall
indicate, and the Certificate of Insurance shall be mailed to the following address:
City of Austin Purchasing Office
P.O. Box 1088
Austin, Texas 78767
OR
PURInsuranceCompliance@austinTexas.gov
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 13 Rev. 09-21-2023
iii. The Contractor shall not commence work until the required insurance is obtained and until such
insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or
decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of
liability on the part of the Contractor.
iv. The City may request that the Contractor submit certificates of insurance to the City for all
Subcontractors prior to the Subcontractors commencing work on the project.
v. The Contractor’s and all Subcontractors’ insurance coverage shall be written by companies
authorized to do business in the State of Texas and have an A.M. Best rating of B+VII or better.
vi. The “other” insurance clause shall not apply to the City where the City is an additional insured
shown on any policy. It is intended that policies required in the Contract, covering both the City and
the Contractor, shall be considered primary coverage as applicable.
vii. If insurance policies are not written for amounts specified in Section B., Specific Insurance
Requirements, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences
in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary
coverage.
viii. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review
certified copies of policies and endorsements thereto and may make any reasonable requests for
deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions
except where policy provisions are established by law or regulations binding upon either of the
parties hereto or the underwriter on any such policies.
ix. The City reserves the right to review the insurance requirements set forth during the effective
period of the Contract and to make reasonable adjustments to insurance coverage, limits, and
exclusions when deemed necessary and prudent by the City based upon changes in exposure,
statutory law, court decisions, the claims history of the industry or financial condition of the
insurance company as well as the Contractor.
x. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse
during the term of the Contract or as required in the Contract.
xi. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any,
stated in policies. Self-insured retentions greater than $499,999 shall be disclosed on the Certificate
of Insurance.
xii. If any required insurance is written on a claims-made basis, the Certificate of Insurance shall state
that the coverage is claims-made and the retroactive date shall be prior to or coincident with the
date of the Contract and the coverage continuous and shall be provided for 24 months following
the completion of the Contract.
xiii. The insurance coverages specified in Section B., Specific Insurance Requirements, are required
minimums and are not intended to limit the responsibility or liability of the Contractor.
B. Specific Insurance Coverage Requirements: The Contractor, consistent with its status as an independent
Contractor shall carry and will cause its Subcontractors to carry, at a minimum insurance in the types and
amounts indicated below for the duration of the Contract, including extension options and hold over
periods, and during any warranty period.
i. Worker’s Compensation and Employers’ Liability Insurance: Coverage shall be consistent with
statutory benefits outlined in the Texas Worker’s Compensation Act (Section 401). The minimum
policy limits for Employer’s Liability are $100,000 bodily injury each accident, $500,000 bodily injury
by disease policy limit and $100,000 bodily injury by disease each employee.
(1) The Contractor’s policy shall apply to the State of Texas and include these endorsements in favor
of the City of Austin:
a. Waiver of Subrogation, Form WC420304, or equivalent coverage;
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 14 Rev. 09-21-2023
b. 30 Days’ Notice of Cancellation, Form WC420601, or equivalent coverage.
ii. Commercial General Liability Insurance: Coverage with minimum bodily injury and property
damage per occurrence limits of $500,000 for coverages A (Bodily Injury and Property Damage) and
B (Personal and Advertising Injury).
(1) The policy shall contain the following provisions:
a. Contractual liability coverage for liability assumed under the Contract and all other Contracts
related to the project;
b. Independent Contractors coverage (Contractor/Subcontracted work);
c. Products/Completed Operations Liability for the duration of the warranty period;
d. If the project involves digging or drilling, provide Explosion, Collapse, and Underground (X, C, &
U) Coverage.
(2) The policy shall also include these endorsements in favor of the City of Austin:
a. Waiver of Subrogation, Endorsement CG 2404, or equivalent coverage;
b. 30 Days’ Notice of Cancellation, Endorsement CG 0205, or equivalent coverage;
c. The City of Austin listed as an additional insured, Endorsement CG 2010, or equivalent
coverage.
iii. Business Automobile Liability Insurance: Coverage f or all owned, non-owned and hired vehicles
with a minimum combined single limit of $500,000 per occurrence for bodily injury and property
damage. Alternate acceptable limits are $250,000 bodily injury per person, $500,000 bodily injury
per occurrence and at least $100,000 property damage liability per accident.
(1) The policy shall include these endorsements in favor of the City of Austin:
a. Waiver of Subrogation, Endorsement CA0444, or equivalent coverage;
b. 30 Days’ Notice of Cancellation, Endorsement CA0244, or equivalent coverage;
c. The City of Austin listed as an additional insured, Endorsement CA2048, or equivalent coverage.
iv. Professional Liability/Technology Errors and Omissions Insurance: The Contractor shall provide
coverage, at a minimum limit of $1,000,000per claim, to pay on behalf of the assured all sums which
the assured shall become legally obligated to pay as damages by reason of any negligent act, error,
omission, or breach of security (including but not limited to any confidential or private information)
arising out of the performance of professional services under this Agreement. The required
coverage shall extend to technology licensed and/or purchased, including any Software licensed or
Hardware purchased under this Contract.
v. Cyber Liability Insurance: Coverage of not less than $2,000,000 providing coverage for damages
and claims expenses, including notification expenses, arising from (1) breach of network security,
(2) alteration, corruption, destruction or deletion of information stored or processed on a computer
system, (3)invasion of privacy, including identity theft and unauthorized transmission or publication
of personal information, (4) unauthorized access and use of computer systems, including hackers
(5) the transmission of malicious code, and (6) website content, including claims of libel, slander,
trade libel, defamation, infringement of copyright, trademark and trade dress and invasion of
privacy.
C. Endorsements: The specific insurance coverage endorsements specified above, or their equivalents
must be provided. If endorsements, which are the equivalent of the required coverage, are proposed
to be substituted for the required coverage, copies of the equivalent endorsements must be provided
for the City’s review and approval.
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 15 Rev. 09-21-2023
2 SERVICES
2.1 ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES AND/OR SERVICES:
If, instead of requiring immediate correction or removal and replacement of defective or non-conforming
Deliverables or Services, the City prefers to accept it, the City may do so. The Contractor shall pay all claims,
costs, losses and damages attributable to the City’s evaluation of and determination to accept such
defective or non-conforming Deliverables or Services. If any such acceptance occurs prior to final payment,
the City may deduct such amounts as are necessary to compensate the City for the diminished value of the
defective or non-conforming Deliverables or Services. If the acceptance occurs after final payment, such
amount will be refunded to the City by the Contractor within 30 calendar days of notification provided by
the City.
2.2 WORKFORCE:
A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the
services which they will perform under the Contract.
B. The Contractor, its employees, Subcontractors, and Subcontractor's employees may not while engaged
in participating or responding to a Solicitation or while in the course and scope of delivering goods or
services under a City of Austin Contract or on the City's property:
i. Illegally use or possess a firearm, except as required by the terms of the Contract; or
ii. Use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor
may such workers be intoxicated, or under the influence of alcohol or drugs, on the job.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly
or disobedient, has knowingly or repeatedly violated safety regulations, has illegally possessed any
firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor
shall immediately remove such worker from Contract services, and may not employ such worker again
on Contract services without the City's prior written consent.
2.3 GUARANTEE – SERVICES:
The Contractor warrants and represents that all services to be provided to the City under the Contract will
be fully and timely performed in a good and workmanlike manner in accordance with generally accepted
industry standards and practices following the terms, conditions, and covenants of the Contract, and all
applicable Federal, State and local laws, rules or regulations.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by
law, and any attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from Final
Acceptance Date. The maintenance period shall not begin until after the Final Acceptance Date and no
associated maintenance fees will be charged until commencement of the maintenance period. If during
the warranty period, one or more of the above warranties are breached, the Contractor shall promptly
upon receipt of demand perform the services again in accordance with the services warranty standard
at no additional cost to the City. All costs incidental to such additional performance shall be borne by
the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty
within 30 calendar days of discovery of the breach of warranty, but failure to give timely notice shall
not impair the City’s rights under this Section.
C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard
as required by the City, then in addition to any other available remedy, the City may reduce the amount
of services it may be required to purchase under the Contract from the Contractor and purchase
conforming services from other sources. In such event, the Contractor shall pay to the City upon
demand the increased cost, if any, incurred by the City to procure such services from another source.
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 16 Rev. 09-21-2023
2.4 DATA SECURITY:
The Contractor shall:
A. Notify the City of a Security Incident as soon as practicable, but no later than 24 hours after the
Contractor becomes aware of it; and
B. Notify the City Identified Contact of any of a Security Incidents by telephone at 512-974-4357 and email
at cybersecurity@austintexas.gov and AE-Exec-Info-Sec@austinenergy.com.
B. All vendors and subcontractors who have access to city data are required to have internal privacy and
security policies.
C. All vendors and subcontractors are required to provide proof of at least annual cybersecurity training
for all authorized persons with access to city data.
2.5 TRAVEL EXPENSES:
All travel, lodging and per diem expenses in connection with the Contract for which reimbursement may
be claimed by the Contractor under the terms of the Solicitation will be reviewed against the current
United States General Services Administration Domestic Per Diem rates as published and maintained
online at: https://www.gsa.gov/travel/plan-book/per-diem-rates
No amounts in excess of the Travel Policy or rates shall be paid. All Invoices must be accompanied by copies
of detailed itemized receipts (e.g. hotel bills, airline tickets). No reimbursement will be made for expenses
not actually incurred. Airline fares in excess of coach or economy will not be reimbursed. Mileage charges
may not exceed the amount permitted as a deduction in any year under the Internal Revenue Code or
Regulations.
2.6 PLACE AND CONDITION OF WORK:
The City shall provide the Contractor access to the sites where the Contractor is to perform the services as
required for the Contractor to perform the services in a timely and efficient manner, in accordance with
and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has
satisfied itself as to the nature of the City’s service requirements and Specifications, the location and
essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and
facilities necessary to perform the services, and any other condition or state of fact which could in any way
affect performance of the Contractor’s obligations under the Contract. The Contractor hereby releases and
holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual
site or service conditions differ from expected conditions.
2.7 COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS:
The Contractor, its Subcontractors, and their respective employees, shall comply fully with all applicable
Federal, State, and local health, safety, and environmental laws, ordinances, rules and regulations in the
performance of the services, including but not limited to those promulgated by the City and by the
Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety
requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all
claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach
of the Contractor’s obligations under this Paragraph.
2.8 NON-SOLICITATION:
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 17 Rev. 09-21-2023
A. During the term of the Contract, and for a period of 6 months following termination of the Contract,
the Contractor, its affiliate, or its agent shall not hire, employ, or solicit for employment or consulting
services, a City employee employed in a technical job classification in a City Department that engages
or uses the services of a Contractor employee.
B. If a breach of Paragraph A occurs the Contractor shall pay liquidated damages to the City in an amount
equal to the greater of: (i) one year of the employee’s annual compensation; or (ii) 50percent of the
employee’s annual compensation while employed by the City. The Contractor shall reimburse the City
for any fees and expenses incurred in the enforcement of this provision.
C. During the term of the Contract, and for a period of six months following termination of the Contract,
a Department that engages the services of the Contractor or uses the services of a Contractor employee
will not hire a Contractor employee while the employee is performing work under a Contract with the
City unless the City first obtains the Contractor’s approval.
D. Notwithstanding the foregoing, this provision shall be waived in the event an employee initiates an
unsolicited action based on public advertisements in newspapers, trade publications, or electronic job
boards.
2.9 WORKFORCE SECURITY CLEARANCE AND IDENTIFICATION (ID):
A. Access to the Department building by the Contractor, all Subcontractors and their employees will be
strictly controlled, at all times, by the City. Security badges will be issued by the Department for this
purpose. The Contractor shall submit a complete list of all persons requiring access to the building at
least 30 days in advance of their need for access. The City reserves the right to deny a security badge
to any Contractor personnel for reasonable cause. The City will notify the Contractor of any such denial
no more than 20 days after receipt of the Contractor’s submittal.
B. Where denial of access by a particular person may cause the Contractor to be unable to perform any
portion of the work of the Contract, the Contractor shall so notify the City’s Contract Manager, in
writing, within 10 days of the receipt of notification of denial.
C. Contractor personnel will be required to check in at the security desk when entering or leaving
the building and security badges must be on display, at all times, when in the building. Failure to do so
may be cause for removal of Contractor Personnel from the worksite, without regard to Contractor’s
schedule. Security badges may not be removed from the premises.
D. The Contractor shall provide the City’s Contract Manager with a list of personnel scheduled to enter the
building, seven days in advance. The list shall identify the persons by name, date of birth, driver’s license
number, the times that they will be inside the building and the areas where they will be working. Only
persons previously approved by the City for the issuance of security badges will be admitted to the
building.
E. The Contractor shall comply with all other security requirements imposed by the City and shall ensure
that all employees and Subcontractors are kept fully informed as to these requirements.
3 DEFINITIONS
1. “Affiliate” – including but not limited to, (i) Contractor’s parent, subsidiaries, sister companies,
partnerships, joint ventures, franchisees, assigns, business partners, contractors, subcontractors and
consultants, controlling, controlled by or under common control of Contractor as they may change from
time to time and (ii) Users, as they may change from time to time.
2. “Amendment” – a written document executed by both Parties that modifies the terms of this Contract,
including referenced attachments.
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 18 Rev. 09-21-2023
3. “Authorized Persons” – the Contractor personnel (including subcontractor personnel) located in the
contiguous United States having successfully completed the required background check and related
requirements of the Contract.
4. “Change Order Request” – the written document provided by the City to Contractor requesting changes
to Contractor’s obligations under this Contract.
5. “Change Order Response” – the written document provided to the City by Contractor in response to City’s
Change Order Request.
6. “City Confidential Information” – (a) information provided by the City that is marked or identified as
confidential, (b) information, including software, computer programs, documentation, processes,
procedures, techniques, technical, financial, customer, personnel and other business information of a non-
public nature that would reasonably be understood to be confidential whether or not marked or identified
as confidential, (c) information generated by Contractor (or subcontractor) that contains, reflects, or is
derived from Confidential Information, (d) Personal Identifying Information, (e) Restricted Data , and (f) all
other information made confidential by federal, state or local law or regulation. City Confidential
Information is part of City Data.
7. “City Data” – data or information (in any form) regarding the City or its customers that is created, collected,
provided, obtained, or otherwise made available in connection with this Contract to an Authorized Person.
8. “City Identified Contact” – the person or persons designated in writing by the City to receive security
incident notifications.
9. “City” – the City of Austin, Texas, a municipal corporation and subdivision of the State of Texas, or a
department of same.
10. “Cloud Service” – any Service made available to Users via the Internet from a provider's servers as opposed
to being provided from the City’s own on-premises servers. In this instance, it would mean such Services
provided by the Contractor.
11. “Confidential Information” – all written or oral information, which may be disclosed by either Party to the
other, related to the business operations of either Party or a third party that has been identified as
confidential or that by the nature of the information or the circumstances surrounding disclosure ought
reasonably to be treated as confidential; “City Confidential Information” is a subsets of Confidential
Information.
12. “Contract” – the final general authorizing document (including Change Orders thereto) utilized by the City
to procure Services from Contractor and any attachments and appendices attached thereto.
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 19 Rev. 09-21-2023
13. "Contract Price" – the total amount to be paid to Contractor under any Purchase Order as it may be
adjusted or changed in accordance with the terms of the final Contract.
14. “Contractor” – the contractor and its employees, subcontractors, agents and affiliates who are providing
the services agreed to under the contract.
15. “Contractor Information” – all techniques, algorithms and methods or rights thereto owned by or licensed
to Contractor during the term of this Contract and employed by Contractors in connection with the Services
provided to City.
16. “Contractor Software” – software that was developed or licensed to Contractor independent of this
Contract and which Contractor utilizes to provide the Subscription Services or the Non-subscription
Services.
17. “Data Breach” – the unauthorized access by a non-authorized person(s) that results in the use, disclosure
or theft of City’s or City’s customers’ unencrypted Personally Identifiable Information or City Confidential
Information.
18. “Documentation” – the documentation created by the Contractor for the Services provided but does not
include customized documentation prepared under the Contract and which are Deliverables under the
Contract, including the Statement of Work; such Deliverables are wholly owned by City and Contractor shall
make no claim to such Deliverables.
19. “Facility” – the City designated facility or location set forth in the Purchase Order where Services are to be
performed by Contractor or Supplier or software installed.
20. “FACTA” – the Fair and Accurate Credit Transactions Act, 15 U.S.C. §§ 1681-1681x.
21. “Final Acceptance Date” – the date upon which the City confirms that all Services and Work Products have
been completed and tested and function in accordance with the terms of the Contract.
22. “IaaS Subscription Schedule” – the document, part of the Contract, executed by both Parties that sets out
the Parties’ rights and obligations with respect to City’s access to and use of the IaaS services.
23. “Infrastructure-as-a-Service” (IaaS) – the capability provided to the consumer to provision processing,
storage, networks and other fundamental computing resources where the consumer is able to deploy and
run arbitrary software, which can include operating systems and applications. The consumer does not
manage or control the underlying cloud infrastructure but has control over operating systems, storage,
deployed applications and possibly limited control of select networking components (e.g., host firewalls).
24. “Non-Public Data” – data typically considered internal and used for city business or mission needs. All
information is considered Non-Public unless otherwise classified or explicitly defined through the
Information Governance Program or official policy or procedural documents.
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 20 Rev. 09-21-2023
25. “Public Data” means data typically created for public release or released to the public through management
decision and/or a public information request.
26. “Restricted Data” means data typically exempt from public disclosure requirements under the provisions
of applicable state or federal law. Examples of restricted information are regulated and confidential data.
27. “Non-Subscription Services” – the Services provided to City by Contractor under this Contract that are not
included in the definition of Subscription Services. Non-subscription Services shall include, but not be
limited to, consulting, implementation, customization and other services provided to City by Contractor
under this Contract, together with all documentation provided by or otherwise required of Contractor for
any of the consulting, implementation, customization or other Services it provides.
28. “PaaS Subscription Schedule” – the document, part of the Contract, executed by both Parties that sets out
the Parties’ rights and obligations with respect to City’s access to and use of the PaaS services.
29. “Party” or “Parties” – the City and Contractor, individually or together, as applicable.
30. “Personally Identifiable Information” – information that can be used to distinguish or trace an individual's
identity, either alone or when combined with other personal or identifying information that is linked or
linkable to a specific individual. PII includes, but is not limited to, personal information and/or personal
data. Some forms of PII are considered Restricted Data and require additional protection, including, but not
limited to, Sensitive Personal Information (SPI), Sensitive and/or Protected PII, and Protected Health
Information (PHI).
31. “Platform-as-a-Service” (PaaS) – the capability provided to the City to deploy onto the cloud infrastructure
consumer-created or -acquired applications created using programming languages and tools supported by
the provider. This capability does not necessarily preclude the use of compatible programming languages,
libraries, services and tools from other sources. The consumer does not manage or control the underlying
cloud infrastructure, including network, servers, operating systems or storage, but has control over the
deployed applications and possibly application hosting environment configurations.
32. “Purchase Order” – the general authorizing document (including Change Orders thereto) utilized by the
City to procure Services from Contractor under this Contract and any attachments and appendices attached
thereto.
33. “SaaS Software Application” and “SaaS Software” – the computer software listed on a SaaS Subscription
Schedule to which Contractor has granted City access and use as part of the Subscription Services. This
includes any customization, other derivative works, upgrades, releases, fixes, patches, etc. related to the
software that Contractor develops or deploys during the term of this Contract, together with all
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 21 Rev. 09-21-2023
documentation provided by or otherwise required of Contractor for any of the software, customization,
other derivative works, upgrades, releases, fixes, patches, etc.
34. “SaaS Subscription Schedule” – the document, part of the Contract, executed by both Parties that sets out
the Parties’ rights and obligations with respect to City’s access to and use of the SaaS Software Application.
35. “Security Incident” – any actual or potential unauthorized disclosure of, or unauthorized access to, City
Confidential Information; or a violation or imminent threat of violation of computer security policies,
acceptable use policies, or violation or imminent threat of violation of industry standard security practices.
36. “Service Level Agreement” (SLA) – a written agreement between both the City and the Contractor that is
subject to the terms and conditions of the Contract that, unless otherwise agreed, includes (1) the technical
service level performance promises, (i.e. metrics for performance and intervals for measure), (2) description
of service quality, (3) identification of roles and responsibilities, (4) security responsibilities and notice
requirements, (5) how disputes are discovered and addressed, and (6) any remedies for performance
failures by or otherwise required of Contractor for any of the software, customization, other derivative
works, upgrades, releases, fixes, patches, etc.
37. “Service Levels” – the performance specifications for work performed by the Contractor under a SaaS
Subscription Schedule or Statement of Work.
38. "Services" – work, direction of work, installation services, technical information, technical consulting,
software programming and development, software maintenance and support services, or other
professional and technical services furnished by Contractor as described in detail in the final Contract.
39. “Software” – the computer programs in source code, object code or binary form or in any other form,
including any related or included computer programs, whether owned by Licensor or licensed to Licensor
by a third party which has authorized Licensor to sublicense such computer programs, and including any
documentation or related materials concerning the application, use, training of users, theory of operation,
maintenance or any other aspect of the Software.
40. “Software-as-a-Service” (SaaS) – the Services provided to the City to use the Contractor’s offering running
on non-City owned infrastructure. The User does not manage or control the underlying cloud infrastructure
including network, servers, operating systems, storage or even individual application capabilities, with the
possible exception of limited user-specific application configuration settings.
41. “Specifications” – those technical specifications attached to the Contract and to which the Services and
Work Products supplied by Contractor must conform.
42. “Statement/Scope of Work” – a written statement of Deliverables including Services and, ultimately, the
Contract, which describes the City’s Service needs and expectations.
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 22 Rev. 09-21-2023
43. “Subscription Services” – City’s access to and use of and Contractor’s provision of the SaaS Software
Applications and other Services listed on a SaaS Subscription Schedule and in accordance with the terms
and conditions set forth in the SaaS Subscription Schedule and Contract documents, as appropriate.
44. “Third Party” – any natural person or legal entity other than Contractor and City.
45. “Transition Date” – the date upon which it is established to City’s satisfaction that the SaaS Software
Application is stable enough to support City’s production processing.
46. “User Information” – all information directly or indirectly obtained from Users accessing the SaaS Software
Applications where such information is obtained by Contractor or by any of its employees, representatives,
agents or any Third Parties having contractual privity with Contractor or who are under Contractor’s
supervision or control.
47. “User” – City’s employees, agents, consultants, outsourcing companies, contractors and others who are
authorized by City to access and use the SaaS Software Applications and any part or portion of the
Subscription Services or non-Subscription Services in the performance of their duties for City.
48. “Work Product” – all deliverables and other materials, products or modifications developed or prepared
for City by Contractor under this Contract, including without limitation, any integration software or other
software, all data, program images and text viewable on the Internet, any HTML code relating thereto, or
any program code, including program code created, developed or prepared by Contractor under or in
support of the performance of its obligations under this Contract, including manuals, training materials and
documentation, but excluding the Contractor’s Software.
Solicitation
COVER SHEET
(061720) www.austintexas.gov/purchasing
IDENTIFICATION
Number RFP 8700 ALD3035
Title Transcription Services
Summary Provide transcription services by offering a secure web-based transcription management
online system for the transfer of digital records and transcription retrieval
Type Request for Proposals (RFP)
Version
(Addenda)0
AUTHORIZED CONTACT PERSONS
Primary Al Drayton,Procurement Specialist III;(512)974-2298;alfonso.drayton@austintexas.gov
Secondary Bartley Tyler,Procurement Specialist III;(512)974-2023;bartley.tyler@austintexas.gov
Subcontractor
Questions
Small Minority Business Resources Department;(512)974-7600;
SMBRComplianceDocuments@austintexas.gov
Notes See Solicitation Instructions, 3.1 Authorized Contact Persons.
IMPORTANT DATES
OFFERS DUE
Date and
Time Thursday,May 18,2023,at 2:00 PM CST
Notes See Solicitation Instructions,5 Offer Submission.
OFFER OPENING
Date and
Time Thursday,May 18,2023,at 3:00 PM CST
Notes See Solicitation Instructions,5 Offer Submission.
QUESTIONS DUE
Date and
Time Tuesday,May 2,2023,at 3:00 PM CST
Submission
Method Email Only
Notes See Solicitation Instructions,3.2 Questions.
CITY OF AUSTIN Solicitation Cover Sheet
(061720) www.austintexas.gov/purchasing
PRE-OFFER CONFERENCE
Conference
(Yes/No)Yes
Mandatory
(Yes/No)No
Date and
Time Friday, April 28, 2023, at 1:30 PM CST
Location MS Teams Meeting
Notes
Microsoft Teams meeting
Join on your computer, mobile app or room device
Click here to join the meeting
Meeting ID: 268 280 291 951
Passcode: 8tC2SC
Download Teams | Join on the web
Or call in (audio only)
+1 512-831-7858,,129893033# United States, Austin
Phone Conference ID: 129 893 033#
Find a local number | Reset PIN
Learn More | Meeting options
PUBLISHED
Date Monday, April 24, 2023
Available
Online https://www.austintexas.gov/financeonline/account_services/solicitation/solicitations.cfm
Available
Hardcopy Purchasing Office;124 w.8th Street,Suite 300;Austin,TX 78701
SOLICITATION DOCUMENTS
Document name Pages Date
Solicitation Packet – RFP 8700 ALD3035 Includes the following:
Solicitation Cover Sheet 3
Solicitation Instructions 10
Terms and Conditions 23
Scope of Work 7
Subcontract Vendor List 3
Pricing Submittal –RFP 8700 ALD3035 – Complete and return
CITY OF AUSTIN Solicitation Cover Sheet
(061720) www.austintexas.gov/purchasing
SDVBE Preference Form -Complete and return
Offer and Certifications – RFP 8700 ALD3035 – Complete and return 7
MBE/WBE Compliance Plan –Complete and return 19
NIGP CODES
COMMODITY CODES
Code Description
96172 Transcription Services: Legal and Medical
96175 Translation Services
9617550 Translation Services, Multiple Languages
Solicitation
INSTRUCTIONS Solicitation No.
RFP 8700 ALD3035
Solicitation Instructions Page 1
1 REQUEST FOR PROPOSALS
1.1 Invitation. The City of Austin invites all Responsible Offerors to submit Proposals to provide the
goods and/or services described in this Solicitation.
1.2 Documents. This Request for Proposals (“RFP” or “Solicitation”) is composed of all documents
listed in the Attachments section of the Solicitation Cover Sheet.
1.3 Process. The process described in this RFP is the Competitive Sealed Proposals process. This
process is procedurally compliant with the competitive proposal processes prescribed by Texas
Local Government Code Ch. 252 and Ch. 271.
1.4 Changes. The City may change or revise any of the contents of this Solicitation through the
issuance of a written Addendum. Any Addenda issued will be added to the Attachments section of
the Solicitation Cover Sheet. The Version number displayed in the Solicitation Cover Sheet will
indicate the number of Addenda issued. Any explanation, clarification, interpretation or change to
the Solicitation made in any other manner is not binding upon the City, and Offerors shall not rely
upon such explanation, clarification, interpretation, or change. Oral explanations or instructions
given before the award of the Contract are not binding.
1.5 Review of Documents. Offerors shall review the entire Solicitation, as revised. Offerors shall
notify the Authorized Contact Person(s) listed on the Solicitation Cover Sheet in writing of any
omissions, ambiguities, inconsistencies or errors in the Solicitation prior to the Offer Due Date and
Time displayed in the Important Dates section of the Solicitation Cover Sheet. Offerors shall also
notify the City of any Solicitation contents the Offeror believes may be unreasonably restrictive.
1.6 Cancellation. The City reserves the right to cancel this Solicitation at any time for any reason and
to resolicit the goods and services included in this Solicitation.
2 PUBLICATION AND NOTICES
2.1 Publication. This Solicitation was published in the City’s financial services website, Austin Finance
Online, as of the Published date displayed in the Solicitation Cover Sheet section.
2.2 Email Notices. On the Solicitation’s Published date, email notices regarding this Solicitation were
issued to all vendors registered in Austin Finance Online, that had previously selected the NIGP
Codes displayed in the Solicitation Cover Sheet section. All subsequent email notices regarding
this Solicitation will be limited to those vendors or other persons that subscribe to this Solicitation in
Austin Finance Online.
2.3 Newspaper Notices. If applicable, one or more notices of this Solicitation were published in the
newspaper as required by statute.
2.4 Third-Party Notices. Austin Finance Online is the only source of official notices regarding this
Solicitation. Prospective Offerors shall not rely on any notices concerning this Solicitation received
from sources other than Austin Finance Online.
3 COMMUNICATIONS AND MEETINGS
3.1 Authorized Contact Persons. The names and contact information for the authorized contact
persons for this Solicitation are displayed in the Solicitation Cover Sheet. Offerors needing
assistance contacting an Authorized Contact Person regarding this Solicitation may also contact
the Purchasing Office’s main line at (512) 974-2500 and request assistance from any member of
the Purchasing Office’s management team. Offerors may direct specific questions concerning
subcontractors and responding to the Minority-owned Business Enterprise and Women-owned
Business Enterprise Procurement Program requirements to the SMBR contact, also listed on the
Solicitation Cover Sheet.
CITY OF
AUSTIN
Solicitation
INSTRUCTIONS
Solicitation No.
RFP 8700 ALD3035
Solicitation Instructions Page 2 of 10
3.2 Questions.Offerors shall submit any questions concerning this Solicitation in writing via e-mail to
the Authorized Contact Persons displayed on the Solicitation Cover Sheet. The City will respond
to all questions received by the Questions Due Date and Time displayed on the Solicitation Cover
Sheet. The City will publish one or more Addenda displaying all timely received questions and the
City’s responses to each for any information not already contained in the solicitation.
3.3 Vendor Help Desk. For general questions concerning the City’s online financial services system,
Austin Finance Online, Vendor Connection (“Vendor Connection”), Offerors may contact the Vendor
Help Desk at (512) 974-2018. Assistance from the Vendor Help Desk is limited to navigating and
using Vendor Connection only. The Vendor Help Desk will not respond to any questions concerning
a specific Solicitation.
3.4 No-Lobbying. This Solicitation is subject to City Code, Ch. 2-7, Article 6, Anti-Lobbying and
Procurement.(https://assets.austintexas.gov/purchase/downloads/New_ALO_Ordinance_No_201
80614-056.pdf) The No-Lobbying period for this Solicitation starts on the Published Date displayed
on the Solicitation Cover Page. The No-Lobbying Period continues through the earliest of the
following: (i) the Solicitation is cancelled, (ii) the last of any resulting contract(s) are executed, or
(iii) 60-days following Council authorization of the last contract resulting from this Solicitation. The
No-Lobbying Period continues throughout the completion of the solicitation process. During the
No-Lobbying Period, Offerors, Respondents and/or their Agents shall not make any prohibited
communications to City Officials or City employees other than the Authorized Contact Persons.
Respondents includes both prospective and actual Offerors.
3.5 Pre-Offer Conferences. The City may hold one or more pre-offer conferences to review the
Solicitation and to receive verbal questions. The Solicitation Cover Sheet will display if a Pre-Offer
Conference is being held and if attendance at this meeting is mandatory. If a Pre-Offer Conference
is planned, the date, location, time, and any other necessary information regarding this meeting will
also be displayed in the Solicitation Cover Sheet. Attendance at any Pre-Offer Conference will be
recorded and will be included in an Addendum published following the meeting. As the Solicitation
is subject to changes (See Solicitation Instruction, 1.4 Changes.) Offerors shall not rely on verbal
exchanges that may occur at a Pre-Offer Conference. Offerors shall continue to submit all
questions in writing (See Solicitation Instructions, 3.2 Questions.)
3.6 Site Visits. The City may hold one or more site visits to allow prospective Offerors to inspect the
location(s) where work under any resulting contract will be performed and to receive verbal
questions. The Solicitation Cover Sheet will display if a Site Visit is being held and if attendance at
this meeting is mandatory. If a Site Visit is planned, the date, location, time, and any other
necessary information regarding this meeting will also be displayed in the Solicitation Cover Sheet.
Attendance at any Site Visit will be recorded and will be included in an Addendum published
following the meeting. As the Solicitation is subject to changes (See Solicitation Instruction, 1.4
Changes.) Offerors shall not rely on verbal exchanges that may occur at a Pre-Offer Conference.
Offerors shall continue to submit all questions in writing (See Solicitation Instructions, 3.2
Questions.)
4 OFFER PREPARATION
4.1 Offer Submittals. Offerors intending to respond to this Solicitation shall download and complete
each of the Submittal documents listed in the Solicitation Cover Sheet. Submittal documents will
include additional Solicitation instructions specific to its contents. Offerors will complete each
Submittal in accordance with the instructions in the submittal. At a minimum, submittals will include
a Price Offer, a Technical Offer, and an Offer and Certifications submittal.
4.2 Alternate Offers. Unless excluded elsewhere in the Solicitation, Offerors may submit alternative
Offers, in addition to their primary Offer. Offerors seeking to submit an alternative Offer may include
with their completed Submittals, any alternative Submittals as applicable.
CITY OF
AUSTIN
Solicitation
INSTRUCTIONS
Solicitation No.
RFP 8700 ALD3035
Solicitation Instructions Page 3 of 10
4.3 Exceptions.Offerors shall indicate if they take exception to any portions of the Solicitation in their
Proposal. Any exceptions included in the Proposal may negatively impact the City’s evaluation of
the Proposal or may cause the City to reject the Proposal entirely.
4.4 Proposal Acceptance Period. All proposals are valid for a period of one hundred and eighty (180)
calendar days subsequent to the RFP closing date unless a longer acceptance period is offered in
the proposal
4.5 Proprietary and Confidential Information. All Offers received and opened by the City are subject
to the Texas Government Code, Ch. 552, and will be made available to the public. Offerors seeking
to keep any portions of their Offer confidential shall mark each such portion as “Proprietary”. The
City will, to the extent allowed by law, endeavor to protect such information from disclosure. The
City may request a review and determination from the Attorney General’s Office of the State of
Texas, of any Proposal contents marked as “Proprietary”. A copyright notice or symbol is
insufficient to identify proprietary or confidential information.
4.6 Cost of Offer Preparation and Participation. Offerors are responsible for all costs related to the
preparation of their Offer and incurred while participating in this Solicitation process.
4.7 Minority and Women Owned Business Enterprise (MBE/WBE) Procurement Program. If the
solicitation includes an MBE/WBE Program Compliance Plan or Offeror intends to subcontract, the
Offeror shall comply with the provisions of Chapters 2-9A, 2-9B, 2-9C, and 2-9D, as applicable, of
the Austin City Code and the terms of the Compliance Plan or Subcontractor Utilization Plan as
approved by the City (the “Plan”).
5 OFFER SUBMISSION
Offers in response to this Solicitation may be submitted using one of the following methods.
5.1 Electronic Offers. Electronic Offers (electronic documents) shall be submitted to the City of Austin
using the Solicitation’s eResponse function, available through the City’s online financial system,
Austin Finance Online. To submit Electronic Offers using the eResponse function, Offeror’s must
first be registered as a vendor with the City of Austin in Austin Finance Online.
See Instructions, Submitting Offers in Austin Finance Online.
5.1.1 Due Date and Time for Electronic Offers. Electronic Offers in response to this Solicitation
shall be submitted via eResponse by the Offer Due Date and Time displayed in the
Important Dates section of the Solicitation Cover Sheet. The system time within Austin
Finance Online shall be the official time of record for Electronic Offers.
5.1.2 Withdrawing Electronic Offers. Electronic Offers submitted online in response to this
Solicitation may be withdrawn, revised, and resubmitted using the eResponse function any
time prior to the Solicitation’s Due Date and Time. Withdrawn Electronic Offers may be
resubmitted, with or without modifications, up to the Solicitation’s Due Date and Time.
5.1.3 Late Electronic Offers. The Solicitation’s eResponse function in Austin Finance Online
will not allow Electronic Offers to be submitted past the Solicitation’s Due Date and Time.
5.1.4 Opening Electronic Offers. The information regarding Electronic Offers will become
available on or shortly after the Offer Opening Date and Time stated on the Solicitation’s
Cover Sheet. When Electronic Offers are opened, the names of each Offeror would be
displayed within the Solicitation’s eResponse section. For Solicitations conducted via
Competitive Sealed Bidding, the Price Offer for each Offeror will also be displayed in the
eResponse section.
5.2 Hardcopy Offers. Hardcopy Offers (physical documents including paper and flash drives) must be
returned in a sealed envelope and shall be delivered to the City of Austin’s Purchasing Office at one of
the following addresses, depending on the delivery method:
CITY OF
AUSTIN
Solicitation
INSTRUCTIONS
Solicitation No.
RFP 8700 ALD3035
Solicitation Instructions Page 4 of 10
Deliveries by US Mail
Deliveries by Courier Services (e.g., FedEx,
UPS, etc.)
and In-Person Deliveries
City of Austin
Purchasing Office
Response to Solicitation: RFP 8700 ALD3035
505 Barton Springs Road, Suite 330
Austin, Texas 78704
City of Austin, Municipal Building
Purchasing Office
Response to Solicitation: RFP 8700 ALD3035
505 Barton Springs Road, Suite 330
Austin, Texas 78704
Reception Phone: (512) 974-2500
5.2.1 Due Date and Time for Hardcopy Offers. Hardcopy Offers in response to this Solicitation
shall be received by the City via one of the aforementioned delivery methods by the Offer
Due Date and Time displayed in the Important Dates section of the Solicitation Cover Sheet.
The time stamp clock at the Purchasing Office reception desk shall be the official time of
record for Hardcopy Offers.
5.2.2 Withdrawing Hardcopy Offers. See below for changes due to the COVID-19
pandemic.
5.2.3 Late Hardcopy Offers. All Hardcopy Offers received after the Solicitation’s Due Date and
Time will be rejected. Late Hardcopy Offers that are inadvertently received by the City shall
be returned to the Offeror. It is the responsibility of the Offeror to ensure that their Offer
arrives at the proper location by the Solicitation’s Due Date and Time. Arrival at the City’s
mailroom, mail terminal, or post office box will not constitute the Hardcopy Offer arriving on
time. The City may, at its sole discretion, receive a late Hardcopy Offer if the City’s
misdirection or mishandling was the sole or main cause for the Hardcopy Offer’s late receipt
at the designated location.
5.2.4 Opening Hardcopy Offers. The City will open Hardcopy Offers on or shortly after the Offer
Opening Date and Time stated on the Solicitation’s Cover Sheet. When Hardcopy Offers
are opened, the names of each Offeror would be read aloud. For Solicitations conducted
via Competitive Sealed Bidding, the Price Offer for each Offeror will be available to read
aloud. If no one is in attendance at the Solicitation Opening, the aggregate price will be
read aloud, with the remaining Price Offer available for public inspection immediately
following the Solicitation opening.
5.3 Special procedures due to 2020 COVID-19 Pandemic.
5.3.1 Confirmation of Submittals – Due to the current Pandemic circumstances, the City is not
able to provide written confirmation of Hardcopy Offers when they are received or able to
verify receipt of Hardcopy Offers or provide signature confirmation of Offers delivered by
common carriers.
5.3.2 Withdrawing Hardcopy Offers – Hardcopy Offers may be withdrawn in writing or by email
at any time prior to the Solicitations Due Date and Time. Offerors must send emails to
withdraw Offers to the following email address: PurchasingAdmin@austintexas.gov
5.3.3 Solicitation Openings - Due to the current Pandemic circumstances, the City is not
facilitating public attendees at Solicitation openings. Instead, the City will conduct this
Solicitation opening via live webcast at the following website:
https://www.austintexas.gov/financeonline/afo_content.cfm?s=66 .
CITY OF
AUSTIN
Solicitation
INSTRUCTIONS
Solicitation No.
RFP 8700 ALD3035
Solicitation Instructions Page 5 of 10
When conducting a Solicitation opening via webcast, the City will read the applicable information
from Hardcopy Offers aloud and will referring the public to the Solicitation’s eResponse
section to view the remaining Electronic Offers.
6 OFFER EVALUATION
6.1 Basis of Competition. The City may compare Offers based on groups or categories and will
choose the basis of competition that best meets the City’s needs for the resulting contracts. The
basis of competition for each RFP will be described in section 11, Evaluation of Offers below.
6.2 Minimum Responsiveness. Proposals are Minimally Responsive when they include all of the
Submittals listed in this Solicitation, completed and with sufficient detail in each to evaluate the
Proposal in accordance with the Solicitation’s Instructions. Proposals that are not Minimally
Responsive may be deemed non-responsive and rejected.
6.3 Responsibility. An Offeror is responsible if they have the financial and practical ability, resources,
expertise, past performance, and positive compliance history with all City ordinances. An Offer may
be rejected if an Offeror is determined to not be responsible.
6.4 Clarifications. Any time after the opening of Proposals, the City may contact Offerors to ask
questions about their Proposal’s contents in order to better understand these contents as-written.
Responses to clarification questions, whether done verbally or submitted in writing, do not change
the Proposal’s contents. Clarifications are not to be confused with Discussions as described herein.
6.5 Evaluation. Proposals that are Minimally Responsive will be evaluated based on the Evaluation
Factors listed in Section 11.1 of the Solicitation Instructions. Evaluation Factors correspond to their
specified Submittals and shall indicate their respective weighting next to each. Proposal submittals
not identified as Evaluation Factors will be evaluated on a pass / fail basis in accordance with the
Solicitation’s Instructions and any further instructions within each Solicitation. Although minimum
responses are required in all Submittals, the Submittals identified as Evaluation Factors will be used
to differentiate the Proposals and to identify which Proposal(s) represent the Best Value to the City.
The City’s evaluation may be made without Clarifications or Discussions with Offerors. Proposals
should, therefore, include the Offeror’s most favorable terms.
6.6 Discussions and Proposal Revisions. After completing initial evaluations, the City may enter into
Discussions (communications which may include negotiations and feedback about the Proposal
submitted) with one or more Offerors submitting the highest rated Proposal(s). Following the
completion of Discussions, the City may request Proposal revisions from these Offerors. The City
may seek multiple rounds of Discussions and Proposal revisions as deemed necessary by the City.
The City may revise its initial evaluations depending on the contents of any Proposal revisions
received following these Discussions.
6.7 Interviews/Presentations. The City may require that one or more Offeror submitting the highest
rated Proposals participate in interviews and/or presentations.
7 CONTRACT AWARD AND EXECUTION
7.1 Award Determination. City staff will recommend Contract award to the Offeror(s) submitting the
highest rated Proposal(s) based on the Evaluation Factors set forth in this Solicitation. The Award
Determination will be published to Austin Finance Online and notice will be sent to all Offerors
subscribed to the Solicitation.
7.2 Multiple Awards. If the City determines that multiple contracts are needed, the City will award one
or more additional contracts to the Offeror(s) submitting the next highest rated Proposal(s).
7.3 Contract Execution. Contracts within the City Manager’s authority will be awarded and executed
simultaneously. Contracts above the City Manager’s authority will be executed following their
authorization by the Austin City Council.
8 ADMINISTRATIVE MATTERS
CITY OF
AUSTIN
Solicitation
INSTRUCTIONS
Solicitation No.
RFP 8700 ALD3035
Solicitation Instructions Page 6 of 10
8.1 Solicitation File.All documents included in this Solicitation, and all timely received Offers in
response to this Solicitation, except for Offer contents deemed by Offerors to be proprietary and
confidential, will be available for public inspections upon the execution of the contract.
8.2 Debriefings. Offerors may request a debriefing meeting to ask any questions concerning the
Solicitation’s contents, process, or the evaluation of their Offer. Debriefing meetings are informal
exchanges and may be requested anytime following the earlier of (i) after the contract resulting from
this Solicitation is executed, or in the case of multiple awards, the last contract is executed; (ii) the
date the Solicitation is cancelled. Debriefings are not public called meetings in accordance with the
Texas Open Meetings Act and are usually limited to a single Offeror and any of their
representatives. Only information regarding the Solicitation documents and the Offeror’s Offer
(including City’s evaluation of the Offer) in response to the Solicitation will be discussed.
8.3 Reservations. The City reserves the right to: (i) specify approximate quantities in the Solicitation;
(ii) extend the Solicitation due date and time; (iii) add additional terms or modify existing terms in
the Solicitation; (iv) reject an Offer containing exceptions, additions, qualifications or conditions not
called for in the Solicitation; (v) reject an Offer received from an Offeror who is currently debarred
or suspended by the City, State, or Federal Government; (vi) reject an Offer that contains fraudulent
information; (vii) reject an Offer that has material omissions; (viii) reject any or all Offers; (ix) procure
any goods or services included in this Solicitation by other means; (x) consider and accept alternate
Offers, if specified in the Solicitation, when most advantageous to the City; (xi) reject an Offer if
prices in the Offer are unbalanced (some prices are significantly high and other prices are
significantly low) and/or (xii) waive any minor informality in any Offer or procedure so long as the
deviation does not affect the competitiveness of the Solicitation process.
8.4 Protests. The Purchasing Officer has the authority to settle or resolve any claim of an alleged
deficiency or protest. The procedures for notifying the City of Austin of an alleged deficiency or
filing a protest are listed below. If you fail to comply with any of these requirements, the Purchasing
Officer may dismiss your complaint or protest.
8.4.1 Protest regarding the Solicitation (Pre-Submittal Protest). Any protest regarding the
Solicitation by the City shall be filed no later than five (5) days prior to the due date and time
for proposals. Any protest filed after that date which raises issues regarding the Solicitation
will not be considered.
8.4.2 Protests regarding the evaluation of Proposals. Any protest regarding the evaluation of
Proposals by the City shall be filed with the City no later than five (5) days after the
notification of award recommendation is posted on Austin Finance Online, or notification
that the protestor’s status as an Offeror has changed, such as notification that an Offer has
been found to be non-responsive or an Offeror has been found to be non-responsible. Any
protest filed after such date which raises issues regarding the evaluation will not be
considered. Offerors may only protest the evaluation of their Proposal.
8.4.3 Protest Regarding Award of Contract (Post-Award Protest). Any protest regarding the
award of the contract shall be filed no later than ten (10) days after the date of award. Any
protest regarding the award of the contract filed after such date will not be considered.
8.4.4 You shall submit your protest in writing, and it shall include the following information: (i) your
name, address, telephone, and email address; (ii) the Solicitation number; (iii) the specific
facts and/or law upon which the protest of the Solicitation or the award is based, including
all pertinent documents and evidence thereto; and (iv) the form of relief requested.
8.4.5 Your protest shall be concise and presented logically and factually to help with the City’s
review.
8.4.6 When the City receives a timely written protest, the Purchasing Officer will determine
whether the grounds for your protest are sufficient. If the Purchasing Officer decides that
the grounds are sufficient, the Purchasing Office will schedule a protest hearing, usually
CITY OF
AUSTIN
Solicitation
INSTRUCTIONS
Solicitation No.
RFP 8700 ALD3035
Solicitation Instructions Page 7 of 10
within five (5) working days. If the Purchasing Officer determines that your grounds are
insufficient, the City will notify you of that decision in writing.
8.4.7 The protest hearing is informal and is not subject to the Open Meetings Act. The purpose of
the hearing is to give you a chance to present your case, it is not an adversarial proceeding.
Those who may attend from the City are: representatives from the department that
requested the purchase, the Department of Law, the Purchasing Office, and other
appropriate City staff. You may bring a representative or anyone else that will present
information to support the factual grounds for your protest with you to the hearing.
8.4.8 A decision will usually be made within fifteen (15) calendar days after the hearing.
8.4.9 The City will send you a copy of the hearing decision after the appropriate City staff has
reviewed the decision.
8.4.10 When a protest is filed, the City usually will not make an award until a decision on the protest
is made. However, the City will not delay an award if the City Manager or the Purchasing
Officer determines that the City urgently requires the supplies or Services to be purchased,
or failure to make an award promptly will unduly delay delivery or performance. In those
instances, the City will notify you and make every effort to resolve your protest before the
award.
8.5 Interested Parties Disclosure. As a condition to entering the Contract, the Business Entity
constituting the Offeror must provide the following disclosure of Interested Parties to the City prior
to the award of a contract with the City on Form 1295 “Certificate of Interested Parties” as prescribed
by the Texas Ethics Commission for any contract award requiring council authorization. The
Certificate of Interested Parties Form must be completed on the Texas Ethics Commission website,
printed, and signed by the authorized agent of the Business Entity with acknowledgment that
disclosure is made under oath and under penalty of perjury. The City will submit the “Certificate of
Interested Parties” to the Texas Ethics Commission within 30 days of receipt from the successful
Offeror. The Offeror is reminded that the provisions of Local Government Code 176, regarding
conflicts of interest between the bidders and local officials remains in place. Link to Texas Ethics
Commission Form 1295 process and procedures below:
https://www.ethics.state.tx.us/File/
9 DEFINITIONS
Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in
the Contract, the UCC definition shall control, unless otherwise defined in the Contract.
“Addendum” means a written instrument issued by the Contract Awarding Authority that modifies or clarifies
the Solicitation prior to the Due Date. “Addenda” is the plural form of the word.
“Best Offer” means the best evaluated Offer in response to a Request for Proposals or Request for
Qualifications/Statements.
“Best Offeror” means the Offeror submitting the Best Offer.
“City” means the City of Austin, a Texas home-rule municipal corporation.
“Offer” means a complete signed response to a Solicitation including, but not limited to, a Request for
Proposals.
“Offeror” means a person, firm, or entity that submits an Offer in response to this Solicitation. Any Offeror
may be represented by an agent after submitting evidence demonstrating the agent’s authority. The agent
cannot certify as to his own agency status.
“Proposal” means a complete, properly signed Offer to a Request for Proposals.
CITY OF
AUSTIN
Solicitation
INSTRUCTIONS
Solicitation No.
RFP 8700 ALD3035
Solicitation Instructions Page 8 of 10
“Proposer” means a person, firm, or entity that submits an Offer in response to a Request for Proposals.
“Purchasing Office” refers to the Purchasing Office in the Financial Services Department of the City.
“Purchasing Officer” means the director of the Purchasing Office and the principle recipient of procurement
authority from the City Manager.
“Request for Proposals” means all documents utilized for soliciting Proposals.
“Responsible Offeror” means the financial and practical ability of the Offeror to perform the Contract and
takes into consideration resources, expertise, and past performance of the Offeror as well as compliance
with all City ordinances concerning the purchasing process.
“Responsive” means meeting all the requirements of a Solicitation.
“Solicitation” means this Request for Proposals or RFP.
10. PROPOSAL SUBMITTALS - The offer itself shall be organized in the following format and
informational sequence. Use tabs to divide each part of the Offer and include a Table of Contents.
10.1 Executive Summary: Provide an Executive Summary of 3 pages or less that summarizes your
RFP response and confirms that the Proposer will comply with the requirements, provisions,
terms, and conditions specified in this solicitation. The Executive Summary should be in the form
of a standard business letter on official business letterhead and signed by an authorized
representative of Proposer. Include the complete name and address of your firm, telephone
number, and email address of the person the City of Austin should contact regarding your firm’s
response.
10.2 Authorized Negotiator: Include name, address, email, and telephone number of a person in
your organization authorized to negotiate Contract terms and render binding decisions on
Contract matters
10.3 Experience and Qualifications: Names of all professional personnel including their industry
credentials who will be assigned to this project. Include years of experience in law enforcement
and/or public safety transcription services along with area of subject expertise, i.e., legal,
medical, etc. Identify key people by name and title. The Offeror shall provide a description of
their qualifications to assume the responsibilities required for this opportunity.
10.3.1 Proposed transcriptionist assigned to the contract and performing transcription services in
a language other than English shall hold a current certification with the American
Translators Association (ATA) and show proof.
10.3.2 Proposer Experience: The Offeror shall provide information describing the Offerors’
managed services and project execution experience, including the experience of the
resources, account managers, and other key personnel on similar engagements, including
prior experience within the City of Austin.
Contractor shall have experience in providing law enforcement and/or public
safety transcription services for at least five years, with a minimum transcription
rate of 98 percent (98%) and total error count of 2 percent (2%) or less.
CITY OF
AUSTIN
Solicitation
INSTRUCTIONS
Solicitation No.
RFP 8700 ALD3035
Solicitation Instructions Page 9 of 10
Contractor shall be able to provide enough qualified transcriptionists to
adequately fulfill contract. It is preferred that personnel be knowledgeable about
the City of Austin and its local governance.
Contractor shall demonstrate experience transcribing audio and video files of
foreign languages including Spanish.
10.3.3 References: Furnish at least three (3) references, preferably with government institutions
that include:
Company/Agency name & address
Contact Person Name & Title
Contact phone number
Contact email
10.4 Workplan Approach: The Offeror shall provide a description of their qualifications and technical
plan to assume the responsibilities required for this opportunity, including, but not limited to the
following:
Transcription process
Standard form of obtaining and delivering electronic and physical files (i.e. automated,
messenger service, common carrier, etc.)
Transcription accuracy rate
Provide your urgent or emergency response capabilities for transcription services.
Provide your shortest emergency availability for a public calamity, natural disaster, etc.
Provide your language support abilities.
Provide list of languages available for transcription.
Provide your turnaround time for services.
Describe your billing process and if you allow for multiple billing accounts.
Describe your transition plan
10.5 Automated Transcription Management System: Describe use of web-based automated
secure management system to exchange electronic files, transcribe and transmit completed work
products.
10.6 Price Proposal: Whichever Offeror offers the City the most competitive price will be awarded
the maximum amount of points. Remaining points will be distributed on a pro-rated basis.
10.6.1 Complete the Price Proposal Sheet for each of the four Categories listed. Please include
additional cost for same day, urgent requests, if any. Only prices provided in Categories
1-4 will be considered for evaluation purposes. Only Offerors who provide pricing for all
four categories will be considered for award.
10.7 Exceptions: Detail any exceptions to the solicitation Terms and Conditions, including alternate
language where appliable.
10.8 Local Business Presence: The City seeks opportunities for businesses in the Austin Corporate
City Limits to participate on City contracts. The Local Business Presence form in the Offer and
Certifications section must be completed to be considered for Local Business Presence. Points
will be awarded through a combination of the Offeror’s Local Business Presence and/or the Local
Business Presence of their subcontractors. Evaluation of the Team’s Percentage of Local
CITY OF
AUSTIN
Solicitation
INSTRUCTIONS
Solicitation No.
RFP 8700 ALD3035
Solicitation Instructions Page 10 of 10
Business Presence will be based on the dollar amount of work as reflected in the Offeror’s
MBE/WBE Compliance Plan or MBE/WBE Utilization Plan. Any Offers with subcontracting not
indicating specific percentages or dollar amounts will not receive Local Business Presence points
for subcontracting.
10.9 Service-Disabled Veteran Business Enterprise (“SDVBE”): Pursuant to the interim Service-
Disabled Veteran Business Enterprise (SDVBE) Program, Offerors submitting proposals in
response to a Request for Proposals shall receive a three-point (3 percent) preference if the
Offeror, at the same time the proposal is submitted, is certified by the State of Texas, Comptroller
of Public Accounts as a Historically Underutilized Business and is a Service-Disabled Veteran
Business Enterprise. This preference does not apply to subcontractors. To receive this
preference, Offerors shall complete the enclosed Service-Disabled Veterans Business
Enterprise Preference Form, in accordance with the Additional Solicitation Instructions included
therein.
11. Evaluation of Offers
11.1 Evaluation Factors
11.2 Interviews and/or presentations, Optional: The City will score proposals on the basis of the
criteria listed above. The City may select a “short list” of Proposers based on those scores. “Short-
listed” Proposers may be invited for presentations, demonstrations, or discussions with the City.
The City reserves the right to re-score “short-listed” proposals as a result, and to make award
recommendations on that basis.
RFP Evaluation Factors Maximum Points
Experience and Qualifications (Proven availability of qualified
experienced transcriptionists, reliable and quality controlled
transcriptions to include credentials and related experience. (10.3))
25
Work Plan Approach (Accuracy Rate, Emergency Response, or short
notice coverage of transcription requests. (10.4)
27
Price Proposal (10.6) 20
Level of technology for automated transcription management system.
(10.5)
15
Local Business Presence (10.8) 10
Service-Disabled Veteran Business Enterprise (10.9) 3
Total 100
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 1 Rev. 04-10-2023
The Contractor agrees that the Contract shall be governed by the following terms and conditions.
1 GENERAL
1.1 TERM OF CONTRACT:
A. The Contract shall commence upon execution unless otherwise specified and shall continue in effect
until all obligations are performed in accordance with the Contract. Upon written notice to the
Contractor from the City’s Purchasing Officer or designee, unless specified otherwise in the Scope of
Work, the Contract may be extended beyond the initial term at the City’s sole option unless the
Contractor is notified 30 days prior to the expiration. If the City exercises any extension option, all
terms, conditions, and provisions of the Contract shall remain in effect for that extension period, subject
only to any economic price adjustment otherwise allowed under the Contract.
B. Upon expiration of the initial term or any period of extension, the Contractor agrees to holdover under
the terms and conditions of this Contract for such a period as is reasonably necessary for the City to re-
solicit and/or complete the Deliverables due under this Contract. Any holdover period will not exceed
180 calendar days unless mutually agreed on by both parties in writing.
1.2 INDEFINITE QUANTITY:
The quantities and/or services listed herein are estimates of the goods and services needed by the City for
the period of the Contract. The City reserves the right to purchase more or less of these quantities and/or
services as may be required during the Contract term. Quantities and/or services will be as needed and
specified by the City for each order. Unless specified in the Contract, there are no minimum order
quantities.
1.3 INVOICES:
A. The Contractor shall submit separate Invoices for each Order after each delivery or on the schedule
provided in the Contract. If partial shipments or deliveries are authorized by the City, a separate Invoice
must be sent for each shipment or delivery made.
B. Invoices shall be sent to the address on the Purchase Order of Delivery Order in the section entitled,
“BILL TO”. Proper Invoices must include a unique Invoice number, the purchase Order or delivery Order
number, the master agreement number (if applicable), the Department’s Name, and the name of the
point of contact for the Department. Invoices shall be itemized according to pricing structure in the
Contract. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the
Invoice. The Contractor’s name and, if applicable, the tax identification number on the Invoice must
exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in
writing, the City may rely on the remittance address specified on the Contractor’s Invoice. Invoices
received without all required information cannot be processed and will be returned to the vendor.
C. Invoices for labor shall include a tabulation of work-hours at the appropriate rates and grouped by work
Order number. Time billed for labor shall be limited to hours actually worked.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontracting and other authorized expenses at actual cost without markup .
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the Invoiced amount. The
City will furnish a tax exemption certificate upon request.
1.4 PAYMENT:
A. All proper Invoices received by the City will be paid within 30 calendar days of the City’s receipt of the
Deliverables or of the Invoice, whichever is later.
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 2 Rev. 04-10-2023
B. If payment is not timely made, (per Paragraph A), interest shall accrue on the unpaid balance at the
lesser of the rate specified in Texas Government Code §2251.025 or the maximum lawful rate; except,
if payment is not timely made for a reason for which the City may withhold payment hereunder, interest
shall not accrue until 10 calendar days after the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial
shipment or delivery, as stated above, provided that the Invoice matches the shipment or delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. Delivery of defective or non-conforming Deliverables by the Contractor;
ii. Third party claims, which are not covered by the insurance which the Contractor is required to
provide under the terms of this Contract, are filed or there is reasonable evidence indicating
probable filing of such claims;
iii. Failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. Damage to the property of the City or the City’s agents, employees or Contractors, which is not
covered by insurance required to be provided by the Contractor;
v. Reasonable evidence demonstrates that the Contractor’s obligations will not be completed within
the time specified in the Contract, and that the unpaid balance would not be adequate to cover
actual or liquidated damages for the anticipated delay;
vi. Failure of the Contractor to submit proper Invoices with all required attachments and supporting
documentation; or
vii. Failure of the Contractor to comply with any material provision of the Contract Documents.
E. Notice is hereby given of Article VIII, §1 of the Austin City Charter which prohibits the payment of any
money to any person, firm or corporation who is in arrears to the City for taxes, and of §2-8-3 of the
Austin City Code concerning the right of the City to offset indebtedness owed the City.
F. The Contractor agrees to accept payment by either credit card, check or Electronic Funds Transfer for
all goods and/or services provided under the Contract. The Contractor shall factor the cost of processing
credit card payments into the Offer. There shall be no additional charges, surcharges, or penalties to
the City for payments made by credit card.
G. The awarding or continuation of this Contract is dependent upon the availability of funding. The City’s
payment obligations are payable only and solely from funds appropriated and available for this
Contract. The absence of appropriated or other lawfully available funds shall render the Contract null
and void to the extent funds are not appropriated or available and any Deliverables delivered but
unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the
failure of the City to make an adequate appropriation for any fiscal year to pay the amounts due under
the Contract, or the reduction of any appropriation to an amount insufficient to permit the City to pay
its obligations under the Contract. In the event of inadequate appropriation of funds, there will be no
penalty nor removal fees charged to the City. The City shall pay the Contractor, to the extent of funds
appropriated or otherwise legally available for such purposes, for all goods delivered and services
performed, and obligations incurred prior to the date of notice of non-appropriation.
1.5 FINAL PAYMENT AND CLOSE OUT:
A. If a Minority-Owned Business Enterprise/Women-Owned Business Enterprise (MBE/WBE) Program
Compliance Plan is required by the Solicitation, and the Contractor has identified Subcontractors, the
Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Project
Manager or Contract Manager no later than the 15th calendar day after completion of all work under
the Contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance
with the requirements of the Compliance Plan as accepted by the City.
B. The making and acceptance of final payment will constitute:
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STANDARD TERMS AND CONDITIONS
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i. A waiver of all claims by the City against the Contractor, except claims (1) which have been
previously asserted in writing and not yet settled, (2) arising from defective work appearing after
final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms
of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the
Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the
City’s right to audit; and
ii. A waiver of all claims by the Contractor against the City other than those previously asserted in
writing and not yet settled.
1.6 SPECIAL TOOLS & TEST EQUIPMENT:
If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated
or required by the Contractor for the purpose of filling this Order, such special tooling equipment and any
process sheets related thereto shall become the property of the City and shall be identified by the
Contractor as such.
1.7 AUDITS AND RECORDS:
A. The Contractor agrees that the representatives of the Office of the City Auditor or other authorized
representatives of the City shall have access to, and the right to audit, examine, or reproduce, any and
all records of the Contractor related to the performance, including security audits, under this Contract,
at the City’s expense. The Contractor agrees to refund to the City any overpayments disclosed by any
such audit. The City agrees to protect from disclosure Contractor’s confidential and proprietary
information disclosed during an audit to the same extent it protects its own confidential and proprietary
information, subject to the requirements of the Texas Public Information Act, Chapter 2251, Texas
Government Code.
B. Records Retention:
i. Contractor is subject to City Code Chapter 2-11 (Records Management), and as it may subsequently
be amended.
ii. The Contractor shall retain all records for a period of three years after final payment on this
Contract or until all audit and litigation matters that the City has brought to the attention of the
Contractor are resolved, whichever is longer.
1.8 FINANCIAL DISCLOSURES AND ASSURANCE:
The City may request and review financial information as the City requires to determine the credit
worthiness of the Contractor, including but not limited to, annual reports, audited financial Statements and
reports, bank letters of credit or other credit instruments. Failure of the Contractor to comply with this
requirement shall be grounds for terminating the Contract.
1.9 RIGHT TO ASSURANCE:
Whenever one party to the Contract in good faith has reason to question the other party’s intent to
perform, demand may be made to the other party for written assurance of the intent to perform. If no
assurance is given within the time specified after demand is made, the demanding party may treat this
failure as an anticipatory repudiation of the Contract.
1.10 STOP WORK NOTICE:
The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a
manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the
City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified
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by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all
costs incurred by the City as a result of the issuance of such Stop Work Notice.
1.11 DEFAULT:
The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully
perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of
performance, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d)
makes a material misrepresentation in Contractor’s Offer, or in any report or Deliverable required to be
submitted by the Contractor to the City. The City shall be in default if it fails to make payment in accordance
with the Payment terms of this Contract.
1.12 TERMINATION FOR CAUSE:
In the event of a default by either party, the non-defaulting party shall have the right to terminate the
Contract for cause, by written notice effective ten 10 calendar days, unless otherwise specified, after the
date of such notice, unless the defaulting party, within such 10 day period, cures such default, or provides
evidence sufficient to prove to the non-defaulting party’s reasonable satisfaction that such default does
not, in fact, exist. Additionally, the City shall have the right to act in accordance with the terms defined by
“City of Austin Purchasing Office Probation, Suspension and Debarment Rules for Vendors.” In addition to
any other remedy available under law or in equity, either party shall be entitled to recover all actual
damages, costs, losses and expenses, incurred by the party as a result of the Contractor’s default, including,
without limitation, cost of cover, court costs, and prejudgment and post-judgment interest at the maximum
lawful rate. All rights and remedies under the Contract are cumulative and not exclusive of any other right
or remedy provided by law. In the event of termination of the Contract under this Section, the Contractor
shall handover all complete and partially complete Work Products and Documentation developed under
this Contract.
1.13 ATTORNEY’S FEES:
In consideration of the award and execution of this Contract and in consideration of the City’s waiver of its
right to attorney’s fees, the Contractor knowingly and intentionally waives its right to attorney’s fees under
§271.153, Texas Local Government Code, in any administrative proceeding, alternative dispute resolution
proceeding, or litigation arising out of or connected to this Contract.
1.14 TERMINATION WITHOUT CAUSE:
The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon 30
calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly
cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of
termination. The City shall pay the Contractor, to the extent of funds appropriated or otherwise legally
available for such purposes, for all goods delivered and services performed, and obligations incurred prior
to the date of termination in accordance with the terms hereof. In the event of termination of the Contract
under this Section, the Contractor shall handover all complete and partially complete Work Products and
Documentation developed under this Contract.
1.15 FRAUD:
Fraudulent Statements by the Contractor on any Offer or in any report or Deliverable required to be
submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by
the City and may result in legal action.
1.16 DELAYS:
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 5 Rev. 04-10-2023
The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City
deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract,
the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in
the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an
adjustment within 30 calendar days from the date of receipt of the notice of delay. Failure to agree on any
adjusted price shall be handled under the Dispute Resolution Clause. However, nothing in this provision
shall excuse the Contractor from delaying the delivery as notified.
1.17 FORCE MAJEURE:
Contractor may be excused from performance under the Contract for any period when performance is
prevented as the result of an act of God, strike, war, civil disturbance, epidemic, pandemic, sovereign
conduct, or court order provided that the Contractor experiences the event of force majeure and prudently
and promptly acts to take any and all steps that are within the Contractor’s control to ensure performance
and to shorten the duration of the event of force majeure. Contractor shall provide notice of the force
majeure event to the City within three (3) business days of the event or delay, whichever occurs later, to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure
to perform. Subject to this provision, such non-performance shall not be deemed a default or a ground for
termination. However, the City may terminate an order under the Contract if it is determined by the City
that the Contractor will not be able to deliver goods or services in a timely manner to meet the business
needs of the City.
1.18 INDEMNITY:
A. IN THIS SECTION, THE FOLLOWING TERMS HAVE THE MEANINGS ASSIGNED BELOW:
(1) “INDEMNIFIED PARTY” IS THE CITY AND THE CITY’S OFFICERS, ELECTED AND APPOINTED OFFICIALS,
EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS.
(2) “INDEMNIFYING PARTY” IS THE CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES,
SUBCONTRACTORS, SUCCESSORS AND ASSIGNS.
(3) THE INDEMNIFYING PARTY SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND THE INDEMNIFIED
PARTY AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, DEFICIENCIES, CLAIMS, CAUSES OF
ACTION, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, PENALTIES, FINES, COSTS OR EXPENSES,
INCLUDING PROFESSIONAL FEES AND ATTORNEYS’ FEES, THAT ARE INCURRED BY THE INDEMNIFIED
PARTY ARISING OUT OF ANY DIRECT OR THIRD PARTY CLAIM OF:
i. BREACH OR NON-FULFILLMENT OF ANY PROVISION OF THIS CONTRACT BY THE INDEMNIFYING
PARTY;
ii. ANY FALSE REPRESENTATION OR WARRANTY MADE BY THE INDEMNIFYING PARTY IN THIS
CONTRACT OR IN THE INDEMNIFYING PARTY’S PROPOSAL/RESPONSE LEADING TO THIS
CONTRACT;
iii. ANY NEGLIGENT OR MORE CULPABLE ACT OR OMISSION OF THE INDEMNIFYING PARTY,
INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT, RELATED TO THE PERFORMANCE OF ITS
OBLIGATIONS UNDER THIS CONTRACT;
iv. BODILY INJURY; DEATH OF ANY PERSON; OCCUPATIONAL ILLNESS OR DISEASE; LOSS OF
SERVICES, WAGES, OR INCOME; OR DAMAGE TO REAL OR PERSONAL PROPERTY CAUSED BY
THE NEGLIGENT OR MORE CULPABLE ACTS OR OMISSIONS OF INDEMNIFYING PARTY,
INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT; OR
v. ANY FAILURE OF THE INDEMNIFYING PARTY TO COMPLY WITH ANY APPLICABLE FEDERAL,
STATE, OR LOCAL LAWS, REGULATIONS, OR CODES RELATED TO THE PERFORMANCE OF ITS
OBLIGATIONS UNDER THIS CONTRACT.
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B. THE INDEMNIFIED PARTY SHALL GIVE THE INDEMNIFYING PARTY WRITTEN NOTICE (A “CLAIM NOTICE”)
OF ANY CLAIM RECEIVED RELATED TO THIS CONTRACT. THE INDEMNIFYING PARTY’S DUTY TO DEFEND
APPLIES IMMEDIATELY. THE INDEMNIFIED PARTY’S FAILURE TO PROVIDE A CLAIM NOTICE TO THE
INDEMNIFYING PARTY DOES NOT RELIEVE THE INDEMNIFYING PARTY OF ITS DUTY TO INDEMNIFY,
HOLD HARMLESS AND DEFEND THE INDEMNIFIED PARTY.
C. THE INDEMNIFIED PARTY MAY SELECT ITS OWN LEGAL COUNSEL TO REPRESENT ITS INTERESTS. THE
INDEMNIFYING PARTY SHALL:
i. REIMBURSE THE INDEMNIFIED PARTY FOR ITS REASONABLE COSTS AND ATTORNEY’S FEES
IMMEDIATELY UPON REQUEST, AS THEY ARE INCURRED, AND
ii. REMAIN RESPONSIBLE TO THE INDEMNIFIED PARTY FOR ANY LOSSES INDEMNIFIED UNDER THIS
SECTION.
D. THE INDEMNIFYING PARTY SHALL GIVE PROMPT, WRITTEN NOTICE TO THE INDEMNIFIED PARTY OF
ANY PROPOSED SETTLEMENT OF A CLAIM THAT IS INDEMNIFIABLE UNDER THIS SECTION. THE
INDEMNIFYING PARTY MAY NOT, WITHOUT THE INDEMNIFIED PARTY’S PRIOR, WRITTEN CONSENT,
SETTLE OR COMPROMISE ANY CLAIM OR CONSENT TO THE ENTRY OF ANY JUDGMENT REGARDING
WHICH INDEMNIFICATION IS BEING SOUGHT UNDER THIS SECTION.
E. MAINTENANCE OF THE INSURANCE REQUIRED BY THIS CONTRACT SHALL NOT LIMIT THE
INDEMNIFYING PARTY’S OBLIGATIONS UNDER THIS SECTION. THE INDEMNIFYING PARTY SHALL
REQUIRE ALL SUBCONTRACTORS TO INDEMNIFY THE CITY IN THE SAME MANNER AS PROVIDED IN THIS
SECTION.
1.19 NOTICES:
Unless otherwise specified, all notices, requests, or other communications required or appropriate to be
given under the Contract shall be in writing and shall be deemed delivered three business days after
postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices
delivered by other means shall be deemed delivered upon receipt by the addressee. Notices to the
Contractor shall be sent to the address registered with the City. Notices to the City shall be addressed to
the City at P.O. Box 1088, Austin, Texas 78767 and marked to the attention of the assigned Procurement
Specialist.
1.20 CONFIDENTIALITY:
The Parties may be granted access to certain of the other Party’s or Licensor’s Confidential Information
(including inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which the Party or its licensors consider confidential) (Confidential
Information) to provide the Deliverables to the City. The Parties acknowledge and agree that the
Confidential Information is the valuable property of the disclosing Party and its licensors and any
unauthorized use, disclosure, dissemination, or other release of the Confidential Information will
substantially injure the disclosing Party and its licensors. The receiving Party (including its employees,
Subcontractors, agents, or representatives) agrees it will maintain the Confidential Information in strict
confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential
Information without prior written consent of disclosing Party, or in a manner not expressly permitted under
this Contract, unless the Confidential Information is required to be disclosed by law or an Order of a court
or other governmental authority (including a Texas Attorney General opinion) with proper jurisdiction. In
all cases, the receiving Party agrees to promptly notify the disclosing Party before disclosing Confidential
Information to permit the disclosing Party reasonable time to seek an appropriate protective Order. The
receiving Party agrees to use protective measures no less stringent than the receiving Party uses in its
business to protect its own most valuable information. In all circumstances, the receiving Party’s protective
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measures must be at least reasonable measures to ensure the continued confidentiality of the Confidential
Information.
A. The Parties agree: (i) not to use Confidential Information for any reason other than for the purpose of
providing or receiving the Deliverables, (ii) not to disclose Confidential Information to any third party
other than to its employees who have a need to know the Confidential Information for furtherance of
providing the Deliverables, and (iii) to promptly notify the disclosing Party of any request for
Confidential Information to be disclosed under any law or order of any court or other governmental
authority with proper jurisdiction, so as to permit disclosing Party reasonable time to seek an
appropriate protective order.
B. All Confidential Information and derivations thereof shall remain the sole and exclusive property of
disclosing Party, and no license or other right to the Confidential Information or intellectual property is
granted or implied hereby. Upon the written request of disclosing Party, the receiving Party shall
promptly return to disclosing Party all tangible items of Confidential Information furnished by disclosing
Party and all copies thereof or certify in writing that all Confidential Information, including all copies,
has been destroyed.
C. No expiration or termination of the Contract shall affect either Party’s rights or obligations with respect
to Confidential Information.
D. The Parties acknowledge and agree that any breach or threatened breach of the Contract could cause
harm for which money damages may not provide an adequate remedy.
E. The parties agree that in the event of such a breach or threatened breach of the Contract, in addition
to any other available remedies, City may seek temporary and permanent injunctive relief restraining
the Contractor from disclosing or using, in whole or in part, any Confidential Information.
1.21 TEXAS PUBLIC INFORMATION ACT:
A. All material submitted by the Contractor to the City related to the Contract may become subject to
public disclosure upon receipt by the City. Any portions of such material claimed by the Contractor to
be proprietary must be clearly marked as such. Determination of the public nature of the material is
subject to the Texas Public Information Act, Chapter 552, Texas Government Code.
B. In accordance with Texas Government Code §552.372, if this Contract has a stated expenditure of at
least $1 million in public funds for the purchase of goods or services by the City or results in the
expenditure of at least $1 million in public funds for the purchase of goods or services by the City in a
fiscal year, Contractor agrees to:
i. Preserve all Contracting information related to the Contract as provided by the records retention
requirements in the AUDITS AND RECORDS Section of the Contract;
ii. Promptly provide to the City any Contracting information related to the Contract that is in the
custody or possession of Contractor on request of the City; and
iii. On completion of the Contract, either:
(1) Provide at no cost to the City all Contracting information related to the Contract that is in the
custody or possession of Contractor; or
(2) Preserve the Contracting information related to the Contract as provided by the records
retention requirements in the AUDITS AND RECORDS Section of the Contract.
C. The requirements of Subchapter J, Chapter 552, Texas Government Code, may apply to this Contract,
and the Contractor agrees that the Contract can be terminated if the Contractor knowingly or
intentionally fails to comply with a requirement of that Subchapter.
1.22 PUBLICATIONS:
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 8 Rev. 04-10-2023
All published material and written reports submitted under the Contract must be originally developed
material unless otherwise specifically provided in the Contract. When material not originally developed is
included in a report in any form, the source shall be identified.
1.23 ADVERTISING:
The Contractor shall not advertise or publish, without the City’s prior written consent, the fact that the City
has entered into the Contract, except to the extent required by law.
1.24 NO CONTINGENT FEES:
The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure
the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent
fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by
the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall
have the right, in addition to any other remedy available, to cancel the Contract without liability and to
deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such
commission, percentage, brokerage or contingent fee.
1.25 GRATUTIES:
The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by
the City that gratuities were Offered or given by the Contractor or any agent or representative of the
Contractor to any officer or employee of the City of Austin with a view toward securing the Contract or
securing favorable treatment with respect to the awarding or amending or the making of any
determinations with respect to the performing of such Contract. In the event the Contract is canceled by
the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies,
to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities.
1.26 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS:
No officer, employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any Solicitation shall have a
financial interest, direct or indirect, in the Contract resulting from that Solicitation. Any willful violation of
this Section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject
to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge,
expressed or implied, of the Contractor shall render the Contract voidable by the City.
1.27 INDEPENDENT CONTRACTOR:
The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a
joint venture. The Contractor’s services shall be those of an independent Contractor. The Contractor agrees
and understands that the Contract does not grant any rights or privileges established for employees of the
City.
1.28 ASSIGNMENT DELEGATION:
The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their
respective successors and assigns, provided however, that no right or interest in the Contract shall be
assigned and no obligation shall be delegated by the Contractor without the prior written consent of the
City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity
with this Paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity
not a party hereto; it being the intention of the parties that there be no third-party beneficiaries to the
Contract.
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STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 9 Rev. 04-10-2023
1.29 WAIVER:
The claim or right arising out of a breach of the Contract cannot be discharged in whole or in part by a
waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration
and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or
more events of default by the other party shall operate as, or be construed to be, a permanent waiver of
any rights or obligations under the Contract, or an express or implied acceptance of any other existing or
future default or defaults, whether of a similar or different character.
1.30 MODIFICATIONS:
The Contract can be modified or amended only in writing and signed by both parties. No pre-printed or
similar terms on any Contractor Invoice, Order, clickwrap agreement or other document shall have any
force or effect to change the terms, covenants, and conditions of the Contract.
1.31 INTERPRETATION:
The Contract is intended by the parties as a final, complete and exclusive Statement of the terms of their
agreement. No course of prior dealing between the parties or course of performance or usage of the trade
shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have
been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a
manner to be fair to both parties, reading no provisions more strictly against one party or the other.
Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the
Contract, the UCC definition shall control, unless otherwise defined in the Contract.
1.32 DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate
prior to prosecuting a suit for damages. However, this Section does not prohibit the filing of a lawsuit
to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written
request for a meeting between representatives of each party within 14 calendar days after receipt of
the request or such later period as agreed by the parties. Each party shall include, at a minimum, one
senior level individual with decision-making authority regarding the dispute. The purpose of this and
any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within
30 calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the
dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a
written agreement signed by both parties, in which event the parties may proceed directly to mediation
as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within 30 calendar days, a mediator trained in mediation skills to assist
with resolution of the dispute. Should they choose this option, the City and the Contractor agree to act
in good faith in the selection of the mediator and to consider qualified individuals nominated to act as
mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is
trained in the subject matter of the dispute or a Contract interpretation expert. If the parties fail to
agree on a mediator within 30 calendar days of initiation of the mediation process, the mediator shall
be selected by the Travis County Dispute Resolution Center. The parties agree to participate in
mediation in good faith for up to 30 calendar days from the date of the first mediation session. The City
and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
1.33 JURISDICTION AND VENUE:
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 10 Rev. 04-10-2023
The Contract is made under and shall be governed by the laws of the State of Texas, including, when
applicable, the Uniform Commercial Code as adopted in Texas, Bus. & Comm. Code, Chapter 1, excluding
any rule or principle that would refer to and apply the substantive law of another State or jurisdiction. All
issues arising from this Contract shall be resolved in the courts of Travis County, Texas and the parties agree
to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief
from any competent authority as contemplated herein.
1.34 INVALIDITY:
The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity
or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed
severed from the Contract and the balance of the Contract shall be construed and enforced as if the
Contract did not contain the particular portion or provision held to be void. The parties further agree to
reform the Contract to replace any stricken provision with a valid provision that comes as close as possible
to the intent of the stricken provision. The provisions of this Section shall not prevent this entire Contract
from being void should a provision which is the essence of the Contract be determined to be void.
1.35 HOLIDAYS:
Dates for the holidays observed by the City can be found here
https://www.austintexas.gov/department/official-city-holidays
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on
Sunday, it will be observed on the following Monday.
1.36 SURVIVABILITY OF OBLIGATIONS:
All provisions of the Contract that impose continuing obligations on the parties, including but not limited to
the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or
termination of the Contract.
1.37 COOPERATIVE CONTRACT:
A. The City has entered into Interlocal Purchasing Agreements with other governmental entities, for the
purpose of accessing their cooperative contracts and making available our cooperative contracts,
pursuant to the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code. The Contractor
agrees to offer the same prices and terms and conditions of this cooperative contract to other eligible
governmental agencies that have entered into an interlocal agreement with the City for the purpose of
accessing the City’s cooperative contracts.
B. The City does not accept any responsibility or liability for the purchases by other governmental entities
made under a separate contract based on this cooperative contract.
1.38 EQUAL OPPORTUNITY:
A. Equal Employment Opportunity: No Contractor, or Contractor’s agent, shall engage in any
discriminatory employment practice as defined in Chapter 5-4 of the City Code. No Offer submitted to
the City shall be considered, nor any Purchase Order issued, or any Contract awarded by the City unless
the Offeror has executed and filed with the City Purchasing Office a current Non-Discrimination
Certification. Non-compliance with Chapter 5-4 of the City Code may result in sanctions, including
termination of the Contract and the Contractor’s suspension or debarment from participation on future
City Contracts until deemed compliant with Chapter 5-4.
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 11 Rev. 04-10-2023
B. Non-Retaliation: The Contractor agrees to prohibit retaliation, discharge or otherwise discrimination
against any employee or applicant for employment who has inquired about, discussed or disclosed their
compensation.
C. Americans with Disabilities Act (ADA) Compliance: No Contractor, or Contractor’s agent, shall engage
in any discriminatory practice against individuals with disabilities as defined in the ADA, including but
not limited to: employment, accessibility to goods and services, reasonable accommodations, and
effective communications.
1.39 SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in an MBE/WBE Program Compliance Plan or Subcontractor
Plan the Contractor shall comply with the provisions of Chapters 2-9A, 2-9B, 2-9C, and 2-9D, as
applicable, of the Austin City Code and the terms of the Compliance Plan or Subcontractor Plan as
approved by the City (the “Plan”). The Contractor shall not initially employ any Subcontractor except as
provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in
the Plan, unless the substitute has been accepted by the City in writing in accordance with the
provisions of Chapters 2-9A, 2-9B, 2-9C and 2-9D, as applicable. No acceptance by the City of any
Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective
Deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally
required to submit a monthly Subcontract Awards and Expenditures Report to the Contract Manager
no later than the 10th calendar day of each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written Contract between
the Contractor and Subcontractor. The terms of the Subcontract may not conflict with the terms of the
Contract and shall contain provisions that
i. Require that all Deliverables and services to be provided by the Subcontractor be provided in strict
accordance with the provisions, Specifications and terms of the Contract;
ii. Prohibit the Subcontractor from further Subcontracting any portion of the Contract without the
prior written consent of the City and the Contractor. The City may require, as a condition to such
further Subcontracting, that the Subcontractor post a payment bond in form, substance and
amount acceptable to the City;
iii. Require Subcontractors to submit all Invoices and applications for payments, including any claims
for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the
Contractor to include same with its Invoice or application for payment to the City in accordance
with the terms of the Contract;
iv. Require that all Subcontractors obtain and maintain, throughout the term of their Contract,
insurance in the type and amounts specified for the Contractor, with the City being a named insured
as its interest shall appear; and
v. Require that the Subcontractor follow terms as defined in section, AUDITS AND RECORDS and City
Code Chapter 2-11
C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just
as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract
shall create for the benefit of any such Subcontractor any Contractual relationship between the City
and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to
the payment of any moneys due any such Subcontractor except as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor
not later than 10 calendar days after receipt of payment from the City.
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STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 12 Rev. 04-10-2023
1.40 ECONOMIC PRICE ADJUSTMENT:
A. Price Adjustments: Prices shown in this Contract shall remain firm for the first 12 of calendar
days/months of the Contract. After that, in recognition of the potential for fluctuation of the
Contractor’s cost, a price adjustment (increase or decrease) may be requested by either the City or the
Contractor on the anniversary date of the Contract or as may otherwise be specified herein. The
percentage change between the Contract price and the requested price shall not exceed the percentage
change between the specified index in effect on the date the Solicitation closed and the most recent,
non-preliminary data at the time the price adjustment is requested. The requested price adjustment
shall not exceed10 percent for any single line item and in no event shall the total amount of the Contract
be automatically adjusted as a result of the change in one or more-line items made pursuant to this
provision. Prices for products or services unaffected by verifiable cost trends shall not be subject to
adjustment.
B. Effective Date: Approved price adjustments will go into effect on the first day of the upcoming renewal
period or anniversary date of Contract award and remain in effect until Contract expiration unless
changed by subsequent amendment.
C. Adjustments: A request for price adjustment must be made in writing and submitted to the other Party
prior to the yearly anniversary date of the Contract; adjustments may only be considered at that time
unless otherwise specified herein. Requested adjustments must be solely for the purpose of
accommodating changes in the Contractor’s direct costs. Contractor shall provide an updated price
listing once agreed to adjustment(s) have been approved by the parties.
D. Indexes: In most cases an index from the Bureau of Labor Standards will be utilized; however, if there
is more appropriate, industry recognized standard then that index may be selected.
i. The following definitions apply:
(1) Base Period: Month and year of the original Contracted price (the Solicitation close date).
(2) Base Price: Initial price quoted, proposed and/or Contracted per unit of measure.
(3) Adjusted Price: Base Price after it has been adjusted in accordance with the applicable index change
and instructions provided.
(4) Change Factor: The multiplier utilized to adjust the Base Price to the Adjusted Price.
(5) Weight %: The percent of the Base Price subject to adjustment based on an index change.
a. Adjustment-Request Review: Each adjustment-request received will be reviewed and
compared to changes in the index(es) identified below. Where applicable:
i. Utilize final Compilation data instead of Preliminary data
ii. If the referenced index is no longer available shift up to the next higher category index.
iii. Index Identification: Complete.
Weight % or $ of Base Price: 100%
Database Name: U.S. Bureau of Labor Statistics
Series ID: CEU0700000001
Not Seasonally Adjusted Seasonally Adjusted
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STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 13 Rev. 04-10-2023
Geographical Area: ALL
Description of Series ID: Service-providing
This Index shall apply to the following items of the Bid Sheet / Cost Proposal: ALL
E. Calculation: Price adjustment will be calculated as follows:
Single Index: Adjust the Base Price by the same factor calculated for the index change.
Index at time of calculation
Divided by index on Solicitation close date
Equals Change Factor
Multiplied by the Base Rate
Equals the Adjusted Price
F. If the requested adjustment is not supported by the referenced index, the City, at its sole discretion,
may consider approving an adjustment on fully documented market increases.
1.41 MONTHLY SUBCONTRACT AWARDS AND EXPENDITURES REPORT:
The Contractor must submit a monthly Subcontract Awards and Expenditures Report to the Contract
Manager specified herein no later than the tenth calendar day of each month.
1.42 INSURANCE:
A GENERAL INSURANCE REQUIREMENTS:
i. The Contractor shall provide a Certificate of Insurance as verification of coverages and
endorsements required in Section B., Specific Insurance Requirements, to the City prior to Contract
execution and within 14 calendar days after written request from the City. Failure to provide the
required Certificate of Insurance may subject the Offer to disqualification from consideration for
award. The Contractor must also forward a Certificate of Insurance to the City whenever a
previously identified policy period has expired, or an extension option or hold over period is
exercised, as verification of continuing coverage.
ii. All endorsements naming the City as additional insured, waivers, and notices of cancellation shall
indicate, and the Certificate of Insurance shall be mailed to the following address:
City of Austin Purchasing Office
P.O. Box 1088
Austin, Texas 78767
OR
PURInsuranceCompliance@austinTexas.gov
iii. The Contractor shall not commence work until the required insurance is obtained and until such
insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 14 Rev. 04-10-2023
decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of
liability on the part of the Contractor.
iv. The City may request that the Contractor submit certificates of insurance to the City for all
Subcontractors prior to the Subcontractors commencing work on the project.
v. The Contractor’s and all Subcontractors’ insurance coverage shall be written by companies
authorized to do business in the State of Texas and have an A.M. Best rating of B+VII or better.
vi. The “other” insurance clause shall not apply to the City where the City is an additional insured
shown on any policy. It is intended that policies required in the Contract, covering both the City and
the Contractor, shall be considered primary coverage as applicable.
vii. If insurance policies are not written for amounts specified in Section B., Specific Insurance
Requirements, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences
in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary
coverage.
viii. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review
certified copies of policies and endorsements thereto and may make any reasonable requests for
deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions
except where policy provisions are established by law or regulations binding upon either of the
parties hereto or the underwriter on any such policies.
ix. The City reserves the right to review the insurance requirements set forth during the effective
period of the Contract and to make reasonable adjustments to insurance coverage, limits, and
exclusions when deemed necessary and prudent by the City based upon changes in exposure,
statutory law, court decisions, the claims history of the industry or financial condition of the
insurance company as well as the Contractor.
x. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse
during the term of the Contract or as required in the Contract.
xi. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any,
stated in policies. Self-insured retentions greater than $499,999 shall be disclosed on the Certificate
of Insurance.
xii. If any required insurance is written on a claims-made basis, the Certificate of Insurance shall state
that the coverage is claims-made and the retroactive date shall be prior to or coincident with the
date of the Contract and the coverage continuous and shall be provided for 24 months following
the completion of the Contract.
xiii. The insurance coverages specified in Section B., Specific Insurance Requirements, are required
minimums and are not intended to limit the responsibility or liability of the Contractor.
B.Specific Insurance Coverage Requirements: The Contractor, consistent with its status as an independent
Contractor shall carry and will cause its Subcontractors to carry, at a minimum insurance in the types and
amounts indicated below for the duration of the Contract, including extension options and hold over
periods, and during any warranty period.
i. Worker’s Compensation and Employers’ Liability Insurance: Coverage shall be consistent with
statutory benefits outlined in the Texas Worker’s Compensation Act (Section 401). The minimum
policy limits for Employer’s Liability are $100,000 bodily injury each accident, $500,000 bodily injury
by disease policy limit and $100,000 bodily injury by disease each employee.
(1) The Contractor’s policy shall apply to the State of Texas and include these endorsements in favor
of the City of Austin:
a. Waiver of Subrogation, Form WC420304, or equivalent coverage;
b. 30 Days’ Notice of Cancellation, Form WC420601, or equivalent coverage.
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STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 15 Rev. 04-10-2023
ii. Commercial General Liability Insurance: Coverage with minimum bodily injury and property
damage per occurrence limits of $500,000 for coverages A (BodilyInjury and Property Damage) and
B (Personal and Advertising Injury).
(1) The policy shall contain the following provisions:
a. Contractual liability coverage for liability assumed under the Contract and all other Contracts
related to the project;
b. Independent Contractors coverage (Contractor/Subcontracted work);
c. Products/Completed Operations Liability for the duration of the warranty period;
d. If the project involves digging or drilling, provide Explosion, Collapse, and Underground (X, C, &
U) Coverage.
(2) The policy shall also include these endorsements in favor of the City of Austin:
a. Waiver of Subrogation, Endorsement CG 2404, or equivalent coverage;
b. 30 Days’ Notice of Cancellation, Endorsement CG 0205, or equivalent coverage;
c. The City of Austin listed as an additional insured, Endorsement CG 2010, or equivalent
coverage.
iii. Business Automobile Liability Insurance: Coverage f or all owned, non-owned and hired vehicles
with a minimum combined single limit of $500,000 per occurrence for bodily injury and property
damage. Alternate acceptable limits are $250,000 bodily injury per person, $500,000 bodily injury
per occurrence and at least $100,000 property damage liability per accident.
(1) The policy shall include these endorsements in favor of the City of Austin:
a. Waiver of Subrogation, Endorsement CA0444, or equivalent coverage;
b. 30 Days’ Notice of Cancellation, Endorsement CA0244, or equivalent coverage;
c. The City of Austin listed as an additional insured, Endorsement CA2048, or equivalent coverage.
iv. Professional Liability/Technology Errors and Omissions Insurance: The Contractor shall provide
coverage, at a minimum limit of $1,000,000per claim, to pay on behalf of the assured all sums which
the assured shall become legally obligated to pay as damages by reason of any negligent act, error,
omission, or breach of security (including but not limited to any confidential or private information)
arising out of the performance of professional services under this Agreement. The required
coverage shall extend to technology licensed and/or purchased, including any Software licensed or
Hardware purchased under this Contract.
v. Cyber Liability Insurance: Coverage of not less than $2,000,000 providing coverage for damages
and claims expenses, including notification expenses, arising from (1) breach of network security,
(2) alteration, corruption, destruction or deletion of information stored or processed on a computer
system, (3)invasion of privacy, including identity theft and unauthorized transmission or publication
of personal information, (4) unauthorized access and use of computer systems, including hackers
(5) the transmission of malicious code, and (6) website content, including claims of libel, slander,
trade libel, defamation, infringement of copyright, trademark and trade dress and invasion of
privacy.
C. Endorsements: The specific insurance coverage endorsements specified above, or their equivalents
must be provided. If endorsements, which are the equivalent of the required coverage, are proposed
to be substituted for the required coverage, copies of the equivalent endorsements must be provided
for the City’s review and approval.
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 16 Rev. 04-10-2023
2 SERVICES
2.1 ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES AND/OR SERVICES:
If, instead of requiring immediate correction or removal and replacement of defective or non-conforming
Deliverables or Services, the City prefers to accept it, the City may do so. The Contractor shall pay all claims,
costs, losses and damages attributable to the City’s evaluation of and determination to accept such
defective or non-conforming Deliverables or Services. If any such acceptance occurs prior to final payment,
the City may deduct such amounts as are necessary to compensate the City for the diminished value of the
defective or non-conforming Deliverables or Services. If the acceptance occurs after final payment, such
amount will be refunded to the City by the Contractor within 30 calendar days of notification provided by
the City.
2.2 WORKFORCE:
A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the
services which they will perform under the Contract.
B. The Contractor, its employees, Subcontractors, and Subcontractor's employees may not while engaged
in participating or responding to a Solicitation or while in the course and scope of delivering goods or
services under a City of Austin Contract or on the City's property:
i. Illegally use or possess a firearm, except as required by the terms of the Contract; or
ii. Use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor
may such workers be intoxicated, or under the influence of alcohol or drugs, on the job.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly
or disobedient, has knowingly or repeatedly violated safety regulations, has illegally possessed any
firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor
shall immediately remove such worker from Contract services, and may not employ such worker again
on Contract services without the City's prior written consent.
2.3 GUARANTEE – SERVICES:
The Contractor warrants and represents that all services to be provided to the City under the Contract will
be fully and timely performed in a good and workmanlike manner in accordance with generally accepted
industry standards and practices following the terms, conditions, and covenants of the Contract, and all
applicable Federal, State and local laws, rules or regulations.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by
law, and any attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from Final
Acceptance Date. The maintenance period shall not begin until after the Final Acceptance Date and no
associated maintenance fees will be charged until commencement of the maintenance period. If during
the warranty period, one or more of the above warranties are breached, the Contractor shall promptly
upon receipt of demand perform the services again in accordance with the services warranty standard
at no additional cost to the City. All costs incidental to such additional performance shall be borne by
the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty
within 30 calendar days of discovery of the breach of warranty, but failure to give timely notice shall
not impair the City’s rights under this Section.
C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard
as required by the City, then in addition to any other available remedy, the City may reduce the amount
of services it may be required to purchase under the Contract from the Contractor and purchase
conforming services from other sources. In such event, the Contractor shall pay to the City upon
demand the increased cost, if any, incurred by the City to procure such services from another source.
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 17 Rev. 04-10-2023
2.4 DATA SECURITY:
The Contractor shall:
A. Notify the City of a Security Incident as soon as practicable, but no later than 24 hours after the
Contractor becomes aware of it; and
B. Notify the City Identified Contact of any of a Security Incidents by telephone at 512-974-4357 and email
at cybersecurity@austintexas.gov and AE-Exec-Info-Sec@austinenergy.com.
B. All vendors and subcontractors who have access to city data are required to have internal privacy and
security policies.
C. All vendors and subcontractors are required to provide proof of at least annual cybersecurity training
for all authorized persons with access to city data.
2.5 TRAVEL EXPENSES:
All travel, lodging and per diem expenses in connection with the Contract for which reimbursement may
be claimed by the Contractor under the terms of the Solicitation will be reviewed against the current
United States General Services Administration Domestic Per Diem rates as published and maintained
online at: https://www.gsa.gov/travel/plan-book/per-diem-rates
No amounts in excess of the Travel Policy or rates shall be paid. All Invoices must be accompanied by copies
of detailed itemized receipts (e.g. hotel bills, airline tickets). No reimbursement will be made for expenses
not actually incurred. Airline fares in excess of coach or economy will not be reimbursed. Mileage charges
may not exceed the amount permitted as a deduction in any year under the Internal Revenue Code or
Regulations.
2.6 PLACE AND CONDITION OF WORK:
The City shall provide the Contractor access to the sites where the Contractor is to perform the services as
required for the Contractor to perform the services in a timely and efficient manner, in accordance with
and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has
satisfied itself as to the nature of the City’s service requirements and Specifications, the location and
essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and
facilities necessary to perform the services, and any other condition or state of fact which could in any way
affect performance of the Contractor’s obligations under the Contract. The Contractor hereby releases and
holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual
site or service conditions differ from expected conditions.
2.7 COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS:
The Contractor, its Subcontractors, and their respective employees, shall comply fully with all applicable
Federal, State, and local health, safety, and environmental laws, ordinances, rules and regulations in the
performance of the services, including but not limited to those promulgated by the City and by the
Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety
requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all
claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach
of the Contractor’s obligations under this Paragraph.
2.8 NON-SOLICITATION:
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 18 Rev. 04-10-2023
A. During the term of the Contract, and for a period of 6 months following termination of the Contract,
the Contractor, its affiliate, or its agent shall not hire, employ, or solicit for employment or consulting
services, a City employee employed in a technical job classification in a City Department that engages
or uses the services of a Contractor employee.
B. If a breach of Paragraph A occurs the Contractor shall pay liquidated damages to the City in an amount
equal to the greater of: (i) one year of the employee’s annual compensation; or (ii) 50percent of the
employee’s annual compensation while employed by the City. The Contractor shall reimburse the City
for any fees and expenses incurred in the enforcement of this provision.
C. During the term of the Contract, and for a period of six months following termination of the Contract,
a Department that engages the services of the Contractor or uses the services of a Contractor employee
will not hire a Contractor employee while the employee is performing work under a Contract with the
City unless the City first obtains the Contractor’s approval.
D. Notwithstanding the foregoing, this provision shall be waived in the event an employee initiates an
unsolicited action based on public advertisements in newspapers, trade publications, or electronic job
boards.
2.9 WORKFORCE SECURITY CLEARANCE AND IDENTIFICATION (ID):
A. Access to the Department building by the Contractor, all Subcontractors and their employees will be
strictly controlled, at all times, by the City. Security badges will be issued by the Department for this
purpose. The Contractor shall submit a complete list of all persons requiring access to the building at
least 30 days in advance of their need for access. The City reserves the right to deny a security badge
to any Contractor personnel for reasonable cause. The City will notify the Contractor of any such denial
no more than 20 days after receipt of the Contractor’s submittal.
B. Where denial of access by a particular person may cause the Contractor to be unable to perform any
portion of the work of the Contract, the Contractor shall so notify the City’s Contract Manager, in
writing, within 10 days of the receipt of notification of denial.
C. Contractor personnel will be required to check in at the security desk when entering or leaving
the building and security badges must be on display, at all times, when in the building. Failure to do so
may be cause for removal of Contractor Personnel from the worksite, without regard to Contractor’s
schedule. Security badges may not be removed from the premises.
D. The Contractor shall provide the City’s Contract Manager with a list of personnel scheduled to enter the
building, seven days in advance. The list shall identify the persons by name, date of birth, driver’s license
number, the times that they will be inside the building and the areas where they will be working. Only
persons previously approved by the City for the issuance of security badges will be admitted to the
building.
E. The Contractor shall comply with all other security requirements imposed by the City and shall ensure
that all employees and Subcontractors are kept fully informed as to these requirements.
3 DEFINITIONS
1. “Affiliate” – including but not limited to, (i) Contractor’s parent, subsidiaries, sister companies,
partnerships, joint ventures, franchisees, assigns, business partners, contractors, subcontractors and
consultants, controlling, controlled by or under common control of Contractor as they may change from
time to time and (ii) Users, as they may change from time to time.
2. “Amendment” – a written document executed by both Parties that modifies the terms of this Contract,
including referenced attachments.
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STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 19 Rev. 04-10-2023
3. “Authorized Persons” – the Contractor personnel (including subcontractor personnel) located in the
contiguous United States having successfully completed the required background check and related
requirements of the Contract.
4. “Change Order Request” – the written document provided by the City to Contractor requesting changes
to Contractor’s obligations under this Contract.
5. “Change Order Response” – the written document provided to the City by Contractor in response to City’s
Change Order Request.
6. “City Confidential Information” – (a) information provided by the City that is marked or identified as
confidential, (b) information, including software, computer programs, documentation, processes,
procedures, techniques, technical, financial, customer, personnel and other business information of a non-
public nature that would reasonably be understood to be confidential whether or not marked or identified
as confidential, (c) information generated by Contractor (or subcontractor) that contains, reflects, or is
derived from Confidential Information, (d) Personal Identifying Information, (e) Restricted Data , and (f) all
other information made confidential by federal, state or local law or regulation. City Confidential
Information is part of City Data.
7. “City Data” – data or information (in any form) regarding the City or its customers that is created, collected,
provided, obtained, or otherwise made available in connection with this Contract to an Authorized Person.
8. “City Identified Contact” – the person or persons designated in writing by the City to receive security
incident notifications.
9. “City” – the City of Austin, Texas, a municipal corporation and subdivision of the State of Texas, or a
department of same.
10. “Cloud Service” – any Service made available to Users via the Internet from a provider's servers as opposed
to being provided from the City’s own on-premises servers. In this instance, it would mean such Services
provided by the Contractor.
11. “Confidential Information” – all written or oral information, which may be disclosed by either Party to the
other, related to the business operations of either Party or a third party that has been identified as
confidential or that by the nature of the information or the circumstances surrounding disclosure ought
reasonably to be treated as confidential; “City Confidential Information” is a subsets of Confidential
Information.
12. “Contract” – the final general authorizing document (including Change Orders thereto) utilized by the City
to procure Services from Contractor and any attachments and appendices attached thereto.
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 20 Rev. 04-10-2023
13. "Contract Price" – the total amount to be paid to Contractor under any Purchase Order as it may be
adjusted or changed in accordance with the terms of the final Contract.
14. “Contractor” – the contractor and its employees, subcontractors, agents and affiliates who are providing
the services agreed to under the contract.
15. “Contractor Information” – all techniques, algorithms and methods or rights thereto owned by or licensed
to Contractor during the term of this Contract and employed by Contractors in connection with the Services
provided to City.
16. “Contractor Software” – software that was developed or licensed to Contractor independent of this
Contract and which Contractor utilizes to provide the Subscription Services or the Non-subscription
Services.
17. “Data Breach” – the unauthorized access by a non-authorized person(s) that results in the use, disclosure
or theft of City’s or City’s customers’ unencrypted Personally Identifiable Information or City Confidential
Information.
18. “Documentation” – the documentation created by the Contractor for the Services provided but does not
include customized documentation prepared under the Contract and which are Deliverables under the
Contract, including the Statement of Work; such Deliverables are wholly owned by City and Contractor shall
make no claim to such Deliverables.
19. “Facility” – the City designated facility or location set forth in the Purchase Order where Services are to be
performed by Contractor or Supplier or software installed.
20. “FACTA” – the Fair and Accurate Credit Transactions Act, 15 U.S.C. §§ 1681-1681x.
21. “Final Acceptance Date” – the date upon which the City confirms that all Services and Work Products have
been completed and tested and function in accordance with the terms of the Contract.
22. “IaaS Subscription Schedule” – the document, part of the Contract, executed by both Parties that sets out
the Parties’ rights and obligations with respect to City’s access to and use of the IaaS services.
23. “Infrastructure-as-a-Service” (IaaS) – the capability provided to the consumer to provision processing,
storage, networks and other fundamental computing resources where the consumer is able to deploy and
run arbitrary software, which can include operating systems and applications. The consumer does not
manage or control the underlying cloud infrastructure but has control over operating systems, storage,
deployed applications and possibly limited control of select networking components (e.g., host firewalls).
24. “Non-Public Data” – data typically considered internal and used for city business or mission needs. All
information is considered Non-Public unless otherwise classified or explicitly defined through the
Information Governance Program or official policy or procedural documents.
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STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 21 Rev. 04-10-2023
25. “Public Data” means data typically created for public release or released to the public through management
decision and/or a public information request.
26. “Restricted Data” means data typically exempt from public disclosure requirements under the provisions
of applicable state or federal law. Examples of restricted information are regulated and confidential data.
27. “Non-Subscription Services” – the Services provided to City by Contractor under this Contract that are not
included in the definition of Subscription Services. Non-subscription Services shall include, but not be
limited to, consulting, implementation, customization and other services provided to City by Contractor
under this Contract, together with all documentation provided by or otherwise required of Contractor for
any of the consulting, implementation, customization or other Services it provides.
28. “PaaS Subscription Schedule” – the document, part of the Contract, executed by both Parties that sets out
the Parties’ rights and obligations with respect to City’s access to and use of the PaaS services.
29. “Party” or “Parties” – the City and Contractor, individually or together, as applicable.
30. “Personally Identifiable Information” – information that can be used to distinguish or trace an individual's
identity, either alone or when combined with other personal or identifying information that is linked or
linkable to a specific individual. PII includes, but is not limited to, personal information and/or personal
data. Some forms of PII are considered Restricted Data and require additional protection, including, but not
limited to, Sensitive Personal Information (SPI), Sensitive and/or Protected PII, and Protected Health
Information (PHI).
31. “Platform-as-a-Service” (PaaS) – the capability provided to the City to deploy onto the cloud infrastructure
consumer-created or -acquired applications created using programming languages and tools supported by
the provider. This capability does not necessarily preclude the use of compatible programming languages,
libraries, services and tools from other sources. The consumer does not manage or control the underlying
cloud infrastructure, including network, servers, operating systems or storage, but has control over the
deployed applications and possibly application hosting environment configurations.
32. “Purchase Order” – the general authorizing document (including Change Orders thereto) utilized by the
City to procure Services from Contractor under this Contract and any attachments and appendices attached
thereto.
33. “SaaS Software Application” and “SaaS Software” – the computer software listed on a SaaS Subscription
Schedule to which Contractor has granted City access and use as part of the Subscription Services. This
includes any customization, other derivative works, upgrades, releases, fixes, patches, etc. related to the
software that Contractor develops or deploys during the term of this Contract, together with all
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STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 22 Rev. 04-10-2023
documentation provided by or otherwise required of Contractor for any of the software, customization,
other derivative works, upgrades, releases, fixes, patches, etc.
34. “SaaS Subscription Schedule” – the document, part of the Contract, executed by both Parties that sets out
the Parties’ rights and obligations with respect to City’s access to and use of the SaaS Software Application.
35. “Security Incident” – any actual or potential unauthorized disclosure of, or unauthorized access to, City
Confidential Information; or a violation or imminent threat of violation of computer security policies,
acceptable use policies, or violation or imminent threat of violation of industry standard security practices.
36. “Service Level Agreement” (SLA) – a written agreement between both the City and the Contractor that is
subject to the terms and conditions of the Contract that, unless otherwise agreed, includes (1) the technical
service level performance promises, (i.e. metrics for performance and intervals for measure), (2) description
of service quality, (3) identification of roles and responsibilities, (4) security responsibilities and notice
requirements, (5) how disputes are discovered and addressed, and (6) any remedies for performance
failures by or otherwise required of Contractor for any of the software, customization, other derivative
works, upgrades, releases, fixes, patches, etc.
37. “Service Levels” – the performance specifications for work performed by the Contractor under a SaaS
Subscription Schedule or Statement of Work.
38. "Services" – work, direction of work, installation services, technical information, technical consulting,
software programming and development, software maintenance and support services, or other
professional and technical services furnished by Contractor as described in detail in the final Contract.
39. “Software” – the computer programs in source code, object code or binary form or in any other form,
including any related or included computer programs, whether owned by Licensor or licensed to Licensor
by a third party which has authorized Licensor to sublicense such computer programs, and including any
documentation or related materials concerning the application, use, training of users, theory of operation,
maintenance or any other aspect of the Software.
40. “Software-as-a-Service” (SaaS) – the Services provided to the City to use the Contractor’s offering running
on non-City owned infrastructure. The User does not manage or control the underlying cloud infrastructure
including network, servers, operating systems, storage or even individual application capabilities, with the
possible exception of limited user-specific application configuration settings.
41. “Specifications” – those technical specifications attached to the Contract and to which the Services and
Work Products supplied by Contractor must conform.
42. “Statement/Scope of Work” – a written statement of Deliverables including Services and, ultimately, the
Contract, which describes the City’s Service needs and expectations.
CITY OF AUSTIN
STANDARD TERMS AND CONDITIONS
Standard Terms & Conditions 23 Rev. 04-10-2023
43. “Subscription Services” – City’s access to and use of and Contractor’s provision of the SaaS Software
Applications and other Services listed on a SaaS Subscription Schedule and in accordance with the terms
and conditions set forth in the SaaS Subscription Schedule and Contract documents, as appropriate.
44. “Third Party” – any natural person or legal entity other than Contractor and City.
45. “Transition Date” – the date upon which it is established to City’s satisfaction that the SaaS Software
Application is stable enough to support City’s production processing.
46. “User Information” – all information directly or indirectly obtained from Users accessing the SaaS Software
Applications where such information is obtained by Contractor or by any of its employees, representatives,
agents or any Third Parties having contractual privity with Contractor or who are under Contractor’s
supervision or control.
47. “User” – City’s employees, agents, consultants, outsourcing companies, contractors and others who are
authorized by City to access and use the SaaS Software Applications and any part or portion of the
Subscription Services or non-Subscription Services in the performance of their duties for City.
48. “Work Product” – all deliverables and other materials, products or modifications developed or prepared
for City by Contractor under this Contract, including without limitation, any integration software or other
software, all data, program images and text viewable on the Internet, any HTML code relating thereto, or
any program code, including program code created, developed or prepared by Contractor under or in
support of the performance of its obligations under this Contract, including manuals, training materials and
documentation, but excluding the Contractor’s Software.
Scope of Work Page 1 of 7
CITY OF AUSTIN
SCOPE OF WORK
TRANSCRIPTION SERVICES
SOLICITATION NO. RFP 8700 ALD3035
1.0 Purpose
The City of Austin, hereinafter referred to as “City”, seeks proposals in response to this Request for Proposal
(“RFP”) to establish a contract to provide secure and accurate web-based transcription services. The Contract
will be utilized by the Austin Police Department, Austin Travis County Emergency Medical Services and
Austin Fire Department. The City reserves the right to allow other City Departments to utilize the Contract on
an as-needed basis.
The Contract shall remain in effect for an initial term of 24 months, or the City terminates the Contract. This
Contract may be extended (option 2 - automatically) beyond the initial term for up to three additional 12 month
periods at the City’s sole option.
The City of Austin seek to accomplish the following goals:
1.1 Obtain a confidential, secure and quality controlled system for timely and cost-effective transcription
services.
1.2 Provide transcription services in English, Spanish, or other languages as requested by the City, 24
hours a day and 365 days per year with the utmost level of experience and expertise.
1.3 Reduce the amount of time City staff spend on transcribing digital recordings and translating
documents.
1.4 Ensure modern technology is used to better serve City staff by offering a secure web-based
transcription management system for the transfer of digital recordings and transcription retrieval.
1.5 Maintain an online management inquiry and reporting system that enables designated Contract users to
separately track status of transcription requests and obtain reports.
2.0 Background
APD is required to transcribe audio and video recordings during the course of criminal and internal
investigations. Recordings consist of but are not limited to interviews, statements, telephone conversations,
walk-throughs, and in-car audio and video footage. Transcriptions are used by APD personnel and related
government agencies in preparation for trial proceedings and may be presented in court. The source material
may be CD's, DVD's, digital sound files, digital tape, audio and video tapes, and digital video among others.
EMS is required to transcribe audio during the course of internal investigations pursuant to Civil Service Law.
The source material may be CD's, DVD's, Digital sound files, digital tape, audio and video tapes, and digital
video among others. AFD transcription services are used only during an administrative investigation. All
interviews with a particular subject or witness are audio recorded and will then be transcribed via files provided
by secure internet site or mail.
In Fiscal Year (FY) 2021 (October 2020 – September 2021) the City submitted approximately 684
transcription orders averaging 57 orders per month. A total of 15,249 pages were transcribed at an average of
22 pages per order and a total of 29,140 minutes were transcribed at an average of 42 minutes per order.
Approximately 20% of all files shall be video recordings averaging 30 minutes per order.
3.0 Minimum Qualifications
The Contractor shall meet all of the following minimum qualifications:
3.1 Contractor shall have a minimum of five (5) years demonstrated experience providing law enforcement
and/or public safety transcription services with a minimum transcription rate of 98 percent (98%) and total
error count of 2 percent (2%) or less at the time of Offer submission.
3.2 Contractor shall have a minimum of five (5) years demonstrated experience providing a secure
transcription management software and/or system that has been utilized successfully in the
transcription/translation service environment.
Scope of Work Page 2 of 7
3.3 Contractor shall be able to provide trained and experienced transcriptionists. Staffing levels shall be
adjusted by the Contractor based on the periodic analysis of actual volume to efficiently maintain
appropriate service levels and consistently meet requested turnaround times. Contractor shall show proof
of certifications and experience for each transcriptionist assigned to the contract. Certifications shall be
maintained throughout the term of the contract.
3.4 Contractor shall offer transcription services in languages other than English. Contractor shall ensure
personnel performing transcription services in a language other than English hold a current certification
with the American Translators Association (ATA) to translate from English into the target language and
vice versa. This certification shall be maintained throughout the term of the contract.
3.5 Contractor shall hold and maintain throughout the term of the contract any and all licensures and
certificates as required in the industry, as required by Texas State Law, or as required for acceptance of
such transcripts in a court of law.
4.0 Contractor Responsibilities
The Contractor shall provide all office space, storage capacity, equipment, facilities, communications and
personnel necessary to perform all functions specified in this Scope of Work. It shall be the business decision
of the Contractor to determine if they shall own, rent, lease, subcontract, etc. any office space, storage
capacity, equipment, facilities, communications, and/or personnel necessary to perform all functions specified
in this Scope of Work. If the Contractor chooses to utilize subcontractors for this Contract, it is the
responsibility of the Contractor to negotiate any payments or reimbursements directly with the subcontractor.
4.1 AUTOMATED TRANSCRIPTION MANAGEMENT SYSTEM
The Contractor shall provide a secured automated, web-based system(s) necessary to receive
electronic files, transcribe the files, and securely transmit completed work products. The system(s)
shall be one that the Contractor regularly utilizes for State, County, or City Municipalities. APD prefers
one centralized system that shall allow multiple users to access information simultaneously utilizing
individual credentials.
The services to be provided shall include security, back-up, disaster recovery and support services at
the Contractor’s site. All costs for the associated hardware, software and reporting shall be included in
the rates and provided at no additional cost to the City.
4.1.1 The system(s) shall:
A. Be able to send and receive data through multiple communication channels including, but not
limited to, secure website and/or smartphone application.
B. Have a secured internet site that utilizes industry standard encryption to store and transmit
work product and allows for multiple security levels.
C. Include an easy to use navigation type website with an ability for City staff to track the
progress and status of an order as it goes through the process of being transcribed.
Additionally, each individual user shall have the ability to pull up all open and previously
transcribed requests when logging into their account.
D. Be able to produce monthly and on demand reports within 24 hours of request which include
at a minimum the quantity of transcriptions performed and duration of request. Please include
in proposal response all the types of reports the system is capable of producing.
E. Maintain an online management inquiry and reporting system that enables City staff to
separately track status/progress of transcription requests. Information to be queried shall
include but not be limited to the following: division, submitter, submission date, due date,
interviewee’s name, and transcriptionist.
F. Be able to notify City staff who submitted the request when the request is completed and
available on the system for download.
G. Have the ability to produce requests in Microsoft Word 2016 format. All spreadsheet reports
shall be available in Microsoft Excel 2016 and PDF format.
H. Produce all transcription requests formatted to the City’s specifications.
I. Be operational seven days per week, twenty-four hours per day, and 365 days per year
except for regular maintenance periods which shall be performed in off peak hours.
Maintenance periods shall be scheduled in advance with APD via written communication, and
Scope of Work Page 3 of 7
no maintenance period shall take place for longer than fifteen (15) minutes without prior
written consent of the City’s Contract Manager.
4.2 TRANSCRIPTION SERVICES
Contractor shall provide verbatim transcription services using the provided standards and formats. The
materials to be transcribed shall include non-verbal communication such as pointing or answering a
question with a shrug including indications for silence, or hesitations in dialogue such as “um”. Verbatim
transcription services shall also include slang words, and profanity, all audible words must be
transcribed including background noises such as coughing, laughing and two speakers talking
simultaneously. External unintelligible noise such as radio transmissions and background dialogue,
unrelated to the interview shall not be transcribed.
4.2.1 Contractor shall accept transcription requests twenty-four (24) hours per day, seven (7) days per
week and three hundred sixty-five (365) days a year.
4.2.2 Contractor shall maintain the capability to accept physically transferred non-digital media such as
cassette tape, micro-cassette tape, audio CDs, and DVDs through secure courier service to
include but not be limited to USPS, FedEx and/or UPS.
4.2.3 Contractor shall produce transcribed documents before or within the time period requested. The
time period for delivery of such reports shall be measured from the time at which the file is
uploaded into the automated transcription system to the time at which the City can download the
document.
4.2.3.A.The document completion times described in 5.3 are applicable 365 days per year. Any
transcript rejected by the City as a result of errors, as described in section 5.6
Training and Quality Assurance, and returned to Contractor for modifications
shall be returned within two (2) business days of receipt.
4.2.4 Contractor shall immediately notify City staff if unable to meet the requested transcription due
date.
4.2.5 Contractor shall appoint an account manager as the designated point of contact for this Contract.
The account manager shall assist with trouble shooting issues and shall respond to inquiries
within a minimum of 24 hours. The assigned account manager must have an in-depth knowledge
of the City's contract. The account manager or a designee shall be available Monday through
Friday 7am – 5pm to attend meetings, discuss contract items and have the authority to make
decisions on behalf of the selected Contractor.
4.3 TRANSCRIPTION RESPONSE TIMES
Contractor shall produce transcribed documents before or within the time period assigned by the City in
accordance with the following priority rating scale:
4.3.1 Emergency Request: audio/video/document, English or Spanish returned within 48 (forty-eight)
hours after Contractor receipt of transcription request.
4.3.2 Priority 1: audio/video/document, English or Spanish returned within three (3) business days after
Contractor receipt of transcription request.
4.3.3 Standard Delivery: Any length audio/video/document source material, English or Spanish return
within seven (7) business days from receipt of transcription request.
4.3.4 Foreign Language Orders (Other than Spanish): the due date for these types of transcriptions
shall be extended by no more than seven (7) business days.
4.4 TRANSCRIPTION FORMAT
Contractor shall produce transcription documents in the following format:
Scope of Work Page 4 of 7
4.4.1 Transcriptions shall contain a header and footer measuring a ½’’ from the top and a ½’’ from the
bottom of the paper.
4.4.2 Transcriptions shall open in Microsoft Word 2016 (.doc) or (.docx) file format. Contractor shall
maintain modern technology and shall be required to update the formats acceptable as deemed
necessary by the City throughout the term of the contract.
4.4.3 Transcriptions shall be formatted to print on one side in black font and formatted to fit on an 8 ½’’
x 11’’ size paper.
4.4.4 Transcriptions shall use font size Ariel 12 point and be single spaced.
4.5 TRANSCRIPTION CONFIDENTIALITY
The Contractor shall ensure that the confidential nature of all transcription information is strictly
enforced. Strict confidentiality requirements for all employees are mandated. Each transcription
associate performing services on this contract including transcriptionist, translators, and clerical
personnel are required to sign a “Confidentiality Agreement” at the start of their employment. Any
violation of confidentiality agreements shall be provided to the City’s Contract Manager.
The Contractor shall adhere to the following confidentiality terms:
4.5.1 Agree that all files and transcriptions are the property of the City of Austin. All information in the
reports is also the property of the City of Austin.
4.5.2 Assure that employees and subcontractors understand that they are not to discuss any
information in any of the transcripts with anyone not performing services on this contract.
4.5.3 Assure that failure to adhere to confidentiality policies shall result in immediate dismissal of the
employee or subcontractor from performing services on this contract.
4.5.4 Assure ramifications of the Confidentiality Agreement shall be fully explained to staff performing
services on this contract and staff shall agree in writing to adhere to the confidentiality agreement.
Include in the agreement that in the event any staff determines they personally know any party
mentioned in the recording, or any other City of Austin staff member, they will immediately recuse
themselves from completing the work and refrain from further access of the recordings or related
documents.
4.5.5 Ensure that copies, in any format, of reports beyond necessary time defined and specified as
audio storage for a period of six (6) months from date of upload and text storage for a period of
three (3) months. After the retention period specified, all information in electronic format shall be
destroyed. Any information requested by an entity that is not a party to this contract may only be
released with the written permission of the City’s Contract Manager.
4.6 TRAINING AND QUALITY ASSURANCE
The Contractor shall:
4.6.1 Assure that error rate does not exceed two percent (2%) per document. The error rate shall be
defined as the number of errors in the document, divided by the total number of words in the final
document.
4.6.2 Review five percent (5%) of all submitted work for content, grammar, punctuation, spelling,
typographical errors, and verbatim transcription. A report summary of the quality assurance of
findings for all areas shall be forwarded to designated City staff on demand.
4.6.3 Be solely responsible for all correct spelling, including unfamiliar words, as well as for checking
dictionaries and reference resources for distinguishing between similar sounding terms. Quality
assurance functions shall take place prior to the transmission of reports to the City.
4.6.4 For purposes of this contract, errors include but are not limited to:
Scope of Work Page 5 of 7
4.6.4.A Omitted material
4.6.4.B Misspelled words
4.6.4.C Transposed letters
4.6.4.D Strike overs
4.6.4.E Not transcribed verbatim
4.6.4.F Typing other than what was recorded
4.6.4.G Formatting errors
4.6.4.H Use of unintelligible when recording is intelligible
4.6.5 Agree that any transcriptions considered unacceptable by the City shall be returned for revision
and corrections shall be made within two business days. The Contractor shall notify the City staff
who submitted the work via email when corrected transcript is available.
4.6.6 Adhere to the highest professional and ethical standards in performing the services pursuant to
this contract. All documents shall be neat in appearance and shall contain information identifying
the transcriptionist.
4.6.7 Ensure new transcriptionist shall be trained in the City of Austin required protocols and closely
monitored to ensure they meet sufficient standards to perform services on this contract. If a
transcriptionist has 3 instances of completing transcriptions with excessive errors within a six (6)
month period, they shall be removed from the contract.
4.7 SPECIFIC INVOICE REQUIREMENTS
The Contractor shall:
4.7.1 Assign separate billing account to each of the specified City of Austin Departments and their
respective divisions. Additional accounts shall be opened as needed.
4.7.2 Prepare monthly invoices listing each completed transcription and submit to the requesting
Department on the 15th of each month for the previous month’s services.
4.7.3 Invoices shall contain at least the following specific information for each request completed and
billed:
4.7.3.A Requesting division
4.7.3.B Name of individual being interviewed
4.7.3.C Name of Moderator
4.7.3.D Case number or other identifying number
4.7.3.E Requested turnaround time
4.7.3.F Number of units billed
4.7.3.G Unit of measure (i.e., words, pages, etc.)
4.7.3.H Unit price
4.7.3.I Billing amount per transcription
4.7.3.J Total invoice amount
4.8 REPORTS
The Contractor shall make contract reports available to the City electronically via an automated system
and downloadable in Microsoft Excel, Portable Document Format (PDF), or other format mutually agreed
upon by the City and the Contractor.
5.0 City’s Responsibilities
The City will:
Scope of Work Page 6 of 7
5.1 Upload digital files requiring transcription to the Contractor’s secured automated management
system or will physically transfer files from the City’s possession to the Contractor by mail via a
method agreed upon by the City and Contractor.
5.2 Assign a response deadline to each request uploaded to the Contractor’s secured automated
management system.
5.3 Notify the Contractor within five (5) business days receipt of completed transcription if corrections
are necessary. Notification will be sent through the Contractor’s automated management system.
5.4 Request the Contractor provide a written quote for transcription of a foreign language (other than
Spanish). The City will determine if pricing offered is reasonable and advice the Contractor to
proceed once a determination is made.
5.5 Provide the Contractor a primary point of contact for the duration of the contract.
6.0 SPECIFIC INVOICE REQUIREMENTS
The City’s preference is to have invoices emailed to the below address:
DEPARTMENT EMAIL
Austin Police Department apdaccountspayable@austintexas.gov
Austin Fire Department FireAcctsPayable@austintexas.gov
Aviation Department Invoices@flyaustin.com
Emergency Medical
Services
EMSAP@austintexas.gov
Austin Public Library lib.ap@austintexas.gov
For questions regarding your invoice/payment please contact the city department representative.
7.0 Designation of Key Personnel
The City and the Contractor resolve to keep the same key personnel assigned to this
engagement throughout its term. In the event that it becomes necessary for the Contractor to
replace any key personnel, the replacement will be an individual having equivalent experience
and competence in executing projects such as the one described herein. Additionally, the
Contractor shall promptly notify the City and obtain approval for the replacement. Such
approval shall not be unreasonably withheld. The Contractor’s and City’s key personnel are
identified as follows:
Name/ Title Phone Number Email Address
City Contract
Manager
Enjole
Armstrong
512-974-5082 Enjole.armstrong@austintexas.gov
City Contract Monitor Karen Bitzer 512-974-4131 karen.bitzer@austintexas.gov
City Contract Monitor Janet Thomas 512-530-6390 janet.thomas@flyaustin.com
City Contract Monitor Chris Mendoza 512-978-1194 christopher.mendoza@austintexas.gov
City Contract Monitor Molly Hults 512-974-7382 molly.hults@austintexas.gov
City Contract
Administrator,
Procurement
Specialist
Al Drayton 512-974-2298 alfonso.drayton@austintexas.gov
Contractor’s Key
Personnel
TBD
8.0 Deliverables/Milestones
Scope of Work Page 7 of 7
Deliverables /
Milestones Description
Timeline
(due/completion
date, reference
date, or
frequency)
Performance
Measure/
Acceptance
Criteria
Contract
Reference
Automated
Transcription
Management System
Provide a web-based
management system
Within 60 Days of
Contract Effective
Date
Delivery to
City 4.1
Provide City with
point of contact
Provide City with one point of
contact for the duration of the
contract with the authority to
discuss and change services
if necessary.
Date of contract
execution
Delivery to
City 4.2.5
Provide City with
templates of forms
for confidentiality of
work product
Provide City with one copy of
nondisclosure/confidentiality
agreement template
Date of contract
execution
Delivery to
City 4.5.4
Reporting Quality assurance report
summary On Demand Delivery to
City 4.6.2
Transition Plan /
Implementation Plan
Provide a detailed schedule of
transition from the existing
vendor
Within 30 Days of
Contract Effective
Date
City Written
Approval
Fully Operational All services effective
Within 60 Days of
Contract Effective
Date
Delivery to
City
City of Austin
Subcontract Vendor List - VCRCVS
Solicitation No.: RFP 8700 ALD3035 TRANSCRIPTION SERVICES
Version No.: 1 Phase: 1
C Code 8 Description Vend CodelAdr Contact Information W/MB Code/Bus Type Eth LCTN
Vendors Within the SLBP Area
96172 Transcription Services: Legal and Medical
AME7039605 SANDRA CHADA
Sandra Marchi aitranslators@aol.com Wg Caucasian AU
P 0 Box 90848 5126263265
Austin Tx 78709 Fax: 512-892-6234
V00000921517
Spanish For All Austin, L.L.C. Waleska Bonthrone
5701 W Slaughter Ln wbonthrone@spanishforallaustin.com MWB Hispanic AU
A130-467 5129097466
Austin Tx 78749
96175 Translation Services
VC0000101188 BOBBIE GARZA-HERNANDEZ
BOBBIE GARZA-HERNANDEZ bobbie@pinkpr.biz MWDB/ACDB Hispanic AU
Po Box 3911 512-878-2246
Austin Tx 78764-3911 Fax: 512-878-2244
VS0000010052 Arin Gray
Concept Development & Planning, LLC agray@cdandp.com WDB Caucasian AU
P.O. Box 5459 512-533-9100 12
Austin Tx 78763-5459 Fax: 512-533-9101
VS0000024713 Sebastian Puente
Cultural Strategies Inc. spuente@cultural-strategies.com
3300 Bee Cave Rd. 512-501-4971 701 MDB Hispanic AU
#650-1136 Fax:512-501-4971
Austin Tx 78746
V00000950830 Elena Quezada Rodriguez
Elena Q. Media & Consulting LLC eqmediaconsulting@gmail.com MWB Hispanic SL
907 Canyon Wren 5127843277
Buda Tx 78610 Fax: 5123945512
V00000927386 Larissa Davila
Larissa Y Davila davilaly@live.com MWB Hispanic AU
12922 Widge Drive 5126366381
Austin Tx 78727
V00000965372 MARTHA COTERA
MARTHA P COTERA marthapcotera@gmail.com MWB Hispanic AU
1502 Norris Drive 5124447595
Austin Tx 78704
V00000967199 Nayeli Aurora Gallegos-Abundis
Red Carpet Productions LLC nayeli@redcarpet-productions.com MWB Hispanic AU
1144 Airport Blvd. Ste. 260 5127794702
Austin Tx 78702
Printed on 02/25/2022 12:44PM Page 1 of 3
City of Austin
Subcontract Vendor List - VCRCVS
Solicitation No.: RFP 8700 ALD3035 TRANSCRIPTION SERVICES
Version No.: 1 Phase: 1
C Code 8 Description Vend CodelAdr Contact Information
SIL7037360
SILVIA B KENIG INC
2102 Key West Cv
Austin Tx 78746-7256
AME7039605
Sandra Marchi
P 0 Box 90848
Austin Tx 78709
V00000921517
Spanish For All Austin, LL.C.
5701 W Slaughter Ln
A130-467
Austin Tx 78749
V00000928599
Susana Pimiento Chamorro
3103 Powell Circle
Austin Tx 78704
SILVIA KENIG
skenig8@yahoo.com
512-327-9254
Fax:512-327-5119
SANDRA CHADA
a itran slators@ aol. co m
5126263265
Fax:512-892-6234
Waleska Bonthrone
wbonthron e@spa n i s hforall au sti n. co m
5129097466
Susana Pimiento Chamorro
susana@pimien.to
5125421769
W/MB Code/Bus Type Eth
MNB
WB
MWB
MWDB
LCTN
Hispanic AU
Caucasian AU
Hispanic AU
Hispanic AU
Printed on 02/25/2022 12:44PM Page 2 of 3
City of Austin
Subcontract Vendor List - VCRCVS
Solicitation No.: RFP 8700 ALD3035 TRANSCRIPTION SERVICES
Version No.: 1 Phase: 1
C Code 8 Description Vend CodelAdr Contact Information
Vendors Outside the SLBP Area
96172 Transcription Services: Legal and Medical
V00000909515
Trinity Review Services Inc
610 Uptown Blvd #2000
Cedar Hill Tx 75104
88&737-2515
9728230694
j oh n nyr@tri n i ty revi ew. com
W/MB Code/Bus Type Eth
MB African American
Total in SLBP:
Total Outside SLBP:
13
LCTN
TX
Printed on 02/25/2022 12:44PM Page 3 of 3
(Facebook Business Page, LinkedIn Business Profile, Twitter Business Account, or
see below for a list of local minority trade publishers)
(See below)
Where is the Plan Room?
How much will it cost?
What are my next steps?
AUSTIN MINORITY NEWSPAPERS
Capital City Argus News
PO Box 140471
Austin, TX 78714-0471
512-926-0348 Fax: same as phone
Charles M. Miles
Email: CMilesArgus �vahoo.com
EI Mundo Newspaper
2112 E. Cesar Chavez
Austin, TX 78702
512-476-8636
La Prensa
PO Box 6504
Austin, TX 78762-6504
512-478-3090 Fax: 512-482-6400
Nokoa The Observer
PO Box 1137
Austin, TX 78767
512-499-8713 Fax: same as phone
The Villager
4132 E. 12th Street
Austin, TX 78721
512-476-0082 Fax: 512-476-0179
World Journal Inc. of Texas/V1lorld
Journal Chinese Daily News
5855 Sovereign Dr. #C
Houston, TX 77036
Email: info __elmundonewspaper.com
Catherine Vasquez-Revilla
Email: IaprensaCc�aol.com
Akwasi Evans
Email: akwasievans2013�amail.com
Tommy L. Wyatt
Email: vi13202Cc�aol.com
Sherry Wang
Email: sherrywang1020Cc�vahoo.com
LOCAL MINORITY SERVICE ORGANIZATIONS
Asian Contractor Association
4201 Ed Bluestein Blvd, 2nd floor
Austin, TX 78721
512-926-5400 Fax: 512-926-5410
Aletta Banks
www.acta-austin.com
Email: asiancontractorCc�amail.com
Austin Area Black Contractors
Association
6448 Highway 290 East, Suite E-107
Austin, TX 78723
512-467-6895 Fax: 512-467-9808
Business Investment Growth (BIG Austin)
Capital Plaza Bank Office Building
5407 N. IH-35, Ste 200
Austin, TX 78723
512-928-8010 Fax: 512-926-2997
Business Resource Consultants
(BRC)/(Bid Briefs)
6448 Highway 290 East, Suite E-107
Austin, TX 78723
512-467-6894 Fax: 512-467-9808
Greater Austin Asian Chamber of
Commerce
8001 Centre Park Drive, Suite 160
Austin, TX 78731
512-407-8240
Greater Austin Black Chamber of
Commerce
African-American Heritage Center
912 E. 11th Street, Suite A
Austin, TX 78702
512-459-1181 Fax: 512-459-1183
Greater Austin Hispanic Chamber of
Commerce
3601 Far West Blvd, Suite 204
Austin, TX 78731
512-476-7502 Fax: 512-476-6417
U.S. Hispanic Contractors Association de
Austin (USHCA)
920 E. Dean Keeton Street
Austin, TX 78705
512-922-0507
Carol Hadnot
www.abcatx.com
Email: brc-proCc�att.net
Stacy Dukes-Rhone
www.bigaustin.orq
Email: infoCa�bigaustin.orq
Carol S. Hadnot
Email: brc-proCc�att.net
Jodie Huynh
www.austinasianchamber.ora
Email: ihuynhCa�austinasianchamber.orq
Tam Hawkins
www.austinbcc.ora
Email: adminCc�austinbcc.or
Casilda Clarich
www.gahcc.orq
Email: cclarichCc�aahcc.org
Juan Oyervides
www.ushca-austin.com
Email: info __ushca-austin.com
SOLICITATION NO.:
BUYER:
ITEM NO. PRIORITY
ESTIMATED ANNUAL
MINUTES RATE PER MINUTE EXTENDED PRICE
1.1 EMERGENCY REQUEST; RETURNED
WITHIN 48 HOURS 500 $2.18 $1,090.00
1.2 PRIORITY 1 REQUEST; RETURNED
WITHIN THREE (3) BUSINESS DAYS 1,500 $1.98 $2,970.00
1.3 NORMAL REQUEST; RETURNED
WITHIN SEVEN (7) BUSINESS DAYS 3,000 $1.65 $4,950.00
$9,010.00
ITEM NO.ESTIMATED ANNUAL
MINUTES RATE PER MINUTE EXTENDED PRICE
2.1 EMERGENCY REQUEST; RETURNED
WITHIN 48 HOURS 250 $5.25 $1,312.50
2.2 PRIORITY 1 REQUEST; RETURNED
WITHIN THREE (3) BUSINESS DAYS 750 $4.77 $3,577.50
2.3 NORMAL REQUEST; RETURNED
WITHIN SEVEN (7) BUSINESS DAYS 1,500 $3.98 $5,970.00
$10,860.00
ITEM NO.ESTIMATED ANNUAL
MINUTES RATE PER MINUTE EXTENDED PRICE
3.1 EMERGENCY REQUEST; RETURNED
WITHIN 48 HOURS 350 $11.88 $4,158.00
3.2 PRIORITY 1 REQUEST; RETURNED
WITHIN THREE (3) BUSINESS DAYS 1,000 $10.80 $10,800.00
CATEGORY 1 - Audio & Video Transcriptions - Direct to English Transcription (Audio Spoken and Transcribed in English)
Transcription, Audio & Video, English
Transcription, Audio & Video, Spanish
Transcription/Translation, Audio & Video, Spanish/English
CATEGORY 3 - Audio & Video Transcriptions - Direct to Spanish Transcription with Translation (Audio Spoken in Spanish and Transcribed in English)
DESCRIPTION
Transcription/Translation, Audio & Video, Spanish/English
PRICE PROPOSAL
CITY OF AUSTIN
TRANSCRIPTION SERVICES
SUBTOTAL FOR CATEGORY 1 =
CATEGORY 2 - Audio & Video Transcriptions - Direct to Spanish Transcription (Audio Spoken and Transcribed in Spanish)
SUBTOTAL FOR CATEGORY 2 =
DESCRIPTION
Transcription, Audio & Video, English
Transcription, Audio & Video, English
DESCRIPTION
Transcription, Audio & Video, Spanish
Transcription, Audio & Video, Spanish
RFP 8700 ALD3035
Al Drayton
Special Instructions: Offerors must use this Bid Sheet to submit pricing. Be advised that altering the bid sheet or taking exceptions to any portion of the solicitation may jeopardize acceptance of your Offer.
The quantities noted below are estimates and not a guarantee of actual volume. The City does not guarantee the purchase of the quantities listed, actual purchases may be more or less. Quantities are provided as a guide based on historical or
anticipated usage. Order quantities will be as-needed and specified by the City for each order.
A bid of "0" (zero) will be interpreted by the City as a no-charge (free) item and the City will not expect to pay for that item. A bid of "no bid" or no response (space left blank) will be interpreted by the City that the Offeror does not wish to bid on that
item. Be advised, a "no bid" or no response may be considered as non-responsive and may result in disqualification of the bid.
Prices offered on the bid sheet shall be all inclusive of fees not expressly allowed in the scope of work. The Offeror shall not charge separately for administrative, overhead, per diem, and shipping or transportation costs (travel time, fuel surcharges,
mileage, stop-fee, etc.) to deliver services or items to the Austin, Texas area. The Offeror shall provide all tools, labor, travel, and equipment necessary to perform the services required under this contract.
Price Proposal Page 1 of 3
SOLICITATION NO.:
BUYER:
PRICE PROPOSAL
CITY OF AUSTIN
TRANSCRIPTION SERVICES
RFP 8700 ALD3035
Al Drayton
3.3 NORMAL REQUEST; RETURNED
WITHIN SEVEN (7) BUSINESS DAYS 1,750 $9.00 $15,750.00
$30,708.00
ITEM NO.ESTIMATED ANNUAL
WORDS RATE PER WORD EXTENDED PRICE
4.1 EMERGENCY REQUEST; RETURNED
WITHIN 48 HOURS 2,000 $0.18 $360.00
4.2 PRIORITY 1 REQUEST; RETURNED
WITHIN THREE (3) BUSINESS DAYS 4,000 $0.16 $640.00
4.3 NORMAL REQUEST; RETURNED
WITHIN SEVEN (7) BUSINESS DAYS 40,000 $0.13 $5,200.00
$6,200.00
$56,778.00
ITEM NO. UNIT OF MEASURE UNIT PRICE
5.1 per order $152.70
5.2 by quote
5.3 by quote
5.4 ADC100 per hour $45.00
5.5 by quote
5.6
5.7
TOTAL FOR CATEGORIES 1-4 =
Document Translation/Transcription, No Audio & Video, Spanish/English
CATEGORY 5 - NON-SPECIFIED SERVICES (Continued)
Please list any additional related services your Company can offer the City along with an associated labor rate, discount off retail price or mark-up to costs for the listed services. Information in this Category will not be evaluated, and the City does
not guarantee the purchase of any additional services. . Please include additional pages as necessary.
ITEM DESCRIPTION
Minimum charge for Spanish speaking orders
Transcription of 75+ languages
Translation of 75+ languages
Media transfer to suitable digital file format - analgoue to digital conversion per hour
SUBTOTAL FOR CATEGORY 4 =
SUBTOTAL FOR CATEGORY 3 =
CATEGORY 4 - Document Translation/Transcription - Direct Translation of a document (No Audio - Spanish to English and Engligh to Spanish)
Document Translation/Transcription, No Audio & Video, Spanish/English
Document Translation/Transcription, No Audio & Video, Spanish/English
DESCRIPTION
Transcription/Translation, Audio & Video, Spanish/English
CATEGORY 5 - NON-SPECIFIED SERVICES (Pricing for this Category will not be used to determine award.)
Please list any additional related services your Company can offer the City along with an associated labor rate, discount off retail price or mark-up to costs for the listed services. Information in this Category will not be evaluated, and the City does
not guarantee the purchase of any additional services. . Please include additional pages as necessary.
Emergency/rush/expidited job
Price Proposal Page 2 of 3
CONFLICT OF INTEREST DISCLOSURE REQUIREMENT
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or
seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity
(i.e. The City of Fort Worth) must disclose in the Questionnaire Forms CIQ (“Questionnaire”) the person’s
affiliation or business relationship that might cause a conflict of interest with the local governmental entity.
By law, the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after
the date the person begins contract discussions or negotiations with the City, or submits an application or
response to a request for proposals or bids, correspondence, or another writing related to potential
agreement with the City. Updated Questionnaires must be filed in conformance with Chapter 176.
A copy of the Questionnaires Form CIQ is enclosed with submittal documents. The form is also available at
http://www.ethics.state.tx.us/forms/CIQ.pdf.
If you have any questions about compliance, please consult your own legal counsel. Compliance is the
individual responsibility of each person or agent of a person who is subject to the filing requirement. An
offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship that you might have
with the City, state Contractor name in the # 1, use N/A in each of the areas on the form. However, a
signature is required in the #7 box in all cases.
VIQ Solutions, Inc.
N/A
N/A
06/27/2024
�ONFLI�� �F Ih�TERE�T QUE�TI��JNAIRE
For v�ndor doir�g bu�irpess wit� local ga�vernmen�al �ntity
A cam�lete copy o� Cfi�apter � 7� of E.#�e Loc a� ;avernment �od� may �e fo�n� at h4tp:,:�l+uww. s�a€��es_�eg�s_state.tx _t�s�'
Docs;'L�� htm� L� 176.fii[�n. F�r easy referer�ce, b��aw are so�ne �f the sec��ons ciked an t�is form.
Local �avemEnent Cad� � 176.001{1=a1: "B�siness re�at�ansfi�ip�� rneans a connection beiweer� twa or rnore pa�ties
based cn cammercia; activit}� of o�re af the parties. The ter{n does not ir�clude a connection ba�se-� on_
(A1 a r��n�action that is subject to rate or fee regulation by a�e�era�, s�aEe, �r iaca� �overnme�t�al entity oi an
agency �f a federa�, sta;e, or 2ccal grnrernmenta� e�rtity;
{B) a trans�v[icn conducted at � pric� and s�bjecE to terr�s ava�lable to �he pubiic; or
(�} a pu rch ass or lease of �ac�ds or servi� es trom a person t*�at is ch a;tere� by a state or fes�eral agency and
that is s��ject tc regula; exarninaticn by, and repar[ing ta. :ha; age?�cy.
�aea1 Governrnent Code � 176.0�3ta1{21iA1 and iB1:
; a; A;c�a� g�rernment o�fic8! sha:i file a canfli�tsdisclasu�e s€atementw� respecE to ave��o� i€:
(2} t�evendor:
iAl has an er�p3oymentoratherbusaness relationshipwi�the local government o�r�cerar a
farriih{ fnembe� of the afticer that resui�s �n the officar �r #arni#y mernber recei�ing tax�ble
ir�come, o�#�er than irnrestr�er�f income. that excee�s ��.wOQ durin� the 1�-manth period
p�ecedi!�g the daEe that t#�e atficer becomes aware that
�;i:� a oon[�acF �eiween the loc�l grnrernrner+.ka; entity a��v�ndor has been executed;
�r
�ii) t�re loca1 govern�nantal entityr +s considering en�ering �nko � cantracE w�th the
+.��dor:
(�} h�S OIY�fI C� Cfi1$ IOC81 �0�5F�fllff3$f5[OffIC2f Or8 f�ff11�'f ffl�f;lb2f Of E�3$ O�IC�f Of32 Of f.IOF���if[S
tha[ have an aggreg�te va �ue of more than $140 in the 12-month per�ad pr�ce-� ing t�se dat� [h 8
officerbecarrres aware �at:
(ij a ca�;Eract beiween the local governrne�;Eal entityr and vendoi ;�as beer� execut8d; �r
[ii) �he icval �c�vernrnental en[s;}r �s considering enteri;�g into � contract with tl�e ver,dar_
Laeal Ga�+ernrrten# Cod� tt 176.�06ia1 an� ia-11
; a; A uend�r sl7all'i'e a vompleted ccnflict af interest q�estionr�aire if the vendor h�s a�usiness relatia�s#�ip
Wli��d �OCB� L�01r�f!1r19�:ia� �fltl�'f ��?d"
(1 } tras an ernployrr�ent ar ather b�siness relatianship with a I� a1 �overnmett officer af that l�cal
�a+rernmental a�t�ty, arafarni#y rnembero�the �fficer, �escribedbySec�i�n 176_�03;aj�,�j(Ai;
(2} has givers a�cr�al grnr8rnment offi�e� o� kh�[ loca� grnrernrraentai e�sEityr. ar a�amdy member of the
af�cer. one ar mar8 grftswith the a�grecate v�lue s�ecified �y Section 17�.043{aj��j(B�, exc�udino arr�
gittde�ribe�by�ection �76.0O3(a-,1;ot
�;31 has a fafnih� relationshi� with a lacal governrner�; affice� o[ that local governrnenta� entity_
�a-3) Thecom�let8dcanflict�fir,kerestques[i�nr�airemusEbefiledwiththeappro�riaterecordsa�rn3nistratoi
r±oR later than the seventh busi�,ess �ay afier t�e 3ater of=
�; I�� tt�e date tt�at the vendor
(Aj bes�ins disvussions ar negotiatior�s ta e�ker �nto a contract with [�e lacal g�v�r�rr�ental
e�tity; of
( 6� subm i#s to the I aca3 gorernrrienkal entity an �ppiicaEi on, respo�se to a req�es[ for prapasals
or bids, corresporderce, or another writing re�ated to a potential cont�acE with �i�e �ocal
s�OV$'lr�ffl2^F�I E�'1C�i}r; 0{
i�] k�e �at� the ver,�or become� aware:
(Aj o� an �mployment oT other �usir�ess re�ak��nsn;� with a lacal government off:cer, ar a
farnih� mernbe� �f the �fficer, �escribed by SubsBctio� (a�=
(B1 tha[!hev�ndafhasgiv�r���eormoregifts�escribedby�ubsectio�a(a��a�
(C) ofafafn�lyrelatior�shi�wi[i�alocalgaver�mentotr:cer_
Formpraro�dedbyTexasEBhicsCar,sr�iss?aT vrww_ethics.state.ax.us �e,,;sed 11';'2�2•