1-RFQ 25-063 Arbitrage Rebate Yield Restriction Services General Provisions.pdf

GALVESTON COUNTY

PURCHASING DEPARTMENT

REQUEST FOR QUALIFICATION

RFQ #25-063

ARBITRAGE REBATE & YIELD RESTRICTION SERVICES

QUALIFICATION DUE DATE: 09/26/2025

2:30 PM CST

Veronica Van Horn Interim Purchasing Agent

Galveston County 722 Moody (21st Street)

Fifth (5th) Floor Galveston, Texas 77550

(409) 770-5372

RFQ #25-063

Submission Deadline/RFQ Opening: 09/26/2025

Time: 2:30 PM CST

REQUEST FOR QUALIFICATIONS

FOR GALVESTON COUNTY

***The Galveston County Purchasing Department utilizes Bonfire Interactive to distribute and receive bids and proposals in an electronic format via an online portal. Potential Bidders must register through the online portal to participate electronically.

“Walk-in” or “mailed-in” proposal submittals are still allowed; however, Bidders are strongly encouraged to submit their proposals online via Galveston County’s e-Procurement Portal located at https://galvestoncountytx.bonfirehub.com/.

Purpose:

The County of Galveston is soliciting sealed Statements of Qualifications from experienced firms for the preparation of arbitrage rebate calculation reports, yield restriction reports, and other such related arbitrage compliance requirements for all tax-exempt issues of Galveston County. The successful firm will have the responsibility of managing the work as described in the Scope of Work/Service section of this solicitation.

Submittal Instructions:

Sealed qualifications in sets of three (3), one (1) single-sided unbound original and two (2) single-sided copies will be received in the office of the Galveston County Purchasing Agent until 2:30 PM CST, on Friday, September 26, 2025, and opened immediately. Sealed proposals are to be delivered to Veronica Van Horn, Interim Galveston County Purchasing Agent, at the Galveston County Courthouse, 722 Moody (21st Street), Floor 5, Purchasing, Galveston, Texas 77550, (409) 770-5372.

The timestamp clock located in the Purchasing Agent’s office shall serve as the official timekeeping piece for this solicitation process. Any qualifications received after 2:30 PM CST on the specified date will be returned unopened.

All qualifications must be marked on the outside of the envelope:

RFQ #25-063, ARBITRAGE REBATE & YIELD RESTRICTIONS SERVICES

Qualifier’s name and return address should be prominently displayed on the qualification package for identification purposes.

Procurement Timeline:

A timeline for this solicitation and initial process is included below. Galveston County reserves the right to change these dates and will notify Bidders of any changes:

Advertise Solicitation (first date of publication) Thursday, August 28, 2025 Advertise Solicitation (second date of publication) Thursday, September 04, 2025 Deadline for Questions & Inquiries Friday, September 12, 2025 by 5:00 PM CST Submission Deadline / RFQ Opening Friday, September 26, 2025 at 2:30 PM CST

Virtual Bid Opening:

Interested parties can attend the Friday, September 26, 2025, 2:30 PM CST virtual bid opening at the link mentioned below:

https://galvestoncountytx.webex.com/galvestoncountytx/j.php?MTID=mf3555d02a001047baca08915aad0c5c1 https://galvestoncountytx.bonfirehub.com/ https://galvestoncountytx.webex.com/galvestoncountytx/j.php?MTID=mf3555d02a001047baca08915aad0c5c1

Plans and Specifications: Specifications can be obtained at the office of the Galveston County Purchasing Agent, located in the Galveston County Courthouse, 722 Moody, (21st Street), Floor 5, Purchasing, Galveston, Texas, 77550, or by visiting the Galveston County website @ http://www.galvestoncountytx.gov/county-offices/purchasing

Pricing: Submitted prices, if required and applicable, shall be either lump sum or unit prices as shown on bid sheets.

The net price shall be delivered to Galveston County, including all freight, shipping, and license fees. Galveston County is tax exempt, and no taxes should be included in proposal pricing.

Bonding Requirements:

No bond is required with this Request for Qualifications.

DEBARMENT AND SUSPENSION:

To participate in this solicitation, respondent certifies that neither it, nor any of its Principals, are presently debarred, suspended, proposed for debarment, disqualified, excluded, or in any way declared ineligible for the award of contracts by any Federal agency. All contractors/subcontractors that are debarred, suspended, or otherwise excluded from or ineligible for participation on federal assistance programs may not undertake any activity in part or in full under this project.

The Galveston County Commissioners’ Court reserves the right to waive any informality and to reject any and all bids and to accept the bid or bids which, in its opinion, are most advantageous to Galveston County.

Veronica Van Horn, http://www.galvestoncountytx.gov/county-offices/purchasing

RFQ 25-063

Submission Deadline / RFQ Opening: 09/26/2025 Time: 02:30 PM CST

ARBITRAGE REBTE & YIELD RESTRICTION SREVICES

GALVESTON COUNTY, TEXAS

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Table of Contents

GENERAL PROVISIONS:

1. RFQ PACKAGE

2. RESPONDER’S RESPONSIBILITY

3. TIME FOR RECEIVING STATEMENTS OF QUALIFICATIONS

4. COMPETITIVENESS, INTEGRITY, INQUIRIES AND QUESTIONS

5. RFQ OPENING

6. WITHDRAWAL OF RFQ / FIRM RFQ RULE

7. COMMISSIONERS’ COURT

8. REJECTION OF RFQ / DISQUALIFICATION

9. RESTRICTIVE OR AMBIGUOUS SPECIFICATIONS

10. SUBSTITUTES/DESCRIPTION OF MATERIALS AND EQUIPMENT

11. EXCEPTIONS TO RFQ CONDITIONS

12. PROCUREMENT CARD (P-CARD) PROGRAM

13. PASS THROUGH COST ADJUSTMENTS

14. MODIFICATION OF STATEMENTS OF QUALIFICATIONS

15. PRE-QUALIFICATION CONFERENCE

16. SIGNATURE OF RFQ

17. AWARD OF RFQ – EVALUATION CRITERIA AND FACTORS

18. DISPUTE AFTER AWARD / PROTEST

19. PUBLIC INFORMATION ACT (F/K/A OPEN RECORDS ACT)

20. RESPONDER’S E-MAIL ADDRESSES – CONSENT TO DISCLOSURE

21. RESULTANT CONTRACT

22. CONTRACT TERM

23. COLLATERAL CONTRACT

24. TERMINATION FOR DEFAULT

25. TERMINATION FOR CONVENIENCE

26. FORCE MAJEURE

27. ESTIMATED QUANTITIES

28. CONTRACTOR INVESTIGATION

29. NO COMMITMENT BY COUNTY OF GALVESTON

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30. RFQ COSTS BORNE BY RESPONDER

31. BEST AND FINAL OFFERS (BAFO)

32. SINGLE RFQ RESPONSE

33. CHANGES IN SPECIFICATIONS

34. RFQ IDEAS AND CONCEPTS

35. RFQ DISCLOSURES

36. INDEMNIFICATION

37. REQUIREMENT OF AND PROOF OF INSURANCE

38. PERFORMANCE AND PAYMENT BONDS (IF REQUIRED)

39. PATENT AND COPYRIGHT PROTECTION

40. CONFLICT OF INTEREST DISCLOSURE REPORTING (FORM CIQ)

41. DISCLOSURE OF INTERESTED PARTIES/FORM 1295

42. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED DEBARMENT, AND OTHER

RESPONSIBILITY MATTERS & REQUIREMENT TO REGISTER IN SAM

43. TRANSACTIONS WITH TERRORIST ORGANIZATIONS PROHIBITED

44. VERIFICATION NOT TO BOYCOTT ISRAEL

45. SOVEREIGN IMMUNITY

46. CONTROLLING LAW AND VENUE

47. MERGERS, ACQUISITIONS

48. DELAYS

49. ACCURACY OF DATA

50. SUBCONTRACTING / ASSIGNMENT

51. INDEPENDENT CONTRACTOR

52. MONITORING PERFORMANCE

53. SUBJECT TO APPROPRIATION OF FUNDS

54. CONTRACTS SUBJECT TO GRANT FUNDING

55. PROCUREMENT ETHICS

56. NON-COLLUSION AFFIDAVIT

57. CERTIFICATION REGARDING LOBBYING – COMPLIANT WITH APPENDIX A TO 24 C.F.R. PART 871

58. NON-DISCRIMINATION

59. RECORD RETENTION AND RIGHT TO AUDIT

60. TITLE VI ASSURANCES / TXDOT

61. ASSURANCES FOR CONSTRUCTION PROGRAMS - TEXAS GENERAL LAND OFFICE (GLO)

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62. GENERAL AFFIRMATIONS – TEXAS GENERAL LAND OFFICE (GLO)

63. SECTION 231.006, FAMILY CODE / DELINQUENT CHILD SUPPORT

64. ANTITRUST

65. LABOR STANDARDS

66. PROCUREMENT STANDARDS -

67. PROCUREMENT LAWS

69. REQUIRED CONTRACT PROVISIONS

70. NON-EXCLUSIVE LIST OF APPLICABLE LAWS, RULES, AND REGULATIONS – TEXAS GENERAL

LAND OFFICE (GLO)

71. SPECIAL CONDITIONS – TEXAS GENERAL LAND OFFICE (GLO)

72. ENERGY EFFICIENCY (42 U.S.C. 6201 AND 2 CFR 200 APPENDIX II (H))

73. LEAD AND ASBESTOS

74. USE OF DHS SEAL, LOGO, AND FLAGS PROHIBITED WITHOUT PRIOR APPROVAL

75. FEDERAL GOVERNMENT NOT A PARTY

76. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS

77. ACKNOWLEDGMENT OF GOVERNMENT RECORD

78. COMPLIANCE WITH GALVESTON COUNTY PURCHASING POLICIES AND PROCEDURES

79. ENTIRETY OF AGREEMENT AND MODIFICATION

80. NOTICE

GENERAL PROVISIONS

The General Provisions and the Special Provisions of this Request for Qualification and the Exhibits attached hereto are made a part of this agreement between the Parties. In the event of a conflict between the General Provisions and the Special Provisions, the terms of the Special Provisions shall control.

The services requested from this solicitation effort are governed by the provisions stated in GOVERNMENT CODE, CHAPTER 2254, PROFESSIONAL AND CONSULTING SERVICES, SUBCHAPTER A, PROFESSIONAL

SERVICES, Sec. 2254.001, also known as the Professional Services Procurement Act.

Galveston County will select a provider of professional services or a group or association of providers or award a contract for the services on the basis of competitive bids submitted for the contract or for the services, but shall make the selection and award:

(1) on the basis of demonstrated competence and qualifications to perform the services; and

(2) for a fair and reasonable price.

(b) The professional fees under the contract may not exceed any maximum provided by law.

1. RFQ PACKAGE

The Request for Qualification, General and Special Provisions, drawings, specifications/line-item details, contract documents, addenda (if any), and the RFQ are all part of the RFQ package and Resultant Contract.

Statements of Qualifications must be submitted in sets of three (3), one (1) unbound original, and two

(2) copies, on the forms provided by the County if County forms are provided and shall include the RFQ sheets completed in their entirety and signed by an authorized representative by original signature. Failure to complete and sign the RFQ sheets/contract page(s) may disqualify the RFQ from being considered by the Commissioners’ Court. Any individual signing on behalf of the Responder expressly affirms that he or she is duly authorized to tender this RFQ and to sign the RFQ under the terms and conditions in this Request for Qualification on behalf of the Responder and to bind the Responder to the terms and conditions of this Request for Qualification and the Responder’s response hereto.

Responder further understands that Responders’ signing of the contract shall be of no effect unless the contract is subsequently awarded by the Commissioners’ Court and the contract properly executed by the Commissioners’ Court.

All figures must be written in ink or typed. Figures written in pencil or with erasures are not acceptable.

However, mistakes may be crossed out, corrections inserted, and initialed in ink by the individual signing the RFQ. If there are discrepancies between unit prices quoted and extensions, the unit price shall prevail.

Each Responder is required to thoroughly review this entire Request for Qualification package to familiarize themselves with the RFQ procedures, the plans and specifications for the requested work, as well as the terms and conditions of the contract the successful Responder will execute with the County.

2. RESPONDER’S RESPONSIBILITY

The Responder must affirmatively demonstrate its responsibility. The Responder must also meet the following minimum requirements:

A. have adequate financial resources or the ability to obtain such resources as required;

B. be able to comply with all federal, state, and local laws, rules, regulations, ordinances, and orders regarding this Request for Qualification;

C. have a satisfactory record of performance;

D. have a satisfactory record of integrity and ethics; and E. be otherwise qualified and eligible to receive an award.

3. TIME FOR RECEIVING STATEMENTS OF QUALIFICATIONS

Statements of Qualifications may be submitted by mail or hand delivered and must be submitted only to the Galveston County Purchasing Agent. If by delivery, the Responder must deliver their submittal to the reception desk in the County Purchasing Agent’s Office. The delivery and mailing instructions for the Galveston County Purchasing Agent are as follows:

Galveston County Interim Purchasing Agent

722 Moody, Fifth (5th) Floor Galveston, Texas 77550

Statements of Qualifications will not be accepted by facsimile transmission or by electronic mail (email) unless superseded by instructions within the Special Provisions section of this solicitation. Statements of Qualifications must be received by the County Purchasing Agent on or before the deadline for the opening of the RFQs. For clarity, mailing date/postmark is not sufficient – Statements of Qualifications must be received by the County Purchasing Agent on or before the deadline. Late Responses will not be accepted and will be returned to the Responder unopened. Statements of Qualifications received prior to the submission deadline will be maintained unopened until the specified time for opening.

The County Purchasing Agent will accept Statements of Qualifications from 8:00 a.m. to 5:00 p.m. on each business day up to the submission deadline. Business days do not include Saturdays and Sundays, and do not include other days in which the County is closed for business in observance of holidays or for other reasons.

The time-stamp clock within the County Purchasing Agent’s Office shall be the official time clock for the purpose of this solicitation and thus shall be the determinant of whether the RFQ was timely received.

The Responder should prominently identify the procurement number and name on the outside of the envelope/mailing package. If the Responder fails to identify the Request for Qualification number and name on the outside of the envelope as required, the Purchasing Agent will open the envelope for the sole purpose of identifying the solicitation number for which the submission was made. The envelope will then be resealed. No liability will attach to a County office or employee for the premature opening of a RFQ.

If a RFQ is not submitted, return this Request for Qualification and state reason (s), otherwise your name may be removed from the Purchasing Agent’s mailing list.

4. COMPETITIVENESS, INTEGRITY, INQUIRIES AND QUESTIONS

To prevent biased evaluations and to preserve the competitiveness and integrity of the procurement process, Responders are to direct all communications regarding this Request for Qualification only to the Galveston County Purchasing Agent, unless otherwise specifically noted.

Do not contact the requesting department. Attempts by offering firms to circumvent this requirement will be viewed negatively and may result in rejection of the RFQ of the firm found to be in non-compliance.

All questions regarding this Request for Qualification must be submitted in writing to:

722 Moody

Fifth (5th) Floor Galveston, Texas 77550

Fax: (409) 621-7997 E-mail: purchasing.bids@co.galveston.tx.us

All questions received and the responses thereto will be mailed, emailed, or faxed to all prospective Responders by addendum. No inquiries except clarification of instructions will be addressed by telephone.

Responder is advised to carefully review this Request for Qualification – it provides specific information necessary to aid participating firms in formulating a thorough response. Responder’s failure to examine all documents shall not entitle the Responder to any relief from the conditions imposing in the Request for Qualification and the resultant contract.

An authorized person from the Responder must sign the RFQ. This signatory must be a person from the submitting firm who is duly authorized to tender and sign the RFQ on behalf of the Responder and to bind the Responder to the terms and conditions of this Request for Qualification, the Responder’s response, and all other terms and conditions of the contract. By this signature, the Responder further acknowledges that the Responder has read the Request for Qualification and RFQ documents thoroughly before submitting a RFQ and will fulfill the obligations in accordance with the terms, conditions, and specifications detailed herein.

5. RFQ OPENING

The Purchasing Agent shall open the RFQs on the date and time specified herein. RFQs shall be opened in a manner that avoids disclosure of the contents to competing offerors and that keeps the Statements of Qualifications secret during negotiations. The Purchasing Agent will examine Statements of Qualifications promptly and thoroughly. Upon opening, no RFQ may be withdrawn for a period of sixty (60) calendars days after the RFQ opening date.

6. WITHDRAWAL OF RFQ / FIRM RFQ RULE

Responders may request withdrawal of their sealed RFQ prior to the scheduled RFQ opening time provided the request for withdrawal is submitted to the Purchasing Agent in writing. No Responses may be withdrawn for a period of sixty (60) calendar days after opening of the RFQs.

mailto:purchasing.bids@co.galveston.tx.us

7. COMMISSIONERS’ COURT

No contract is binding on the County until it is properly placed on the Commissioners’ Court agenda, approved in open Court, authorized to be executed by the County Judge, and fully executed by both parties.

Department heads and elected officials are not authorized to enter into any type of agreement or contract on behalf of the County. Only the Commissioners’ Court acting as a body may enter into a contract on behalf of and contractually bind the County. Additionally, department heads and elected officials are not authorized to agree to any type of supplemental agreements or contracts for goods or services. Supplemental agreements are subject to review by the County Legal Department prior to being accepted and signed by the County’s authorized representative.

8. REJECTION OF RFQ / DISQUALIFICATION

Galveston County, acting through its Commissioners’ Court, reserves the right to:

• reject any and all Responses in whole or in part received by reason of this Request for Qualification;

• waive any informality in the Responses received;

• disregard the RFQ of any Responder determined to be not responsible;

• disregard the RFQ of any Responder determined to have not submitted its RFQ timely; and/or

• discontinue its efforts for any reason under this Request for Qualification package at any time prior to actual execution of contract by the County.

Responders may be disqualified, and rejection of Statements of Qualifications may be recommended to the Commissioners’ Court for any of (but not limited to) the following causes:

A. Failure to use the RFQ forms furnished by the County, if applicable;

B. Lack of signature by an authorized representative of Responder;

C. Failure to properly complete the RFQ;

D. Engaging in communications regarding this procurement during the pendency of this procurement with County officials and/or personnel who are not within the Purchasing Department;

E. Failure to meet the mandatory requirements of this Request for Qualification; and/or F. Evidence of collusion among Responders.

9. RESTRICTIVE OR AMBIGUOUS SPECIFICATIONS

It is the responsibility of the prospective Responder to review the entire Request for Qualification packet and to notify the Purchasing Agent if the specifications are formulated in a manner that would restrict competition or appear ambiguous. Any protest or question(s) regarding the specifications or RFQ procedures must be received in the Purchasing Agent’s Office not less than seventy-two (72) hours prior to the time set for RFQ opening. Responders are to submit their RFQ as specified herein or propose an approved equal.

10. SUBSTITUTES/DESCRIPTION OF MATERIALS AND EQUIPMENT

Any brand name or manufacturer reference used herein is intended to be descriptive and not restrictive, unless otherwise noted, and is used to indicate the type and quality of material. The term “or equal” if used, identifies commercially produced items that have the essential performance and salient characteristics of the brand name stated in the item description. All supplies, material, or equipment shall be new and of the most suitable grade for the purpose intended. For clarification, “new” includes products containing recovered materials that are EPA-designated items and additionally see Section 63 of these General Provisions on contracts involving federal funds. It is not the County’s intent to discriminate against any materials or equipment of equal merit to those specified. However, if Responder desires to use any substitutions, prior written approval must be obtained from the Purchasing Agent and sufficiently in advance such that an addendum may be issued. All material supplied must be one hundred percent (100%) asbestos free. Responder, by submission of its RFQ, certifies that if awarded any portion of this procurement, the Responder will supply only material and equipment that is 100% asbestos free.

11. EXCEPTIONS TO RFQ CONDITIONS

The Responder will list on a separate sheet of paper any exceptions to the conditions of this Request for Qualification. This sheet will be labeled, “Exceptions to RFQ Conditions”, and will be attached to the RFQ. If no exceptions are stated, it will be understood that all applicable general and special conditions will be complied with, without exception.

The Responder must specify in its response, any alternatives it wishes to propose for consideration by the County. Each alternative should be sufficiently described and labeled within the response and should indicate its possible or actual advantage to the program being offered.

The County reserves the right to offer these alternatives to other Responders.

12. PROCUREMENT CARD (P-CARD) PROGRAM

The County of Galveston participates in a Procurement Card (P-Card) program that allows payments made to a vendor by credit card. This method typically results in substantially faster bill payments, sometimes within three (3) to five (5) days of the actual transaction date. All transaction fees from the card provider are to be paid by the successful contractor. If awarded company will accept payment via credit card (Visa, MasterCard, etc.), this should be notated in the RFQ submittal.

13. PASS THROUGH COST ADJUSTMENTS

Except in instances of extreme extenuating circumstances, Contractor prices shall remain firm throughout the contract period and any renewals. Examples of extreme extenuating circumstances include such situations as a nationwide rail strike, oil shortage or oil embargo.

In extreme extenuating circumstances, Contractors may be allowed to temporarily “pass through” additional costs they are forced to incur through no fault of their own. A request for a pass-through cost increase will not be considered unless a Contractor’s cost for the Contractor’s product exceeds 10% over the original cost for the product. Also, the increase in cost must be nationwide and consistent for a minimum period of sixty (60) calendar days. Costs that historically are anticipated to rise over a period of time (for example only, such as wages or insurance costs) do not qualify for pass through.

If a Contractor thinks he/she will be asking for a pass-through cost adjustment during the term of the contract, then the original cost of the product to Contractor must be stated in Contractor’s original response.

A request for a pass-through cost does not guarantee that one will be granted. Contractors must submit such information on each request as required by the County Purchasing Agent. The County Purchasing Agent will review each request on a case-by-case basis and if valid, submit the request to the

Commissioners’ Court for authorization and determination of the appropriateness of each request as well as amount and duration of increase. Contractors will not be permitted any additional compensation for mark-ups or profits based on the increase in price. Rather, such additional compensation will be limited to the actual increase in original cost to the Contractor as such increase is reflected by the original cost stated in the RFQ. But in no event will the amount of additional compensation exceed 25% increase in Contractor’s original cost for the product as such cost is reflected in Contractor’s original solicitation or the duration exceed a period of sixty (60) calendar days. In addition, should the cost, during the period of the pass through, return to normal or decrease to below pre pass through prices, appropriate downward adjustments shall be made. No more than one pass through adjustment will be permitted per year.

14. MODIFICATION OF STATEMENTS OF QUALIFICATIONS

A Responder may modify a response by letter at any time prior to the submission deadline for receipt of Statements of Qualifications. Modification requests must be received by the Purchasing Agent prior to the submission deadline. Modifications made before opening time must be initialed by Responder guaranteeing authenticity. Statements of Qualifications may not be amended or altered after the official opening with the single exception that any product literature and/or supporting data required by the actual specifications, if any, will be accepted at any time prior to the Commissioners’ Court considering of same.

15. PRE-QUALIFICATION CONFERENCE

A pre-qualification conference for the purpose of discussing contract requirements and answering questions of prospective Responders may be conducted in this procurement. A pre-qualification conference may be mandatory or voluntary. If the conference is mandatory, then the County is authorized to condition acceptance of an RFQ on compliance with attendance. The Special Provision section of this procurement shall specify if a pre-qualification conference is to be held and shall specify whether the pre-qualification conference is mandatory or voluntary. Regardless of whether the pre-qualification conference is mandatory or voluntary, only a principal, officer, or employee of the Responder may represent the Responder at the pre-qualification conference, and no person may represent more than one Responder at the pre-qualification conference.

16. SIGNATURE OF RFQ

Each Statement of Qualification shall give the complete name of the Responder and the mailing address of the Responder and be signed by an authorized representative by original signature with the authorized representative’s name and legal title typed below the signature line. Each RFQ shall include the Responder’s Federal Employer Identification Number (FEIN). Failure to sign the Contract page(s) and RFQ response sheets may disqualify the RFQ from being considered by the County. The person signing on behalf of the Responder expressly affirms that the person is duly authorized to tender the RFQ on behalf of the Responder and to sign the RFQ sheets and contract under the terms and conditions of this Request for Qualification and to bind the Responder hereto and further understands that the signing of the contract shall be of no effect until it is properly placed on the Commissioners’ Court agenda, approved in open Court, authorized to be executed by the County Judge, and fully executed by both parties.

17. AWARD OF RFQ – EVALUATION CRITERIA AND FACTORS

The award will be made to the responsible Responder whose Statement of Qualification is determined to be the best evaluated offer demonstrating the best ability to fulfill the requirements set forth in this Request for Qualification.

The County will use qualifications-based procurement procedures, which complies with Texas Government Code Title 10, General Government, Subtitle F, State and Local Contracts and Fund Management, Chapter 2254, Professional and Consulting Services, Subchapter A, Professional Services, to acquire A&E services related specifically to construction management, feasibility studies, preliminary engineering, design, architectural, engineering, surveying, mapping and related services, as they directly connect, relate and lead to construction. The State of Texas adopted the law for qualifications-based procurement procedures for acquiring architectural, engineering, and design services before August 10, 2005, and it is equivalent to the Federal “Brooks Act” procedures (40 U.S.C. Sections 1101 through 1104), so it may be used for acquiring architectural, engineering, and design services.

Each Responder, by submitting a response, agrees that if its’ response is accepted by the Commissioners’ Court, the Responder will furnish all items and services upon which prices have been tendered and upon the terms and conditions in this solicitation, including but not limited to the best and final offer if applicable, and the contract.

Negotiations are first conducted with only the most qualified Respondent to reach an agreement on a fair and reasonable price. The Respondent must also be responsive and responsible in their statement of qualifications. Only after failing to agree on a fair and reasonable price may negotiations be conducted with the next most qualified Respondent. Then, if necessary, negotiations with successive Respondents in descending order may be conducted until contract award can be made to the offeror whose price the County believes is fair and reasonable.

The contractor shall commence work only after the transmittal of a fully executed contract and after receiving written notification to proceed from the County Purchasing Agent. The contractor will perform all services indicated in the solicitation in compliance with this contract.

Neither department heads nor elected officials are authorized to sign any binding contracts or agreements prior to being properly placed on the Commissioners’ Court agenda and approved in open court.

Department heads and other elected officials are not authorized to enter into any type of agreement or contract on behalf of Galveston County. Only the Commissioners’ Court, acting as a body, may enter into a contract on behalf of the County. Additionally, department heads and other elected officials are not authorized to agree to any type of supplemental agreements or contracts for goods or services.

Supplemental agreements are subject to review by the County’s legal counsel prior to being signed by the County’s authorized representatives.

The County of Galveston reserves the right to accept Statements of Qualifications on individual items listed, or group items, or on the RFQ as a whole; to reject any and all RFQs; to waive any informality in the RFQs; to disregard Responses that are not submitted timely; to disregard the Responses of Responders determined to be not responsible; and to accept the response that appears to be in the best interest of the County. The selection process may, however, include a request for additional information or an oral presentation to support the written RFQ.

The County reserves the right to reject any or all Responses in whole or in part received by reason of this Request for Qualification and may discontinue its efforts under this Request for Qualification for any reason or no reason or solely for the County’s convenience at any time prior to actual execution of the contract by the County.

A Responder whose response does not meet the mandatory requirements set forth in this Request for Qualification will be considered non-compliant.

The invitation to submit a response which appears in the newspaper, or other authorized advertising mediums, these general provisions, the special specifications which follow, the RFQ sheets, forms, and any addenda issued are all considered part of the RFQ and resultant contract.

Each Responder, by submitting a response, agrees that if its response is accepted by the Commissioners’ Court, such Responder will furnish all items and services upon the terms and conditions in this Request for Qualification and the resultant contract.

Notice of contract award is anticipated to be made within ninety (90) days of opening of RFQs to the lowest responsive and responsible contractor, who’s response complies with all the requirements in the Request for Qualification.

Contractor shall submit to the County, for approval, within ten (10) days from notice of contract award, all Certificates of Insurance evidencing the required coverage as described under Section 37, Requirement of and Proof of Insurance, or if different, then as described within the Special Provisions or resultant contract.

The contractor shall not commence work under these terms and conditions of the contract until all applicable Purchase Orders, Certificates of Insurance, Performance and Payment Bonds, and Irrevocable Letters of Credit (if required) have been approved by the County of Galveston and the Contractor has received notice to proceed in writing and an executed copy of the contract from the County Purchasing Agent.

18. DISPUTE AFTER AWARD / PROTEST

Any actual or prospective Responder who is allegedly aggrieved in connection with this procurement or award of a contract resulting therefrom may protest. The protest shall be submitted in writing to the Purchasing Agent within seven (7) calendar days after such aggrieved person knows of or should have known of the facts giving rise thereto. If the protest is not resolved by mutual agreement, the Purchasing Agent will promptly issue a decision in writing to the protestant. If the protestant wishes to appeal the decision rendered by the Purchasing Agent, such appeal must be made to the Commissioners’ Court through the Purchasing Agent. The decision of the Commissioners’ Court will be final. The Commissioners’ Court need not consider protests unless this procedure is followed.

19. PUBLIC INFORMATION ACT (f/k/a Open Records Act) The Responder acknowledges that the County is a government body for purposes of the Public Information Act, codified as Chapter 552 of the Texas Government Code, and as such is required to release information in accordance with the provisions of the Public Information Act.

If Responder considers any of its submitted information to be proprietary in nature, trade secret, or otherwise confidential, then it must clearly and conspicuously mark such information as proprietary, trade, secret, or confidential. By the submission of its response, Responder expressly affirms that it has clearly and conspicuously marked any information within its submission that Responder considers confidential, proprietary, and/or trade secret.

In the event the County receives a request for information under the Public Information Act seeking information that the Responder has marked as confidential, proprietary, and /or trade secret, then the County agrees that it shall provide notice to the Responder of the request for information and the request for decision process under the Public Information Act. Thus, the County will submit the initial correspondence to the Texas Attorney General – however, the burden is and shall be on the Responder to submit correspondence to the Attorney General if the Responder wishes its information to be withheld.

Responder is deemed to have knowledge of the Public Information Act.

By the submission of its response, Responder expressly acknowledges that the burden to withhold its’ information from public disclosure lays with the Responder; thus, Responder further acknowledges and agrees that it shall submit comments to the Texas Attorney General in the request for decision process if Responder wishes to have its’ information withheld from public disclosure.

20. RESPONDER’S E-MAIL ADDRESSES – CONSENT TO DISCLOSURE

Notwithstanding the foregoing Section 20, Responder acknowledges and agrees that the confidentiality of any and all email addresses Responder uses or discloses in communicating with the County are open to the public in accordance with Section 552.137 of the Government Code and Responder consents to the release of its email addresses.

21. RESULTANT CONTRACT

Respondent should submit a proposed contract / agreement with its response, or its sample material terms and conditions for review and consideration.

It is the intent of this solicitation to enter a contract that meets State and Federal guidelines. It is imperative that all responders seeking a contract under this solicitation effort, familiarize and adhere to the requirements of the General Provisions, Special Provisions, and the procurement standards as referenced in 2 C.F.R. Part 200, Sections 200.317-200.326, and Appendix II, 2 C.F.R. Part 200. Sections 200.317–

200.326 and Appendix II are referenced in the General Provisions section of this solicitation.

The resultant contract consists of the following documents: Request for Qualification, General Provisions, Special Provisions, General Terms and Conditions (including specifications, drawings, and addenda), Respondent’s submittal, contract award, and any other documents referenced herein or attached hereto for the work. Collectively these documents may also be referred to as the Plans and Specifications.

The Galveston County Commissioners’ Court, and/or authorized designees will be responsible for negotiating with the successful contractor, the scope of work, the standards of performance, the specific technology provided, and the support services required for the proposed projects. All contractual amendments will be processed in accordance with Galveston County Purchasing Policies and Procedures.

Amendments will also be brought to Galveston County Commissioners’ Court for approval as deemed necessary. The approval process serves to ensure the project technology and/or service is within the scope of the resultant contract, and that pricing meets the agreed upon pricing methodology as specified in the contract, and that funds are available.

Respondent shall correctly and fully execute the resultant contract first. After this, the contract shall be set for consideration by the Commissioners’ Court. If the Commissioners’ Court authorizes the execution of the contract, the resultant contract shall become effective upon the Commissioners’ Court execution of same, provided that the contract is executed by all parties to the contract. Contract documents shall consist of the contract, the General and Special Provisions, drawings, solicitation package (including best and final offer(s) if such is utilized), any addenda issued, and any change orders issued during the work. If applicable to the attached qualification statement, Respondent must sign three (3) original contracts and return all three with their submittal.

The Contractor shall procure all permits, licenses, certificates, or any such approvals of plans or specifications as may be required by federal, state, and local laws, ordinances, rules, and regulations, for the proper execution and completion of the work under the resultant agreement.The Contractor is responsible for all damage or loss by fire, theft or otherwise, to materials, tools, equipment, and consumables, left on County property by the contractor.

The resultant agreement is considered a non-exclusive agreement between the parties.

The successful contractor hereby certifies that this agreement is made without prior understanding, agreement, or connection with any corporation, firm, or person who submitted bids for the Work covered.

The resultant agreement and is in all respects fair and without collusion or fraud. As to Contractor, the successful contractor hereby warrants and certifies that he/she is authorized to enter into this agreement and to execute same on behalf of the Contractor as the act of the said Contractor.

The agreement, including the General and Special Conditions and all amendments or addenda issued by the county, contains all the terms and conditions agreed upon by the parties. No other agreements, oral or otherwise, regarding the subject matter of the resultant agreement shall be deemed to exist or to bind either party hereto.

22. CONTRACT TERM

The term of the resultant contract will begin on the date of full execution or the execution by the Commissioners’ Court, whichever is later, and will terminate on the date specified in the resultant contract unless terminated earlier as herein set forth.

23. COLLATERAL CONTRACT

The County reserves the right to provide by separate contract or otherwise, in such manner as not to delay its programs or damage said Contractor, all labor and material essential to the completion of the work that is not included in this contract.

Award prices include all royalties and costs arising from patents, trademarks, and copyrights in any way involved in the work. Whenever the Awardee is required or desires to use any design, device, material or process covered by letters of patent or copyright, the Awardee shall indemnify and save harmless the County, its officers, agents and employees from any and all claims for infringement by reason of the use of any such patented design, tool, material, equipment, or process, to be performed under the contract, and shall indemnify the County its officers, agents, and employees for any costs, expenses and damages which may be incurred by reason of any infringement at any time during the prosecution or after the completion of the work.

24. TERMINATION FOR DEFAULT

Failure of either party in the performance of any of the provisions of this contract shall constitute a breach of contract, in which case either party may require corrective action within ten (10) business days from date of receipt of written notice citing the exact nature of such breach. Failure of the party being notified to take corrective action within the prescribed ten (10) business days, or failure to provide written reply of why no breach has occurred, shall constitute a Default of Contract.

All notices relating to default by Responder of the provisions of the contract shall be issued by the County through its Legal counsel, and all replies shall be made in writing to the County’s Legal counsel. Notices issued by or issued to anyone other than the County Legal counsel shall be null and void and shall be considered as not having been issued or received.

Galveston County reserves the right to enforce the performance of this contract in any manner prescribed by law in the event of breach or default of this contract, and may contract with another party, with or without solicitation of RFQs or further negotiations. At a minimum, Responder shall be required to pay any difference in service or materials, should it become necessary to contract with another source, plus reasonable administrative costs and attorney fees.

In the event of Termination for Default, Galveston County, its agents, or representatives shall not be liable for loss of any profits anticipated to be made by Responder.

In addition to the remedies stated herein, the County has the right to pursue other remedies permitted by law or in equity.

No waiver by either party of any event of default under this agreement shall operate as a waiver of any subsequent default under the terms of this agreement.

County reserves the right to terminate this contract immediately in the event Responder:

A. Fails to meet delivery or completion schedules; and/or B. Fails to otherwise perform in accordance with the accepted RFQ and the contract.

25. TERMINATION FOR CONVENIENCE

County may terminate this contract upon at least thirty (30) calendar days prior written notice for its convenience or for any reason deemed by the County to serve the public interest. As well, County may terminate this contract upon thirty (30) calendar days prior written notice for any reason resulting from any governmental law, order, ordinance, regulation, or court order. In no event shall County be liable for loss of any profits anticipated to be made hereunder by Responder should this contract be terminated early.

26. FORCE MAJEURE

If by reason of Force Majeure either Party shall be rendered unable, wholly or in part, to carry out its responsibilities under this contract by any occurrence by reason of Force Majeure, then the Party unable to carry out its responsibility shall give the other Party notice and full particulars of such Force Majeure in writing within a reasonable time after the occurrence of the event, and such notice shall suspend the Party’s responsibility for the continuance of the Force Majeure claimed, but for no longer period.

Force Majeure means acts of God, floods, hurricanes, tropical storms, tornadoes, earthquakes, or other natural disasters, acts of a public enemy, acts of terrorism, sovereign conduct, riots, civil commotion, strikes or lockouts, and other causes that are not occasioned by either Party’s conduct which by the exercise of due diligence the Party is unable to overcome, and which substantially interferes with operations.

27. ESTIMATED QUANTITIES

Any reference to quantities shown in the Request for Qualification is an estimate only. Since the exact quantities cannot be predetermined, the County reserves the right to adjust quantities as deemed necessary to meet its requirements.

28. CONTRACTOR INVESTIGATION

Before submitting a Statement of Qualification, each Responder shall make all investigations and examinations necessary to ascertain all site conditions and requirements affecting the full performance of the contract and to verify any representations made by the County upon which the contractor will rely.

Responder shall exercise due diligence and is further charged with knowledge of the local, State, and Federal laws, rules, and regulations applicable to this contract. If the Responder receives an award as a result of its RFQ submission in this procurement, the Responder’s failure to have made such investigations and examinations will in no way relieve the Responder from its obligation to comply in every detail with all provisions and requirements of the contract, nor will a plea of ignorance of such conditions and requirements be accepted as a basis for any claim whatsoever by the contractor for additional compensation and/or for excused nonperformance.

29. NO COMMITMENT BY COUNTY OF GALVESTON

This request for procurement does not commit the County of Galveston to award any costs or pay any costs, or to award any contract, or to pay any costs associated with or incurred in the preparation of an RFQ in response to this Request for Qualification and does not commit the County of Galveston to procure or contract for services or supplies.

30. RFQ COSTS BORNE BY RESPONDER

Galveston County shall not be liable for any costs incurred by Responder in preparation, production, or submission of an RFQ, including but not limited to best and final offer if applicable. As well, Galveston County shall not be liable for any work performed by Responder prior to issuance of fully executed contract and properly issued notice to proceed and/or Purchase Order. Galveston County shall not be liable for any costs incurred by Responder by reason of attending a pre-RFQ conference. Galveston County shall not be liable for any costs incurred by Responder by reason of the County invoking use of best and final offers.

31. BEST AND FINAL OFFERS (BAFO)

In acceptance of Statements of Qualifications, the County reserves the right to negotiate further with one or more of the Responders as to any features of their Statements of Qualifications and to accept modifications of the work and when such action will be in the best interest of the County. This includes, but is not limited to, the solicitation of a Best and Final Offer from one or more of the Responders. If a Best and Final Offer is invoked, this allows acceptable Responders the opportunity to amend, change, or supplement their original response. Responders may be contacted in writing by the Purchasing Agent, requesting that they submit their Best and Final Offer. Any such Best and Final Offer must include discussed and negotiated changes.

32. SINGLE RFQ RESPONSE

If only one Statement of Qualification is received in response to the Request for Qualification, a detailed cost response may be requested of the single Responder. A cost/price analysis and evaluation and/or audit may be performed of the cost proposal to determine if the price is fair and reasonable.

33. CHANGES IN SPECIFICATIONS

If it becomes necessary to revise any part of this RFQ, a written notice of such revision will be provided to all Responders in the form of addenda. The County is not bound by any oral representations, clarifications, or changes made in the written specifications by the County’s employees or officials, unless such clarification or change is provided to Responders in a written addendum from the Purchasing Agent.

Responders are advised to inquire prior to the submission deadline as to whether any addenda to this Request for Qualification have been issued, as the successful Responder will be required to abide by such addenda.

The County of Galveston reserves the right to revise or amend the specifications up to the time set for opening of RFQs. Such revisions and amendments, if any, shall be announced by form of addenda. Copies of such addenda (or addendum in the event only one addendum is issued in the procurement) shall be furnished to all prospective contractors. Prospective contractors are defined as those contractors listed on the County’s Request for Qualification list for this material/service or those who have obtained documents from the Purchasing Agent’s Office subsequent to the advertisement. If revisions and amendments require changes in quantities or prices proposed, or both, the date set for opening of RFQs may be postponed by such number of days as in the opinion of the County shall enable prospective contractors to revise their responses. In any case, the RFQ opening shall be at least seven (7) business days after the last revising or amendment addendum and the addendum shall include an announcement of the new date, if applicable, for the opening of RFQs.

34. RFQ IDEAS AND CONCEPTS

The County reserves to itself the right to adopt or use for its benefit, any concept, plan, or idea contained in any RFQ.

35. RFQ DISCLOSURES

While this procurement is pending, the names of those who submitted Statements of Qualifications will not be made public unless in conformity with the County Purchasing Act. Likewise, no pricing, staffing, or other contents of the RFQ information will be released unless in conformity with the County Purchasing Act. Responders are requested to withhold all inquiries regarding their RFQ or other submissions until after an award is made.