12-01 RFP HR-01-26 Stop Loss Insurance.pdf

REQUEST FOR PROPOSAL

STOP LOSS REINSURANCE FOR THE CITY’S PARTIALLY SELF-FUNDED MEDICAL

AND PRESCRIPTION HEALTH PLANS

RFP HR-01-26

CITY OF SAN ANGELO

72 West College Avenue

San Angelo, Texas 76903 (325)-657-4219 www.sanangelo.gov

SUBMITTAL DEADLINE: AVAILABLE ON CITY OF SAN ANGELO - BONFIRE

City of San Angelo • PURCHASING DIVISION • 72 West College Avenue • San Angelo, Texas 76903 https://cosatx.bonfirehub.com/

Request for Proposal HR-01-26

STOP LOSS REINSURANCE FOR THE CITY’S PARTIALLY SELF-FUNDED MEDICAL

AND PRESCRIPTION HEALTH PLANS

required for use by

The City of San Angelo, Human Resource Department issued by

City of San Angelo Procurement Division Office 72 West College Avenue, San Angelo, Texas 76903

Information: All information may be obtained by emailing the City of San Angelo’s Consultant HUB International devin.jenkins@hubinternational.com.

The primary method to obtain COSA documents is by downloading them from the Public File Section in Bonfire.

Release Date: October 7, 2025

Deadline for Questions: October 14, 2025 by 2:30 PM CST

Addendum Issued: October 21, 2025

Proposal Due Date: November 4, 2025 by 2:30 PM CST

Submission Information: Submission Information: Sealed submittals must be received no later than the posted submission deadline listed in City’s e-Procurement Portal (Bonfire). The time recorded in Bonfire will serve as the official record of time. Bids received after the bidding deadline, regardless of the mode of delivery, will not be considered.

Sealed Proposals must be received Stop Sat the locations above no later than date and time stated above. The proposals will be opened immediately after the closing hour on said date and only the names of those submitting proposals for consideration will be read.

Notice:

Electronic signatures will be acceptable, and the Notary requirement has been waived.

No late proposals will be considered

The City of San Angelo reserves the right to accept or reject in part or in whole any submission, and to waive technicalities of the submission, in the best interest of obtaining the best value for the City.

mailto:devin.jenkins@hubinternational.com https://cosatx.bonfirehub.com/projects

General Information to Proposers

From Posting the Request for Proposal to Submission

Article 1. Requirements for Bidding and Instructions to Bidders

1.1 The Proposal Documents

The Bid Documents include this Invitation, Request for Proposal Pages, Requirements for Bidding and Instructions for Bidders, Standard Terms and Conditions, Special Conditions, Supplemental Special Conditions (if any), Detailed Specifications, Plans and Drawings (if any), Insurance Requirements, and all other exhibits attached hereto, and any and all clarifications and addenda issued by the City. Upon the award and execution of a contract pursuant to the Bid Documents, the Bid Documents become the Contract Documents.

1.2 Preparing the Proposal

Proposals are to be prepared and submitted in accordance with the provisions herein. Failure to do so may result in rejection of the proposal. Proposals must be prepared and submitted only on the forms provided within the solicitation package. Where a signature is required, an authorized representative of the respondent must do so. Evidence as to such authority may be required.

1.3 Obtaining the Solicitation Documents

Proposal Documents are typically provided at no cost. If a fee is to be charged it will be so stated in the Invitation to Request for Proposals.

1.3.1 Downloadable Proposal Documents

The primary method to obtain documents is by contacting the City of San Angelo’s Consultant, HUB International devin.jenkins@hubinternational.com. Please note that any information or reporting that contains Protected Health Information (PHI) must be obtained from HUB, by contacting Devin Jenkins via email, devin.jenkins@hubinternational.com.

1.3.2 City of San Angelo Document & Forms

The primary method to obtain COSA documents is by downloading them from the Public File Section in Bonfire.

1.4 Clarifications and Addenda

Owner shall not provide interpretation of the meaning of the plans, specifications or other pre-bid documents to any respondent orally. Such communications must be in writing.

1.4.1 Clarifications

A request for such interpretation should be submitted in writing to the City’s Consultant, HUB International devin.jenkins@hubinternational.com no later than Tuesday, October 14th.

1.4.2 Addenda

All interpretations, clarifications or supplemental instructions will be in the form of written addenda. Bidders cannot rely on oral or informal responses; such answers will not be binding upon the City. These interpretations, clarifications or supplemental instructions will be placed with the solicitation documents on Bonfire.com not later than 10 working days prior to the scheduled time for receipt of bids. Addenda posted less than the 10 working days prior to the scheduled time for receipt of bids may include an extension to the original date of scheduled for receipt of proposals.

Failure of any participant to receive any such Addendum or interpretation shall not relieve participant from any obligation of submitted bid. All addenda issued shall become part of the contract documents and must be acknowledged as received on the submitted document(s).

1.4.3 Communications

All communication with potential respondents should be made only through the City’s Consultant, HUB International

(Devin Jenkins devin.jenkins@hubinternational.com). City staff should not have contact with potential respondents outside of pre- solicitation conferences. If a staff member or Council member is contacted by a potential respondent, staff must politely decline to discuss the procurement and forward the inquiry to the Purchasing Division. Likewise, a respondent that contacts someone other than authorized staff in regard to solicitation may be disqualified.

1.5 Examination of the Proposal documents

Respondents shall carefully examine all of the Proposal Documents before completing the forms and submitting a Proposal. A Respondent that is awarded a contract will be solely responsible for all costs arising from and associated with that Respondent’s failure to comply with the requirements of the Proposal Documents, including, without limitation, this requirement to inspect the Proposal Documents.

1.6 Exceptions or Variances

For the purposes of proposal evaluation, Bidders must indicate any variances, no matter how slight, in the specification comments, the Proposal page or pages attached thereto with the exact nature of the change outlined in sufficient detail.

If variances are not stated, or referenced as required, it will be assumed that the product or service complies with the City's terms, conditions and specifications.

By receiving a proposal, the City does not necessarily accept any variance or exception contained in a proposal. All variances or exceptions submitted are subject to review and approval by the City. If any proposal contains material variances that, in the City's sole opinion, make the bid conditional in nature, the City reserves the right to reject the proposal or part of that proposal that is declared by the City as conditional.

1.7 Bid Prices Must Incorporate All Costs, including applicable ACA fees

Proposed prices must include any freight, handling, or other fees associated with the proposed goods or services.

No additional costs will be allowed, if not included in this proposal. Any applicable fees with regard to ACA should be included in the proposal.

1.7.1 Taxes

The City of San Angelo is not subject to the State of Texas Sales Tax. The City’s State of Texas Blanket Certificate number is 369-661-4.

1.8 Completion of the Solicitation Documents

Each participant must complete all of the forms listed as required forms. The forms, including the RFP Proposal Pages, must be completed in ink, or typewritten. Respondents may not change any of the Proposal Documents. Any changes made by a Respondent to the Proposal Documents may result in rejection of the Proposal and will not be binding upon the City.

If in a response, the respondent either electronically scans, re-types or in some way reproduces the City's published solicitation package, then in the event of a conflict between the terms and provisions of the City's published specifications, or any portion thereof, and the terms and provisions of the bid response submitted by the respondent, the City's specifications as published shall control. Furthermore, if an alteration of any kind to the City's published specifications is only discovered after the contract is executed and is or is not being performed the contract is subject to immediate cancellation.

1.9 Trade Names and Substitutions

Reference to a specific manufacturer or trade name in this solicitation is intended to be descriptive (but not restrictive) and to establish a desired quality level of merchandise or to meet a pre-established standard due to like existing items that have been deemed by the City to be satisfactory. The Respondent must, if awarded the Contract, provide the product(s) specified, unless equivalent alternatives have been proposed as described below and found acceptable to the City.

A respondent choosing to participate in this solicitation for proposals with an alternate product(s) from those specified in the solicitation, must identify such alternate items with its proposal with a detailed explanation and documentation in support of how the alternate items proposed can perform as well as or better than those specified. Unless an alternate item is so identified, it is understood that the Respondent proposes, and will be required to provide, the specific item or deliverables described in the specifications. No substitution of specified items will be allowed thereafter except as otherwise provided for in the specifications.

Documentation in support of alternate items includes, but is not limited to:

• complete data substantiating compliance of proposed alternate items with requirements stated in the solicitation including:

product identification, including manufacturer's name and address manufacturer's literature identifying the product description, reference standards, performance and test data samples, as applicable name and address of similar applications on which the product has been used, and date of usage.

• itemized comparison of proposed alternate item with product or service specified, listing significant variations

Respondent warrants and represents that in making a formal request for substitution with alternate items that:

• the proposed alternate item is equivalent or superior in all respects to the product specified, and

• the same warranties and guarantees will be provided for the alternate item as for the product specified

• Bidder is solely responsible to provide all pertinent product data with the solicitation package

1.10 Authorized Dealer/Distributor

Solicitations involving proposals for equipment or other goods that are subject to manufacturer warranties that require sale or installation by authorized dealers or distributors, the Contractor must be the manufacturer or an authorized dealer/distributor of the proposed manufacturer and be capable of providing genuine parts, assemblies and/or accessories as supplied by the manufacturer. Further, the Contractor must be capable of furnishing original product warranty and manufacturers related services such as product information, product recall notices, etc. The Solicitation documents will typically ask the participant to certify that it is an authorized dealer/distributor when this requirement is applicable. The Respondents’ compliance with these requirements will be determined by the Purchasing Division, whose decision will be binding.

1.11 Recycled materials

To the extent practicable and economically feasible and to the extent that it does not reduce or impair the quality of any work or services, The City of San Angelo encourages the use of products made of recycled materials. The City will be the sole judge in determining product selection and suitability.

1.12 Estimated Quantities

Unless explicitly stated to the contrary in the Specifications, or Proposal pages, any quantity shown on the Proposal Pages represent estimated usage and as such are for solicitation purposes only. The City reserves the right to increase or decrease quantities ordered. Nothing herein will be construed as intent on the part of the City to procure any goods or services beyond those determined by the City to be necessary to meet its needs.

The City will only be obligated to pay for such quantity actually received or services actually provided and accepted as satisfactory and upon receipt of an itemized, correct invoice.

1.13 Proposal Modifications

A respondent may modify their proposal by written communication at any time prior to the scheduled receipt of proposals, provided such communication is received by the Owner prior to scheduled time for receipt of proposals.

1.14 Withdrawal of Proposal

Participants may withdraw their Proposal at any time prior to the date and time for Proposal opening. Requests for withdrawal must be made in writing. Respondents must make their own arrangements for the return of their Proposal.

1.15 Cooperative or Interlocal Purchases

Vendors with contracts awarded as Cooperative Purchasing Program participants may submit those contracted items so long as the specific cooperative contract details necessary to allow the City to verify that the proposed products or services satisfy the City's specifications and requirements are included. This information may include attachments to convey the contract specifics.

The City may also, from time to time, enter into Interlocal Cooperation Purchasing Agreements with other governmental entities or governmental cooperatives to enhance the City's purchasing power. At the City's sole discretion and option, the City may inform other entities that they may acquire items listed in this solicitation. Such acquisition(s) shall be at the prices stated herein and shall be subject to bidder's acceptance. Entities desiring to acquire items listed in this solicitation shall be listed on a rider attached hereto if known at the time of issuance, or if after contract award, issued subsequently.

Entity purchase orders shall be submitted to Vendor by the Entity. The City of San Angelo will not be liable or responsible for any obligations, including, but not limited to, payment and for any item ordered by an entity other than the City.

Furthermore, Vendor authorizes City's use of Vendor's name, trademarks and Vendor provided materials in City's presentations or promotions regarding the availability of use of this contract. The City makes no representation or guarantee as to any minimum amount being purchased by the City of Entities, or whether Entity will purchase utilizing the City's contract.

1.16 Submission of Proposals

Proposals shall be submitted electronically via Bonfire.

Proposal Receiving Locations:

Sealed submittals must be received no later than the posted submission deadline listed in City’s e- Procurement Portal (Bonfire). The time recorded in Bonfire will serve as the official record of time. Bids received after the bidding deadline, regardless of the mode of delivery, will not be considered.

It is the sole responsibility of the vendor to ensure that the sealed submittal arrives via Bonfire by the specified deadline.

Faxed, e-mailed, or physically submitted proposals will not be accepted.

1.16.1 Respondents are responsible for Proposal delivery

Each Respondent is solely and completely responsible for delivery of its Proposal to the designated delivery location before the date and time established for the Proposal opening. Any Proposal that is not delivered on time, including Proposals mistakenly delivered to other City offices, will not be accepted. The City is under no obligation to ensure that misdirected Proposals are delivered to the designated delivery location prior to Proposal opening. This article also applies to Proposals sent via U.S. Postal Service or messenger service.

From Proposal Receipt and Evaluation to Award

1.17 Proposal Opening

Proposals will be opened and only the respondent names read immediately following the deadline for the submission of Proposals has passed. All Proposals and Proposal Documents are subject to review by City Staff to determine responsiveness and responsibility.

1.18 Effective Term of Proposal

Unless a proposal is expressly rejected by the City, all proposals will remain in effect for ninety (90) days subsequent to proposal opening. Respondent may not withdraw or cancel or modify its proposal for a period of ninety (90) days after the advertised closing time for the receipt of Proposals. The City reserves the right to reject any proposal where a modification of its Proposal materially affecting the proposal prior to the ninety (90) day period occurs.

The City may request that Respondents extend the effective period of their Proposals. Such requests will be made in writing and will require the Respondents’ written consent to the extension.

1.19 Evaluation and Consideration of Proposals

1.19.1 Determination of responsiveness

The City of San Angelo Purchasing Division will review Proposals to determine whether they conform to the requirements of the Proposal Documents.

1.19.1.1 Must Propose all line items

A Bidder must propose all requirements set forth in the Proposal Pages, except to the extent that the Specification expressly allows otherwise. Proposals submitted to the contrary will be considered incomplete and as a result, will be rejected as being non-responsive to this requirement.

Per the Basis of Award, if Contract(s) will be awarded per Section or Group, Respondents must bid all items within a

Section or Group, except to the extent that the Specification expressly allows otherwise. Respondents are not required to propose all Sections or Groups. Bids submitted to the contrary will be considered incomplete and as a result, will be rejected as being nonresponsive to this requirement.

1.19.1.2 Mathematical Calculations

The City of San Angelo Purchasing Division reserves the right to make corrections after receiving the proposals to any clerical error apparent on the face of the proposal. This includes but is not limited to obviously incorrect units or misplaced decimal points, or arithmetic errors. In the event that comparison of the Respondent’s "Unit Price" and "Total Price" submitted for any line reveals a calculation error, the Unit Price shall prevail.

1.19.1.3 Unbalanced Bids

The Purchasing Manager or their designated representative reserves the right to reject any Proposal that, in his or her sole discretion and authority, determines is materially unbalanced.

1.19.1.4 Conditional Bids

Conditional proposals will not be accepted.

1.19.2 Determination of Responsibility

The City of San Angelo Purchasing Division has the sole discretion and authority to make the determination of responsibility. A Respondent may be requested to submit such additional information pertaining to responsibility as the Purchasing Official deems necessary. Failure to comply with such a request will result in a finding of non-responsibility and rejection of the proposal

1.19.2.1 Respondent Debts or Defaults

The City reserves the right to refuse to award a Contract to any bidder that is in arrears or is in default to the City upon any debt or contract, or that is a defaulter, as surety or otherwise, upon any obligation to the City, or has failed to perform faithfully any previous contract with the City.

1.19.2.2 Competency of Respondent

Respondent, if requested must present within a reasonable time, as determined by the City, evidence satisfactory to the Purchasing Division of ability to perform the Contract and possession of necessary facilities, financial resources and adequate insurance to comply with the terms of these specifications and contract documents.

The Owner reserves the right to reject any proposal if the evidence submitted by, or investigation of, such respondent fails to satisfy the Owner that such respondent is properly qualified to carry out the obligations of the contract and to complete the work contemplated therein.

1.19.2.3 Rejection of proposals and waiver of informalities

The Purchasing Manager, in their sole discretion and authority, may determine that it is in the best interest of the City to reject any or all Proposals or to waive any informality in the proposal submitted in response to any invitation for Proposals.

1.19.2.4 Tie Bids

In the event of tie bids, preference will be given to the bidder who offers the best value to the city in accordance with State Law.

1.20 Method of award

Evaluation will be based on the criteria stated in this Request for Proposal. The highest ranked proposal may be negotiated, and one or more respondents may be allowed to present a best and final offer. If proposal amounts exceed the available funds to finance a contract, the City may reject all proposals or may award the contract on a negotiated proposal with deductible alternates as to produce a net amount which is within the available funds.

ARTICLE 2 Incorporation of Exhibits The following attached Exhibits are made a part of this agreement:

Exhibit A - Acknowledgement Form Exhibit B - Conflict of Interest Form Exhibit C - House Bill 89 Verification Form Exhibit D - Required Pricing Submission Form and Questionnaire with References

ARTICLE 3 - Standard Terms and Conditions

3.1 General Provisions

3.1.1 Definitions

Wherever used in the proposal requirements of Contract Documents and printed with initial capital letters, the terms listed below will have the meanings indicated which are applicable to both the singular and plural, thereof. In addition to the terms specifically defined, terms with initial capital letters in the Contract documents include references to identified articles and paragraphs, and the titles of other documents or forms.

Addendum: official revision of the solicitation documents issued by the Purchasing Division prior to Bid Opening Date which clarify, correct, or change the Bidding Requirements or the proposed Contract documents.

Additional Services: are those services which are within the general scope of Services of the contract, but beyond the description of services in the detailed specifications and all services reasonably necessary to complete the additional services to the standards of performance required by the Contract.

Agreement: The written instrument which is evidence of the agreement between Owner and Contractor covering the work, services or goods.

Attachments: all exhibits and other documents attached to the solicitation documents and/or incorporated into them by reference.

Best Value: factors that may be considered in determining lowest overall cost and value in making certain purchases. Ref. Texas Government Code, Section 2155.074 (Non-Information Technology Related) and Texas Government Code, Section 2157.003 (Information Technology Related).

Bid: an offer to contract with the City, submitted in response to a solicitation invitation. The term “bid” may also be used generically to reference a response to another type of solicitation, e.g., a quote. Bids are usually nonnegotiable.

Bidder: person, firm or entity submitting an offer (a “bid”) in response to an invitation for bids; for RFPs and RFQs, references may be made to "Respondents". Once the Contract is awarded the Contractor shall assume that all references to a Bidder or Respondent and such attendant obligations apply to the Contactor.

Bid Deposit: A deposit required of bidders to protect the City in the event a low bidder attempts to withdraw its offer or otherwise fails to enter into a contract with the City. Acceptable forms of bid deposits are limited to:

cashier’s check, certified check, or irrevocable letter of credit issued by a financial institution subject to the laws of Texas and entered on the United States Department of the Treasury’s listing of approved sureties; a surety or blanket bond from a company chartered or authorized to do business in Texas.

Bid Opening: The public opening of bids, in which the names of the bidders responding to an invitation and prices of the bidders are publicly read and recorded. See Proposal Opening.

Bid Opening Date: date and time publicly advertised by the Purchasing Division as the deadline for submission of Bids; this may be referred to as a "Proposal Due Date" for RFP and RFQ solicitations.

Bid Tabulation: The recording of bids and bid data submitted in response to a solicitation. The bid tabulation is used for comparison, analysis and record keeping.

Bidding Documents: The bidding requirements and the proposed Contract Documents (including all Addenda).

Bidding Requirements: The Advertisement or Invitation to Bid, Instructions to Bidders, Bid Security of acceptable form, if any, and the Bid Form with any Supplements.

City: means the City of San Angelo, a home ruled government municipality as defined by the State of Texas.

Contract: upon notice of award by Purchasing Division, the contract consisting of all Bid Documents relating to a specific invitation for bids or proposals, and all amendments, modifications, or revisions made from time to time in accordance with the terms thereof. All such documents comprising the Contract are referred to as the "Contract Documents".

Contractor: the Bidder (person, firm or entity; vendor) that is awarded the Contract by the Purchasing Division. Any reference to the Bidder in the Contract documents is understood to apply to the Contractor.

Deliverables: include supplies, work or product produced by Contractor, including but not limited to written reviews, reports, recommendations, charts, analysis, designs, plans, specifications, drawings, or other similar products.

Department: which may also be referred to as the using/user Department is the City Department which appears on the applicable purchase order release for goods, work or services provided under this contract.

Detailed Specifications: refers to the contract specific requirements that includes but is not limited to a detailed description of the scope, term, compensation, price escalation, and such other additional terms and conditions governing this specific Contract.

Effective Date of the Agreement: The date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver.

Force Majeure Event: an event beyond the reasonable control of a party to this Contract, which is limited to acts of God, explosion, acts of the public enemy, fires, floods, earthquakes, tornadoes, epidemics, quarantine restrictions, work stoppages not caused or unmitigated by the Contractor.

Goods: A transportable article of trade or commerce that can be bartered or sold. Goods do not include services or real property.

Independent Contractor: A person working for an entity under contract and not an employee of the contracting entity. The contracting entity does not pay unemployment, disability, or worker’s compensation insurance or withholding taxes from payments to the person. An independent contractor normally follows the contracting agency’s direction on the results of the work but not on the means of accomplishing the work.

Law(s): The word “Law” or “Laws,” whether or not capitalized, is intended in the broadest possible sense, including without limitation all applicable laws, rules, regulations, ordinances, codes and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction; requirements and prohibitions of permits, licenses or other similar authorizations of any kind; court decisions; common law; and all other legal requirements and prohibitions.

Notice of Award: The written notice by Owner to the Successful Bidder stating that upon timely compliance by the Successful Bidder with the Conditions precedent listed therein, Owner will sign and deliver the Agreement.

Notice to Proceed: A written notice given by Owner to Contractor fixing the date on which the Contract times will commence to run and on which Contractor shall start to perform the work under the Contract Documents.

Owner: The entity, City of San Angelo, Texas, with whom the Contractor has entered into the Agreement and for whom the Works are to be performed, or goods supplied.

Party: or collectively Parties refers to the entities that have entered into this Contract including the Contractor and the City.

Payment Bond: A bond executed in connection with a contract which secures the payment requirements of the contractor.

Performance Bond: A surety bond which provides assurance of a bidder’s performance of a certain contract.

Acceptable forms of bonds are those described in the definition for “bid deposit.”

Proposal Opening: The public opening of Requests for Proposals or Requests for Qualification responses, in which the names only of the bidders responding to an invitation are publicly read and recorded.

Proprietary Information: Information provided in response to solicitations to which vendor claims ownership or exclusive rights and which is protected from disclosure under the Texas Public Information Act (Texas Government Code, Chapter §551

Purchase Order: a written purchase order from the City referencing this Contract.

Purchasing Division: The office designated to purchase goods and services for the City of San Angelo.

Responsive: The respondent has complied with all material aspects of the solicitation document, including submission of all required documents.

Responsible: The respondent has the capability to fully perform and deliver in accordance with the contract requirements. The city may include past performance, financial capabilities and business management as criteria for determining if a bidder or proposer is capable of satisfying the contract requirements.

Services: refers to all work, services and materials whether ancillary or as required by the Detailed Specifications that Contractor provides in performance of its obligations under this Contract.

Specification: means the Bid Documents, including but not limited to the detailed or technical specifications.

Subcontractor: means any person or entity with whom the Contractor contracts to provide any part of the goods, services or work to be provided by Contractor under the Contract, including subcontractors of any tier, suppliers and material men, whether or not in privity with the Contractor.

Successful Bidder: The Bidder submitting a responsive Bid to whom Owner makes an award.

3.1.2 Interpretation of the Contract

3.1.2.1 Order of Precedence

The order of precedence of the contract parts will be as follows:

• Addenda, if any

• Detailed Specifications/Scope

• Plans or drawings, if any

• Special Conditions

• Supplemental Special Conditions, if any

• Insurance Requirements

• Standard Terms and Conditions

• Invitation to bid and proposal pages

3.1.2.2 Interpretation and Rules

Unless a contrary meaning is specifically noted elsewhere, the phrases "as required", "as directed", "as permitted", and similar words mean the requirements, directions, and permissions of the Council or Purchasing Division, as applicable.

The words "necessary", "proper", or similar words used with respect to the nature or extent of work or services mean that work or those services must be conducted in a manner, or be of a character which is necessary or proper for the type of work or services being provided in the opinion of the Council and the Purchasing Division, as applicable. The judgment of the Council and or the Purchasing Manager when delegated in such matters will be considered final.

Wherever the imperative form of address is used, such as provide equipment "required" it will be understood and agreed that such address is directed to the Respondent unless the provision expressly states that the City will be responsible for the action.

3.1.2.3 Severability

The invalidity, illegality, or unenforceability of any one or more phrases, sentences, clauses or sections in this Contract does not affect the remaining portions of this Contract.

3.1.2.4 Survival of Terms

Termination of the Contract for any reason shall not release the Respondent from liability or obligation set forth in the Contract that is expressly stated to survive any such termination or by its nature would be intended to be applicable following any such termination, including the provisions regarding confidentiality, indemnification, transition, records, audit, property rights, dispute resolution, invoice and fees verification.

3.1.2.5 Entire Contract

The Contract Documents constitute the entire agreement between the parties and may not be modified except by the subsequent written agreement of the parties.

3.1.3 Subcontracting and Assignment

3.1.3.1 No assignment of Contract

Contractor may not assign this Contract without the prior written consent of the City. In no case will such consent relieve Contractor from its obligations or change the terms of the contracts.

3.1.3.2 Subcontracts

No part of the goods, work or services to be provided under this Contract may be subcontracted without the prior written consent of the City; but in no case will such consent relieve the awarded Contractor from its obligations or change the terms of the contracts. Contractor must notify the City of all Subcontractors to be used and shall not employ any that the City does not approve of. Prior to proposing the use of a certain Subcontractor, the Contractor is responsible to verify that neither the Subcontractor nor any of its owners is debarred from or otherwise ineligible to participate on City Contracts.

Subcontracting of the services or work or any portion of the Contract without the prior written consent of the City is null and void. Further, Contractor will not make any substitution of a previously approved Subcontractor without the prior written consent of the City; any substitution of a Subcontractor without the prior written consent of the City is null and void.

Contractor will only subcontract with competent and responsible Subcontractors. If, in the judgment of the City, any Subcontractor is careless, incompetent, violates safety or security rules, obstructs the progress of the services or work, acts contrary to instructions, acts improperly, is not responsible, is unfit, violates any laws applicable to this Contract, or fails to follow the requirements of this Contract, then the Contractor will, immediately upon notice from the City, discharge or otherwise remove such Subcontractor and propose an acceptable substitute for City approval.

3.1.3.3 No Pledging or Assignment of Contract Funds without City approval The Contractor may not pledge, transfer, or assign any interest in this Contract or contract funds due or to become due without the prior written approval of the City. In no case will such consent relieve the Contractor of its obligations or change the terms of the Contract. Contractor must notify the City, in writing, of the name of any proposed assignee and the reason for the assignment; consent to which is solely in the City's discretion.

3.1.4 Contract Governance

3.1.4.1 Governing Law and Jurisdiction

This Contract will be governed in accordance with the competitive bidding requirements of the City and Texas Local Government Code §252, as amended. Bidders shall comply with all applicable federal, state and local laws and regulations. Bidder is further advised that these requirements shall be fully governed by the laws of the State of Texas and that the City of San Angelo may request and rely on advice, decisions and opinions of the Attorney General of Texas and the City Attorney concerning any portion of these requirements.

3.1.4.2 Cooperation by Parties and between Contractors

The Parties hereby agree to act in good faith and cooperate with each other in the performance of this Contract.

Contractor further agrees to implement such measures as may be necessary to ensure that its staff and its Subcontractors will be bound by the provisions of this Contract.

Unless otherwise provided in Detailed Specifications, if separate contracts are let for work within or adjacent to the project site as may be further detailed in the Contract Documents, each Contractor must perform its Services so as not to interfere with or hinder the progress of completion of the work being performed by other contractors. The Contractor must as far as possible, arrange its work and space and dispose of the materials being used, so as not to interfere with the operations of the other contractors within or adjacent to the limits of the project site.

3.1.4.3 Independent Contractor

This Contract is not intended to and does not constitute, create, give rise to, or otherwise recognize a joint venture, partnership, corporation or other formal business association or organization of any kind between Contractor and the City. The rights and obligations of the parties are only those set forth in this Contract.

Contractor must perform as an independent contractor and not as a representative, employee, agent, or partner of the City.

This Contract is between the City and an independent contractor and, if Contractor is an individual, nothing provided for under this Contract constitutes or implies an employer-employee relationship such that any membership in any pension, insurance, vacation, sick leave or any other benefits ordinarily provided to individuals employed and paid through the regular payrolls of the City. Furthermore, the City is not required to deduct or withhold any taxes, FICA or other deductions from any compensation provided to the Contractor.

3.1.4.4 Authority

Execution of this Contract by the Contractor is authorized and signature(s) of each person signing on behalf of the Contractor have been made with complete and full authority to commit the Contractor to all terms and conditions of this Contract, including each and every representation, certifications, and warranty contained herein, attached hereto, and collectively incorporated by reference herein, or as may be required by the terms and conditions hereof. If other than a sole proprietorship, Contractor must provide satisfactory evidence that the execution of the Contract is authorized in accordance with the business entity(s) rules and procedures.

3.1.4.5 Joint and Several Liability

In the event that Contractor, or its successors or assigns, if any, is comprised of more than one individual or other legal entity (or a combination thereof), then and in that event, each and every obligation or undertaking herein stated to be fulfilled or performed by Contractor will be the joint and several obligation or undertaking of each such individual or other legal entity.

3.1.4.6 Contractor Compliance to Ordinance 98-2217

City of San Angelo Ordinance 98-2217 prohibits any expenditure for goods or services by the City to any person firm or corporation owing any delinquent indebtedness to the City. Contractor certifies that it is in compliance with the requirements of said ordinance. Failure to disclose non-compliance with said ordinance may be cause for rejection or disqualification of bid. In addition, if Contractor is not in compliance with Ordinance 98-2217, Contractor hereby assigns to the City of San Angelo the amount of its delinquent indebtedness to the City to be deducted by the City from any amounts due to Contractor.

3.1.4.7 Contractor Compliance to Protection of Resident Workers The City of San Angelo, Texas supports the Immigration and Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Under the INA, employers may hire only persons who may legally work in the United States (i.e., citizens and nationals of the United States) and aliens authorized to work in the United States.

Employer must verify, which includes completing the Employment Eligibility Employer Verification Form (I-9), the identity and employment eligibility of anyone to be hired and must also establish appropriate processes and controls so that no services or products related to this contract will be performed or manufactured by any worker who is not legally eligible to perform such services or employment.

3.1.4.8 Ethics

City of San Angelo officials and employees are responsible for protecting the safety and welfare of the public’s monies. All City officials and employees should endeavor to pursue a course of conduct that does not raise suspicion among the public. Therefore, they shall avoid acts which are improper or give the appearance of impropriety. This conduct is particularly important for City purchasing personnel and contract management personnel who are charged with the disposition of City funds.

City of San Angelo Ordinance No. 2013-3489 establishes an ethics and conflict of interest policy applicable to city council members, appointive members to city boards and commissions, and city employees. Any vendor entering into a contract or agreement with the City of San Angelo, Texas expressly acknowledges that it has familiarized itself with the provisions of this Ordinance.

3.1.4.9 Conflict of Interest

Chapter 176 of the Texas Local Government Code requires that any person, who enters or seeks to enter into a contract for the sale or purchase or property, goods or services with a local government entity and who has an employment or other business relationship with a local government officer or a family member of the officer, as described by Texas Local Government Code Section 176.006, shall file a completed conflict of interest questionnaire with the City within 7 business days after the latter of: 1) date the person begins discussions or negotiations to enter into a contract, including submission of a bid or proposal, or 2) the date the person becomes aware of facts that require the statement to be filed. The Conflict-of-Interest Questionnaire (Form CIQ) is included as Exhibit B and must be returned with your submission as Exhibit B. The form is also available from the City's website at www.sanangelo.gov or from the Texas Ethics Commission at www.ethics.state.us.

Please consult your own legal advisor if you have questions regarding this form.

3.1.4.10 Confidentiality

All deliverables and reports, data, findings or information in any form prepared, assembled or encountered by or provided by Contractor under this Contract are property of the City and are confidential, except as specifically authorized in this Contract or as may be required by law. Contractor must not allow the Deliverables to be made available to any other individual or organization without the prior written consent of the City.

Further, all documents and other information provided to Contractor by the City are confidential and must not be made available to any other individual or organization without the prior written consent of the City.

Contractor must not issue any publicity new releases or grant press interviews, and except as may be required by law during or after the performance of this Contract, disseminate any information regarding its Services or the project to which the Services pertain without the prior written consent of the City.

Any request for documents regarding any records, data or documents which may be in Contractor's possession by reason of this Contract, Contractor must immediately give notice to the Purchasing Division of the City with the understanding that the City will have the opportunity to seek counsel or contest such process by any means available to it before the records or documents are submitted to a court or other third party. Contractor, however, is not obligated to withhold the delivery beyond the time ordered by a court or administrative agency, unless subpoena or request is quashed or the time to produce is otherwise extended.

3.1.4.11 Indemnity

Contractor must defend, indemnify, keep and hold harmless to the fullest extent of the law, its successors, assigns and guarantors shall pay, defend, indemnify and hold harmless the City, its agents, representatives, officers, directors, officials and employees from and against all allegations, demands, proceedings, suits, actions, claims, including claims of patent or copyright infringement, damages, losses, expenses, including but not limited to attorney's fees, court costs, and the cost of appellate proceedings, and all claim adjusting and handling expenses, related to, arising from or out of or resulting from any actions, acts, errors, mistakes or omissions caused in whole or part by Contractor relating to work, services, and/or products provided in the performance of this Contract, including but not limited to, any Subcontractor or anyone directly or indirectly employed by or working as an independent contractor for Contractor or said Subcontractors or anyone for whose acts any of them may be liable and any injury or damages claimed by any of Contractor's and Subcontractor's employees or independent contractors. The Contractor expressly understands and agrees that any insurance policies required by this contract, or otherwise provided by the Contractor, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City of San Angelo, its Council members, officers, agents and employees and herein provided.

3.1.4.12 Drug Free Workplace

The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued.

3.1.4.12 Disclosure of Interested Party Form

The Texas Legislature passed House Bill 1295 (“HB 1295”) during the 84th Legislative Session, which enacted Section 2252.908, Government Code, imposing new requirements for contracts entered into by governmental entities. These new requirements require a business to file a disclosure of interested parties form with a governmental entity for any new, amended, extended, or renewed contract between the person/business and the governmental entity. The Texas Ethics Commission (TEC) has formulated administrative rules and FORM 1295 to be used by the business to make disclosures to governmental entities for contracts under consideration. This information is available on the website of the Texas Ethics Commission (https://www.ethics.state.tx.us/tec/1295-Info.htm).

1. The business registers for an online account with the TEC.

2. The business accesses the TEC website and completes an online FORM 1295, making all necessary disclosures required by HB 1295. (Some of the information needed for the business to complete FORM 1295 will need to be provided by the governmental entity.)

3. The TEC website then generates a PDF version of FORM 1295 with a “certificate number” as a certification of filing.

4. The business then prints off, executes a hard copy of FORM 1295 and submits it to the governmental entity on or before the award of the contract. The City will not enter into a contract until a completed FORM 1295 with a TEC certificate number is received

3.2 Compensation Provisions

3.2.1 Ordering, Invoices and Payment

A Purchase order will be issued by the Purchasing Division and sent to the contractor to be applied against the Contract. Contractor must not honor any order(s), perform work or services or make any delivery of goods without receipt of a Purchase Order issued by the City. Request for payment shall be submitted to Accounts Payable.

Payment will be mad within 30 days of invoice date or satisfactory delivery of the product or service whichever is later.

3.2.1.1 Invoices

Invoices shall be submitted to the attention of Accounts Payable at 72 West College Avenue, San Angelo, Texas 76903

3.2.2 Recordkeeping and Audits

Contractor shall maintain a separate accounting and itemized records for these operations in accordance with Generally Accepted Accounting principles (GAAP). Contractor shall pay all costs and expenses, including lawful taxes, connected with its operations when due. The City or its authorized agents shall have the right to inspect such books or original entries and other related books, records or receipts, wherever located at such reasonable times and as often as may be requested during the term of this Contract until such time as is necessary to complete an audit should an audit be required beyond 3 years after the termination of this Contract for any reason.

3.2.2.1 Audits

The City may, in its sole discretion audit the records of Contractor or its Subcontractors, or both, at any time during the term of this Contract or within three years after the Contract ends, in connection with the goods, work, or services provided under this Contract. Each calendar year or partial calendar year may be deemed an “audited period”.

3.2.2.2 Federally Funded Contracts

If this Contract is federally funded, the Contractor will ensure that it and its Subcontractors comply with the applicable provisions of the Davis-Bacon Act (prevailing wages) Act 40 U.S.C. sec 276, as amended and related regulations and pay such applicable prevailing wage rates.

https://www.ethics.state.tx.us/tec/1295-Info.htm

The term general prevailing hourly rate, when used in this requirement will mean the hourly cash wages plus fringe benefits for health and welfare, insurance, vacations, and pensions paid generally, in the locality in which the work is being performed to employees engaged in work of a similar character on public works.

As a condition of making payment to the Contractor, the City may require the Contractor to submit an affidavit to the effect that not less than the prevailing hourly wage rate is being paid to laborers, mechanics, and…