ESBD_366436_1720034865560_IFB 302-24-9795 Houston Parking.pdf

Houston Parking IFB# 302-24-9795 Page 1 of 28 Revised July 2, 2024

Office of the Attorney General Invitation for Bids

A Response to this Invitation for Bid must be received on or before the deadline specified below:

Reference Number: 302-24-9795 Published on: July 3, 2024

NIGP Class/Item: 971-55

Bid Submission deadline: July 25, 2024 @ 2:00 PM CST

RESPONDING VENDOR/CONTRACTOR: (to be completed by Vendor)

Vendor Name:

Address:

City, State Zip:

SPhone No.:

Fax No.:

E-mail address:

Vendor Identification (VID) No.:

Submit Responses via email to OAG Sole Point of Contact:

lori.granados@oag.texas.gov With email subject line: [Contractor’s Name] Response to IFB 302-24-9795

General instruction: Pricing must remain good for 30 days. All associated charges related to the equipment delivery must be provided on this form. NOTE: (1) Late responses may not be considered, (2) award(s) will be made in the best interest of the State, and (3) Vendor must specify if quoting all or none.

The Vendor’s authorized agent must sign below. By signing this document, the Vendor acknowledges that all information contained in the document is true and correct and that Vendor agrees to comply with all terms and conditions of this document. Failure to sign will disqualify this bid. By signing this bid, Vendor certifies that if a Texas address is shown as the address of the Vendor the Vendor qualifies as a Texas Bidder as defined in section 2155.444(c) of the Texas Government Code.

Signature Title Date mailto:lori.granados@oag.texas.gov

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1. Overview The Office of the Attorney General is issuing this Invitation for Bid (IFB) to solicit bids from qualified vendors for 25 parking spaces for OAG Attorneys to use near the Houston Courthouse.

Prices quoted in response to this IFB shall be considered firm by the OAG. Bid prices may not be altered, amended, or negotiated by the vendor after the bid opening, except to correct mathematical errors in extensions. The OAG is a tax-exempt government agency.

Award(s), if any, shall be made to the bidder providing the best value conforming to the advertised specifications, in accordance with Texas Government Code, Title 10, Subtitle D, Section 2156.007.

2. Pricing Table Failure to complete this Section 2 - Pricing Form will result in disqualification of the Response.

If necessary, an additional Pricing Form may be provided to supplement Section 2.

Line

No.

Class and Item code, Description, Part

Number Qty Unit Unit

Price

Extended

Price

1 971-55 (25) non-reserved parking spaces to be used Monday-Friday 6:30 am to 6:00 pm.

(No special signage necessary.) Term:

9/1/24 to 8/31/25. Vendor shall provide an itemized quote reflecting the per parking space rate and any other associated fees with the signed IFB.

1 LOT

Grand Total:

3. Information About the Procurement Process and Subsequent Contract

3.1. Sole Point of Contact

The sole point of contact (POC) for inquiries concerning this IFB is:

Lori Granados, CTCD Office of the Attorney General Procurement Division P O Box 12548 Austin, TX 78711-2548

(512) 963-1210

Lori.granados@oag.texas.gov

OAG reserves the right to contact any Bidder for clarification after submissions. Bidders are prohibited from communicating with OAG staff regarding the IFB, with the following exceptions:

• Communications with the OAG sole point-of-contact listed in Section 3.1;

file:///C:/Users/AgL1/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/0E4U07HH/0 mailto:Lori.granados@oag.texas.gov

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• Written questions/inquiries, which will be answered at the sole discretion of the OAG, per Section 3.2.

3.2. Questions

Vendor shall submit all questions regarding this procurement, in writing via email, to the point of contact listed in Section 3.1., Sole Point of Contact. The deadline for submitting questions regarding this IFB is the date and time listed in Section Error! Reference source not found.., Procurement Schedule.

NOTE: Procedural questions regarding response submission, dates, and locations/addresses may be addressed orally or by email with the point of contact listed in Section 3.1. Any questions submitted will be answered at the sole discretion of the OAG in a Question-and-Answer Document that will be posted to the Electronic State Business Daily (ESBD). Only answers provided in writing by the OAG shall be considered official. All questions should, to the degree possible, cite the specific IFB section and paragraph number(s) to which the question refers. Information in any form other than the materials constituting this IFB, the Question-and-Answer Document(s), and any IFB Addendum shall not be binding on the OAG.

3.3. Procurement Schedule

IFB Release Date July 3, 2024

Vendor Questions Due July 11, 2024 @ 2:00 PM CT

OAG Response to Vendor Questions, if applicable

July 17, 2024

Vendor Bid Submission Deadline July 25, 2024 @ 2:00 PM CT

CT as is then prevailing in Austin, Texas.

3.4. Bid Submission Requirements

Bidders must submit the following information with their bid response. Failure to sign and submit all required documents may result in disqualification.

3.4.1. Signed Invitation for Bid (page 1)

3.4.2. Completed Section 3, Pricing Form (page 2)

3.4.3. Completed recycled material questionnaire (page 5)

4. Evaluation Criteria

Evaluation of Bids will begin as soon as practical after receipt. Bids that are responsive to the IFB will be evaluated using the following criteria:

• Price.

• Compliance with OAG Terms and Conditions.

• Acceptance and response to IFB Specifications; and

• Bidder’s Qualifications, Experience, and Past Performance.

5. Award The OAG has sole discretion and the absolute right to reject any and all offers, terminate, amend, or re-issue this IFB. The OAG reserves the right to remedy technical errors in the IFB process, waive any informalities and irregularities relating to any or all offers, and qualifications submitted in response to this request, and to negotiate modifications necessary to improve the quality or cost effectiveness of services resulting from this IFB. The issuance of this IFB does not constitute a commitment by the OAG to award any contract. The OAG intends to use any material provided in

Houston Parking IFB# 302-24-9795 Page 4 of 28 response to this IFB as a means of identifying, selecting, and contracting with an entity offering the best value to the OAG.

The OAG reserves the right to make a partial award to a vendor, including some, but not all, of the services and deliverables.

6. Authority This procurement shall be conducted in accordance with the State Purchasing and General Services Act (Title 10, Subtitle D, and Chapters 2151 through 2176, Texas Government Code) and the rules of the Texas Comptroller of Public Accounts (TCPA) Statewide Procurement Division, including, but not limited to, procedures prescribed by the division.

Any amendment to this procurement solicitation will be posted as an addendum on the Electronic State Business Daily (ESDB). It is the responsibility of interested parties to periodically check the ESBD for updates to the procurement prior to submitting a bid. A Bidder’s failure to periodically check ESBD will in no way release selected Bidder from “addenda or additional information” resulting in additional costs to meet the requirements of the IFB.

The complete contract governing this procurement will consist of the provisions in this IFB, including any attachments and supplements, the vendors bid response, and the Purchase Order (PO), including any addenda issued by the OAG. The provisions of this IFB and those of the PO shall control in the case of any conflict with any of the provisions in the vendor’s bid response, except as otherwise noted on the PO. Bidder shall provide, in its bid response, any proposed agreements that the vendor intends to be part of the contract award. The OAG may agree to, amend, or reject all or any part of such agreements if doing so would be in the State’s and the OAG’s best interest. The OAG will not sign form contracts. The OAG will not be bound by any Bidder limitation of liability.

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NOTES:

Check below if preferences to Texas and US Products and Texas Services are being claimed under Texas Administrative Code, Title 34, Part 1, Chapter 20, Subchapter D, Division 2, Rule 20.38:

Supplies, materials, or equipment: Produced in Texas/offered by Texas Vendors

Agricultural products produced or grown in Texas

Agricultural products and services offered by Texas Vendors

Products offered by a Texas Bidder owned by a Texas resident service-disabled veteran

USA Produced supplies, materials, or equipment

Products of persons with mental or physical disabilities

Products made of recycled, re-manufactured, or environmentally sensitive materials including recycled steel

Energy efficient products

Rubberized asphalt paving material

Recycled motor oil and lubricants

Products produced at facilities located on formerly contaminated property

Products and services from economically depressed or blighted areas

Vendors that meet or exceed air quality standards

Recycled or Reused Computer Equipment of Other Manufacturers

Foods of Higher Nutritional Value

NOTE: Vendor must indicate whether products listed contain recycled material.

Check below if preference claimed under Texas Administrative Code, Title 34, Part 1, Chapter 20, Subchapter D, Division 2, Rule 20.306:

(__) Goods or services produced or offered by Texas bidders.

(__) Agricultural products produced or grown in Texas.

(__) Agricultural products and services offered by Texas bidders.

(__) Goods or services offered by Texas bidder owned by a Texas resident service-disabled veteran.

(__) USA produced supplies, materials, or equipment.

(__) Products or services of persons with mental or physical disabilities

(__) Products made of recycled, re-manufactured, or environmentally sensitive materials including recycled steel.

(__) Energy efficient products

(__) Rubberized asphalt paving material

(__) Recycled motor oil and lubricants.

(__) Products produced at facilities located on formerly contaminated property.

(__) Products and services from economically depressed or blighted areas

(__) Vendors that meet or exceed air quality standards.

(__) Recycled or reused computer equipment of other manufacturers

(__) Foods of higher nutritional value

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HUB Statement Bidder must answer the following questions:

If an award is issued, do you plan to utilize a subcontractor or supplier for any portion of the contract?

____ Yes ____ No

If yes, what percentage of the total award would be subcontracted or supplied by HUBs?

If you will be subcontracting any portion of the work of this contract with a State of Texas HUB certified vendor, please identify the subcontractor’s contact information and FEIN below (attach an additional sheet if needed):

Work to be Subcontracted: ____________________________________________________________________

Subcontractor Name: ________________________________________________________________________

FEIN: _____________________________________________________________________________________

Address: __________________________________________________________________________________

Phone/Fax: ________________________________________________________________________________

Email: _____________________________________________________________________________________

If no, explain below or on a separate document why no subcontracting opportunities are available or what efforts were made to subcontract part of this project.

Are you a certified as a Texas HUB?

___ Yes ___ No

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TERMS AND CONDITIONS for Invitation for Bids (IFB)

(THE ITEMS LISTED BELOW APPLY TO AND BECOME APART OF THE ATTACHED INVITATION

FOR BIDS. ANY EXCEPTIONS THERETO MUST BE IN WRITING.)

1. Invitation for Bids Requirements

1.1. Responding Vendors must comply with all rules, regulations, and statutes relating to purchasing in the State of Texas in addition to the requirements of this form.

1.2. Responding Vendors must price per unit shown. Unit prices shall govern in the event of extension errors.

1.3. Bids must be submitted on this form. Bids must be received by the OAG Internet email server prior to the “Return by” date and time specified on the IFB. It is the responding Vendor’s responsibility to correctly address and transmit the IFB to the OAG. The OAG is not responsible for any failures of the Vendor’s server to deliver to the OAG email address.

1.4. Late and or unsigned bids will not be considered under any circumstances. Person signing bid should show title or authority to bind the responding Vendor in a contract.

1.5. Bid F.O.B. destination, freight, prepaid and allowed unless otherwise stated within the specifications.

1.6. Bids are requested to be firm for the OAG acceptance for a minimum of sixty (60) calendar days from the “Return by” date. “Discount from list” bids are not acceptable unless requested.

Cash discounts are not considered in determining an award. Cash discounts offered will be taken if earned.

1.7. Responding Vendor should provide complete information requested on the face of this form to include the Responding Vendor’s full name, address, city, state, zip, phone number, and e-mail address.

1.8. Bids cannot be altered or amended after the “Return by” date. Alterations made before the” Return by” date shall be initialed by an authorized agent of the Vendor. No bid can be withdrawn after opening time without prior approval by the OAG based on an acceptable reason in writing.

1.9. Purchases made for OAG use are exempt from the State sales tax and Federal Excise Tax. Do not include tax in bid. Excise Tax Exemption Certifications are available upon request. OAG shall not be liable for the payment of any sales, use, or other taxes incurred by Vendor in acquiring any goods or services as a part of any work called for in this procurement nor shall OAG be liable to reimburse Vendor for same. OAG shall furnish to Vendor suitable documentation of Attorney General's exemption from any taxes on goods and services procured on behalf of Attorney General upon request.

1.10. The OAG reserves the right to make an award on the basis of low line-item price, low total of line items, or in any other combination that will serve the best interest of the OAG and to reject any and all quoted items at the sole discretion of the OAG. The OAG also reserves the right to accept or reject all or any part of any bid, waive minor technicalities and award the contract to best serve the interests of the OAG.

1.11. Consistent and continued tie bidding and/or quoting could cause rejection of bids by the OAG and/or investigation for antitrust violations.

2. Specifications

2.1. Unless otherwise specified, items offered shall be new and unused and of current production.

2.2. All electrical items must meet all applicable OSHA standards and regulations, and bear the appropriate listing from UL, FMRC or NEMA.

2.3. The OAG will not be bound by any oral statement or representation contrary to the written specifications of this IFB.

Houston Parking IFB# 302-24-9795 Page 8 of 28

3. Offshoring All work to be performed under the Contract, unless pre-approved differently in writing by the OAG, shall be performed within the United States and its territories.

4. Terminated Contracts By executing this Contract, the Vendor certifies that it has not had a contract terminated or been denied the renewal of any contract for non-compliance with policies or regulations of any state or federally funded program within the past five (5) years nor is it currently prohibited from contracting with a governmental agency.

5. Tie Bids:

Awards will be made in accordance with 34 TAC 20.207 34 TAC Rules 20.36(b)(3) and 20.306 (Preferences).

6. Right of Removal OAG expects all services under the Contract to be competently and professionally performed. Vendor and Vendor’s subcontractor, personnel, and agents shall comply with all OAG policy, procedures and requirements relating to standards of conduct and shall be courteous and professional in all communications during their performance of the requirements of the Contract. Any actions deemed incompetent or unprofessional must be remedied to the satisfaction of the OAG Contract Manager.

The OAG reserves the right, in its sole discretion, to require the immediate removal from the performance of services under the Contract and replacement of any Vendor and Vendor’s subcontractor, personnel, and agents deemed by the OAG to be discourteous, unprofessional, incompetent, careless, unsuitable, or otherwise objectionable. Any replacement personnel assigned by Vendor to perform services under the Contract must have qualifications for the assigned position that equal or exceed those of the person being replaced.

7. Background Reviews

7.1. By entering into the Contract, the Vendor certifies that it will perform a background review, to include criminal history record information, of all Vendor Agents before allowing a Vendor Agent to access OAG Data or work in an OAG facility. Such background review shall not occur any earlier than six (6) months prior to the Vendor Agent accessing OAG Data or working in an OAG facility. The term Vendor Agent as used in this “Background Reviews” provision means:

Vendor’s officials, employees, agents, consultants, subcontractors, and representatives, and all other persons that perform contract services on Vendor’s behalf. No Vendor Agent who has been convicted of a felony for crimes involving violence, child abuse or neglect, sexual offenses, theft or fraud or is a registered sex offender may access OAG Data or work in an OAG facility.

7.2. The CSD of the OAG is the Title IV-D agency for the State of Texas. Pursuant to Texas Government Code Section 411.127 the Child Support Division has the right to obtain criminal history record information that relates to an entity who proposes to enter into a contract with or that has a contract with the Child Support Division. OAG shall have the right under this Contract to perform initial and periodic detailed background reviews, to include a criminal history records check, on Vendor and any of Vendor’s Agents that work in an OAG facility or are authorized to access, or are requesting to access, OAG Data. Upon request, and to assist OAG in performing background reviews and criminal records checks, Vendor shall provide identifying data and any required consent and authorization to perform such reviews and checks. OAG is prohibited from revealing the results of any criminal history records check to the Vendor. Additionally, Vendor or Vendor’s Agents will be required to comply with OAG policy and procedure to provide an electronic scan of fingerprints and collection of demographic

Houston Parking IFB# 302-24-9795 Page 9 of 28 information to OAG’s designated agent in order to facilitate a National Criminal History records inquiry and if applicable a state and local criminal records inquiry. The cost of this process will be the responsibility of Vendor. OAG is prohibited from revealing the results of any criminal history records check to the Vendor.

7.3. Within ten (10) Business Days of award, Vendor (unless directed otherwise in Controlled Correspondence) shall provide the OAG with a list of all Vendor Agents who will be accessing OAG Data or working in an OAG facility. The list shall contain the following information:

1. Name (including any other names used);

2. Day-time phone number.

3. Responsibilities under the Contract.

4. Date of birth.

5. Driver’s License number.

6. Social Security number; and

7. Criminal Offense convictions, if known by the Vendor and if the Vendor is not prohibited from disclosing the criminal offense convictions to the OAG.

7.4. Vendor shall provide an updated list to the OAG whenever a new Vendor Agent is assigned to access OAG Data or work in an OAG facility. Vendor shall notify the OAG whenever a Vendor Agent is to assume a new responsibility with regard to accessing OAG Data or working in an OAG facility.

7.5. No Vendor Agent shall access OAG Data or work in an OAG facility or assume new responsibilities regarding same without prior written consent from the OAG through Controlled Correspondence.

7.6. Vendor must require all Vendor Agents to notify Vendor of any arrest (to include the date of arrest, arresting entity, and charges) at the earliest possible opportunity but no later than the end of the first Business Day following an arrest. Within one (1) Business Day of an arrest notification, the Vendor shall notify the OAG of the arrest. Vendor must also require any Vendor Agent who has been arrested to provide an official offense report to the Vendor as soon as possible but no later than thirty (30) calendar days from the date of the arrest. Within one (1) Business Day of receipt of the report, the Vendor shall provide the OAG with a copy of the offense report.

8. Delivery and Contract Term:

8.1. Vendor’s offer must show the number of days required to place material in the OAG designated location under normal conditions. Delivery days mean calendar days unless otherwise specified. Failure to state delivery time obligates responding Vendor to deliver in fourteen (14) calendar days from OAG’s acceptance of Vendor’s offer. Unrealistic delivery promises may cause bid to be disregarded.

8.2. If delay is foreseen, Vendor shall give written notice to the OAG and keep the agency advised of the status of the order at all times. Default in promised delivery (without acceptable reasons) or failure to meet specifications authorizes the OAG, at the OAG’s sole discretion, to cancel the Purchase Order and purchase supplies elsewhere and charge full increase, if any, in cost and handling to the defaulting Vendor.

8.3. No substitutions permitted without written approval of the OAG.

8.4. Delivery shall be made during normal business working hours only unless prior approval has been obtained from the OAG.

8.5. This Contract begins when OAG accepts Vendor’s offer with issuance of a Purchase Order and will terminate 30 calendar days after the final deadline for delivery provided in Vendor’s offer unless the parties agree in writing to extend the deadline for delivery in which case the Contract will terminate 30 calendar days after the agreed upon deadline for delivery.

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9. Definitions

9.1. “Work Product” means any and all deliverables produced by Contractor for OAG under the

Contract, including any and all tangible or intangible items or things that have been or will be prepared, created, developed, invented or conceived at any time following the effective date of the Contract, including but not limited to any (i) works of authorship (including without limitation manuals, instructions, printed material, graphics, artwork, images, illustrations, photographs, computer programs, computer software, scripts, applications, object code, source code or other programming code, HTML code, flow charts, notes, plans, blueprints, reports, outlines, lists, compilations, manuscripts, writings, pictorial materials, schematics, formulae, processes, algorithms, data, derivations of data, information, photographs, videos, artwork, images, multimedia files, text web pages or web sites, other written or machine readable expression of such works fixed in any tangible media, and all other copyrightable works), (ii) trademarks, service marks, trade dress, trade names, logos, branding schemes, or other indicia of source or origin, (iii) ideas, designs, schemes, concepts, personality rights, methods, processes, techniques, apparatuses, inventions, formulas, discoveries, or improvements, including any patents, trade secrets and know-how, (iv) domain names, (v) any copies, portions, versions, and similar or derivative works to any of the foregoing, (vi) all documentation, instruction and materials related to any of the foregoing, (vii) all other goods, services or deliverables to be provided to OAG under the Contract or a statement of work, and

(viii) all Intellectual Property Rights in any of the foregoing, and which are or were created, prepared, developed, invented or conceived for the use or benefit of OAG in connection with the Contract or a statement of work, or with funds appropriated by or for OAG or OAG’s benefit: (a) by any Contractor personnel or OAG personnel, or combination of personnel, or (b) any OAG personnel who then became personnel to Contractor or any of its affiliates or subcontractors, where, although creation or reduction- to-practice is completed while the person is affiliated with Contractor or its personnel, any portion of same was created, invented or conceived by such person while affiliated with OAG.

9.2. “Intellectual Property Rights” means the worldwide legal rights and/or interests evidenced by, or embedded or embodied in: (i) any idea, design, concept, personality right, method, process, technique, apparatus, invention, discovery, or improvement, including any patents, trade secrets, and know-how; (ii) any work of authorship, including any copyrights, moral rights or neighboring rights; (iii) any trademark, service mark, trade dress, trade name, branding scheme, or other indicia of source or origin; (iv) domain name registrations and/or reservations of unique addresses on the Internet; and (v) any other proprietary, intangible or similar rights.

The Intellectual Property Rights of a party include all worldwide legal rights and/or interests that the party may have acquired by assignment, transfer, or license with the right to grant sublicenses, or otherwise by operation of law.

9.3. “Third Party IP” means the Intellectual Property Rights of any third party that is not a party to the Contract, and that is not directly or indirectly providing any goods or services to OAG under the Contract.

9.4. “Vendor IP” shall mean all tangible or intangible items or things, including the Intellectual Property Rights therein, created or developed by Contractor (a) prior to providing any services or Work Product to OAG and prior to receiving any documents, materials, information or funding from or on behalf of OAG relating to the services or Work Product, or (b) after the Effective Date of the Contract if such tangible or intangible items or things were independently developed by Contractor outside Contractor’s provision of services or Work Product for OAG hereunder and were not created, prepared, developed, invented or conceived by any OAG personnel who then became personnel to Contractor or any of its affiliates or subcontractors, where, although creation or reduction-to-practice is completed while the person is affiliated

Houston Parking IFB# 302-24-9795 Page 11 of 28 with Contractor or its personnel, any portion of same was created, invented or conceived by such person while affiliated with OAG.

10. Payment

10.1. Appropriations – Funding Out Clause. The Contract is contingent upon the availability of sufficient and adequate funds, and any contract resulting from this IFB is contingent upon the continued availability of lawful appropriations by the Texas Legislature. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or agencies, amendment of the Texas General Appropriations Act, agency consolidation, or any other disruptions of current funding for the Contract, OAG may restrict, reduce, or terminate the Contract. The Contract is also subject to immediate cancellation or termination by OAG, without penalty to, or further obligation of, the OAG, if sufficient and adequate funds are not available or are reallocated to another project. Contractor shall have no right of action against the OAG if OAG cannot perform its obligations under the Contract as a result of lack of funding for any activities or functions contained within the scope of the Contract.

In the event of cancellation or termination under this Section, the OAG shall not be required to give notice and shall not be liable for any damages or losses, of any kind, caused or associated with such termination or cancellation.

10.2. Legislative Appropriations. All obligations of the OAG are subject to the availability of legislative appropriations and, for federally funded procurements, to the availability of federal funds applicable to this procurement. The Parties acknowledge that the ability of the OAG to make payments under the Contract is contingent upon the continued availability of funds for the Child Support Enforcement Strategy and the State Disbursement Unit Strategy (collectively “Strategies”). The Parties acknowledge that funds are not specifically appropriated for the Contract and the OAG’s continual ability to make payments under the Contract is contingent upon the funding levels appropriated to the OAG for the Strategies for each particular appropriation period. The OAG will use all reasonable efforts to ensure that such funds are available. The Parties agree that if future levels of funding for the OAG Child Support Enforcement Strategy and/or the State Disbursement Unit Strategy are not sufficient to continue operations without any operational reductions, the OAG, in its discretion, may terminate the Contract, either in whole or in part. In the event of such termination, the OAG will not be considered to be in default or breach under the Contract, nor shall it be liable for any further payments ordinarily due under the Contract, nor shall it be liable for any damages or any other amounts which are caused by or associated with such termination.

The OAG shall make best efforts to provide reasonable written advance notice to the Vendor of any such termination. In the event of such a termination, the Vendor shall, unless otherwise mutually agreed upon in writing, cease all work immediately upon the effective date of termination. OAG shall be liable for payments limited only to the portion of work the OAG authorized in writing and which the Vendor has completed, delivered to the OAG, and which has been accepted by the OAG. All such work shall have been completed, per the Contract requirements, prior to the effective date of termination.

10.3. Provision of Funding by United States. It is expressly understood that any and all of the OAG’s obligations and liabilities hereunder are contingent upon the existence of a state plan for child support enforcement approved by the United States Department of Health and Human Services providing for the statewide program of child support enforcement, pursuant to the Social Security Act, and on the availability of Federal Financial Participation for the activities described herein. In the event that such approval of the state plan or the availability of Federal Financial Participation should lapse or otherwise terminate, the OAG shall promptly notify the Vendor of such fact in writing. Upon such occurrence the OAG shall discontinue payment hereunder.

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10.4. Antitrust and Assignment of Claims. Pursuant to 15 U.S.C. Section 1, et seq., and Texas Business and Commerce Code Section 15.01, et seq., the Vendor affirms that it has not violated the Texas antitrust laws or federal antitrust laws and has not communicated its bid for the Contract directly or indirectly to any competitor or any other person engaged in such line of business. The Vendor hereby assigns to the OAG any claims for overcharges associated with the Contract under 15 U.S.C. Section1, et seq., and Texas Business and Commerce Code Section 15.01, et seq.

10.5. Prompt Payment. Payments to Contractor by OAG under the Contract shall be in compliance with Chapter 2251 of the Texas Government Code and Title 34, Chapter 20, Subchapter F of the Texas Administrative Code.

10.6. Recapture of Funds. The OAG may withhold all or part of any payments to Contractor to offset overpayments made to the Contractor. Overpayments include but are not limited to payments (i) made that exceed the maximum allowable rates; (ii) that are not allowed under applicable laws, rules, or regulations; (iii) that are otherwise inconsistent with the Contract, including without limitation any unapproved expenditures; (iv) that were paid for a deliverable for which latent defects have been discovered; or (v) that were based on fraudulent or inaccurate invoices.

10.7. Invoices. Prior to authorizing payment to Contractor, OAG shall evaluate Contractor’s performance using the performance standards set forth in all documents constituting or related to the Contract. Contractor shall provide invoices to OAG for goods/services provided or performed. Invoices must be submitted not later than the 15th day of the month after the services are completed and accepted by OAG. No payment whatsoever shall be made under the Contract without the prior, timely submission of detailed, correct invoices. Except as otherwise provided in the Contract, no ancillary expenses incurred by the Contractor in connection with its work, Contract performance, services or deliverables shall be reimbursed by the OAG. Ancillary expenses include, but are not limited to, costs associated with transportation, delivery, and insurance.

10.8. Tax Waiver. As per Section 151.309 of the Texas Tax Code, purchases made for OAG use are exempt from the State sales tax and federal excise tax. OAG shall not be liable for the payment of any sales, use, or other taxes incurred by Contractor in acquiring any goods or services as a part of any work called for in the Contract. Excise Tax Exemption Certifications are available upon request.

10.9. Most Favored Customer. Notwithstanding any other provision to the contrary, all the benefits, pricing and hourly rates granted by Contractor to OAG herein are at least as favorable as the benefits, pricing and hourly rates granted by Contractor to any previous client of Contractor for services and/or products similar to those provided hereunder. If Contractor enters into any subsequent agreement with any other client during the term of the Contract which provides for benefits, pricing and/or hourly rates that are more favorable than those contained in the Contract, Contractor shall notify OAG promptly of the existence of such more favorable benefits, pricing and/or hourly rates and OAG shall have the right to receive the more favorable contractual terms immediately. If requested in writing by OAG, Contractor hereby agrees to amend the Contract to contain the more favorable benefits, pricing and/or hourly rates.

11. Subcontracting Approval Required

It is contemplated by the Parties hereto that the Vendor shall conduct the performances provided by this Contract substantially with its own resources and through the services of its own staff. In the event that the Vendor should determine that it is necessary or expedient to subcontract for any of the performances specified herein, the Vendor shall subcontract for such performances only after Vendor has transmitted to the OAG a true copy of the subcontract the Vendor proposes to execute

Houston Parking IFB# 302-24-9795 Page 13 of 28 with a subcontractor and has obtained the OAG’s written approval for subcontracting the subject performances in advance of executing a subcontract. The Vendor, in subcontracting for any performances specified herein, expressly understands and acknowledges that in entering into such subcontract(s), the OAG is in no manner liable to any subcontractor(s) of the Vendor. In no event shall this provision relieve the Vendor of the responsibility for ensuring that the performances rendered under all subcontracts are rendered so as to comply with all terms of this procurement.

12. No Assignment by the Vendor The Vendor will not assign its rights under the Contract or delegate the performance of its duties under the Contract without prior written approval from the OAG. Notwithstanding anything to the contrary in the Texas Business Organizations Code or any other Texas or other state statute a merger shall not act to cause the assumption, by the surviving entity or entities, of the Contract and/or its associated rights and duties without the prior written approval of the OAG. The term “merger” as used in this section includes, without limitation, the combining of two (2) corporations into a single surviving corporation, the combining of two (2) existing corporations to form a third (3rd) newly created corporation; or the combining of a corporation with another form of business organization.

13. Cooperation with the OAG The Vendor must ensure that it cooperates with the OAG and other state or federal administrative agencies, at no charge to the OAG, for purposes relating to the administration of the Contract. The Vendor agrees to reasonably cooperate with and work with the OAG’s vendors, subcontractors, and third-party representatives as requested by the OAG.

14. Time is of the Essence Time is of the essence in the performance of the Contract. Contractor shall strictly comply with all of the deadlines and requirements for the Contract.

15. Termination

15.1. Termination for Convenience. OAG reserves the right to terminate the Contract at any time, in whole or in part, without penalty, by providing thirty (30) calendar days advance written notice to the Contractor, if OAG determines that such termination is in its best interest or the best interest of the State of Texas. In the event of such a notice of termination, Contractor shall, unless otherwise mutually agreed upon in writing, cease all work immediately. OAG shall be liable for payments limited only to the portion of work OAG authorized in writing and which the Contractor has completed, delivered to OAG per the Contract requirements, and which has been accepted by OAG as of the date of termination. OAG shall have no other liability or obligation to Contractor, including, without limitation, no liability for any costs of any kind associated with the termination.

15.2. Termination for Cause. If the Contractor fails to provide the contracted for work, deliverables and/or services according to the provisions of the Contract or fails to comply with any of the terms or conditions of the Contract, OAG may, upon written notice of default to Contractor, immediately terminate all or any part of the Contract. Termination is not an exclusive remedy but shall be in addition to any other rights and remedies provided in equity, by law or under the Contract. The Contractor shall be liable for all costs and expenses, including court costs and attorney’s fees, incurred by OAG with respect to the enforcement of any of the remedies listed herein. In addition, Contractor's misrepresentation and/or material omission with respect to any aspect of Contractor’s communications during the procurement process, if any, shall constitute a material breach of the Contract.

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15.3. Change in Federal or State Requirements. If federal or state laws or regulations or other federal or state requirements are amended or judicially interpreted so that either Party cannot reasonably fulfill the Contract and if the Parties cannot agree to an amendment that would enable substantial continuation of the Contract, the Parties shall be discharged from any further obligations under the Contract.

15.4. Rights upon Termination or Expiration. In the event that the Contract is terminated for any reason, or upon its expiration, the OAG shall retain ownership of all associated Work Product and Intellectual Property Rights obtained from Contractor. Upon the request of OAG, but in any event upon termination or expiration of the Contract, Contractor shall surrender to OAG all documents, materials and things pertaining to the Work Product, including but not limited to drafts, memoranda, notes, records, drawings, manuals, computer software, reports, data, and all other documents or materials (and copies of same) generated or developed by Contractor or furnished by OAG to Contractor, including any OAG confidential information and data, regardless of whether complete or incomplete, and all versions thereof.

16. Termination Assistance

16.1. The obligations of the Vendor under this entire Termination Assistance subsection shall survive the termination of this Contract; said termination occurring for any reason.

16.2. It is the intent of the Parties that at the expiration or termination of this Contract, the Vendor shall cooperate with OAG to assist with the orderly transfer of the services, functions and operation provided by the Vendor hereunder to another services provider or OAG itself. The Vendor personnel critical to the transfer efforts shall be identified by the Parties. The Vendor shall ensure the cooperation of its key employees during the transfer process. The Vendor shall provide full disclosure to OAG of the equipment, software, and third-party supplier services required to perform services previously performed by the Vendor within sixty (60) calendar days of any OAG request for same. The Vendor shall exercise reasonable efforts to affect a transfer of license or assignment of agreement(s) for any software or third-party services utilized by the Vendor to provide services to OAG. The Vendor shall exercise its best effort to ensure that OAG obtains appropriate access to third-party services, hardware, software, personnel and facilities required to perform an orderly termination.

16.3. In the event of the expiration or termination of all or part of the services being provided under this Contract, the Vendor shall, upon OAG’s request, provide to the OAG or third-party personnel training in the performance of the affected services.

16.4. The Vendor shall provide to OAG and any designated third-party service provider in writing, to the extent available, applicable requirements, standards, policies, operating procedures and other documentation relating to the affected services and necessary access to the systems and sites from which the affected services were provided.

16.5. The Vendor shall provide Termination Assistance, as outlined above, for a period of up to one hundred eighty (180) calendar days after the expiration or termination of all or part of the services hereunder as may be reasonably required by OAG for the orderly transition of the affected services. Following this Termination Assistance period, the Vendor shall answer questions from the OAG on an “as needed” basis.

16.6. All of the foregoing Termination Assistance shall be at no additional cost to the OAG.

17. Ownership and Licensing

17.1. Work for Hire. As between Contractor and OAG, the Work Product and Intellectual Property

Rights therein are and shall be owned exclusively by OAG, and not Contractor. Contractor specifically agrees that the Work Product shall be considered “works made for hire” and that the Work Product shall, upon creation, be owned exclusively by OAG. To the extent that the Work Product, under applicable law, may not be considered works made for hire, Contractor

Houston Parking IFB# 302-24-9795 Page 15 of 28 hereby agrees that the Contract effectively transfers, grants, conveys, assigns, and relinquishes exclusively to OAG all right, title and interest in and to all ownership rights in the Work Product, and all Intellectual Property Rights in the Work Product, without the necessity of any further consideration or action, and OAG shall be entitled to obtain and hold in its own name all Intellectual Property Rights in and to the Work Product, including without limitation all patents, copyrights, registrations or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof. Contractor must give OAG and/or the State of Texas, as well as any person designated by OAG and/or the State of Texas, all assistance required to perfect the rights transferred herein without any charge or expense beyond those amounts payable to Contractor for the services rendered under the Contract. Contractor and OAG, as appropriate, shall cooperate with one another and execute such other documents as may be reasonably appropriate to achieve the objectives herein. To the extent that title to any such work may not, by operation of law, vest in OAG, or such work may not be considered a work made for hire, all rights, title, and interest therein are hereby irrevocably assigned to

OAG.

17.2. Vendor/Third Party IP. To the extent that any Vendor IP or Third Party IP are embodied or reflected in the Work Product, or are necessary to provide the services, or are otherwise delivered or provided to OAG alone or in conjunction with the Work Product, Contractor hereby grants to the OAG, or shall obtain from the applicable third party for OAG’s benefit at no additional expense or cost, the irrevocable, perpetual, non-exclusive, worldwide, royalty-free, fully paid-up right and license, for OAG’s internal business purposes only, to (i) use, execute, reproduce, copy, display (publicly and privately, by any means), perform (publicly and privately, by any means), transmit, distribute copies of, sublicense, modify and prepare derivative works based upon such Vendor IP or Third Party IP and any derivative works thereof embodied in or delivered to OAG in conjunction with the Work Product, and (ii) authorize others to do any or all of the foregoing. Contractor agrees to notify OAG on delivery of the Work Product or services if such materials include any Third-Party IP. On request, Contractor shall provide OAG with documentation indicating a third party’s written approval for Contractor to use any Third-Party IP that may be embodied or reflected in the Work Product.

17.3. Agreement with Subcontractors. Contractor agrees that it shall have written agreement(s) that are consistent with these provisions related to Work Product and Intellectual Property Rights with any employees, agents, consultants, contractors or subcontractors providing services or Work Product pursuant to the Contract, prior to their providing such services or Work Product, and that it shall maintain such written agreements at all times during performance of the Contract, which are sufficient to support all performance and grants of rights by Contractor.

Copies of such agreements shall be provided by Contractor to the OAG promptly upon written or oral request.

18. Confidentiality and Public Information Act

Notwithstanding any provisions of the Contract to the contrary, Contractor understands that OAG shall comply with the Texas Public Information Act, Texas Government Code, Chapter 552, as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas (collectively “PIA”). Information, documentation, and other material in connection with this IFB or any resulting contract may be subject to public disclosure pursuant to the Texas Public Information Act. In accordance with Section 2252.907 of the Texas Government Code, Contractor is required to make any information created or exchanged with the State pursuant to the contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the State. The Contract and all data and other information generated or otherwise obtained during and throughout its performance may be subject to the PIA. Contractor shall cooperate with OAG in the production of documents responsive to any

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PIA request. Contractor shall notify OAG General Counsel within twenty-four (24) hours of receipt of any third-party requests which seeks information provided by the State of Texas for use in performing the Contract. To the extent allowed by law, Contractor agrees to maintain the confidentiality of information received from the State of Texas during the performance of the Contract, including without limitation information which discloses confidential personal information.

19. Warranties

19.1. Compliance with the Specifications. Contractor represents and warrants that all deliverables and all Work Product shall be consistent with or perform materially as described in the specification/statement of work set forth in the Contract and/or Purchase Order.

19.2. Professional Services Warranty. Contractor warrants that products and services under the Contract and/or Purchase Order, including without limitation all Work Product, will be completed in a professional and workmanlike manner consistent with standards under the terms of the Contract, in the applicable trade, profession, or industry; will conform to or exceed the specifications set forth in the Contract; and will be fit for ordinary use and particular purpose, of good quality, free of intellectual property infringement and with no material defects. If Contractor fails to complete services timely or to perform satisfactorily under conditions required by the Contract and/or Purchase Order, the OAG may require Contractor, at its sole expense, to:

(1) Repair or replace all defective or damaged service or product.

(2) Refund any payment received for all defective or damaged service or product.

Contractor hereby represents and warrants that each of the employees and agents assigned to perform Contractor’s obligations under the Contract and/or Purchase Order shall have the skill and training to perform the services in accordance with the foregoing standard of care.

19.3. Right to Provide Products. Contractor hereby represents and warrants that it has the right to develop and assign all ownership rights in the deliverables and Work Product, and each and every component thereof, to OAG as contemplated under the Contract, including without limitation all patent, copyright, trade secret any other intellectual property rights, free from infringements claims, free from violations of unfair competition law, and free from violations of any other contract or law, or violations of any other third party right.