ESBD_369980_1722354311166_RFP 542-24-003 Conference Planning and Coordinating Services_VF_ESBD.pdf

RFP 542-24-003

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CANCER PREVENTION AND RESEARCH INSTITUTE OF TEXAS

REQUEST FOR PROPOSAL

RFP Number: 542-24-003

Conference Planning and Coordinating Services

NIGP Class Item:

915-23

Proposal Due Date: August 29, 2024

Proposal Due Time: 3:00 pm (Central Time in Austin, Texas)

Posting Date: July 30, 2024

NOTE: This RFP is composed of two parts: Part A: RFP Special Instructions, and Part B: General

Instructions and Contract Terms and Conditions. In the event an instruction or term in Part A conflicts with an instruction or term in Part B, the instruction or term in Part A prevails, and any addenda or amendments to either Part A or Part B control over the original versions. The RFP controls over any attachments or appendices to the RFP, including any technical specifications.

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PART A: TABLE OF CONTENTS

1.0 OVERVIEW AND BACKGROUND

1.1 Background

1.2 Agency Purpose

2.0 SCOPE OF SERVICES

3.0 TERM OF CONTRACT

3.1 Initial Term

3.2 Contracted Authority

4.0 RFP SCHEDULE AND SUBMISSION REQUIREMENTS

4.1 Schedule of Events

4.2 Revisions to Schedule

4.3 Point of Contact

4.4 Proposal Requirements for Submission

4.5 HUB Statement

5.0 EVALUATION OF PROPOSALS

5.1 Evaluation Criteria

6.0 SUBMITTING THE PROPOSAL TO CPRIT

6.1 Reservation of Rights

7.0 AWARD AND PAYMENT PROCESS

7.1 Adding New Services to the Contract after Award

7.2 Payment Terms

7.3 Responsibility of Respondents

8.0 TERMS AND CONDITIONS

8.1 Termination of Contract - Convenience

8.2 Default Notification

8.3 Conflict Between Terms and Conditions

8.4 Changes in Services

8.5 Independent Contractor

8.6 Proprietary or Confidential Information

8.7 Public Disclosure

8.8 Vendor Performance

8.9 Non-Performance, Abandonment or Default

8.10 Infringements

1.0 OVERVIEW AND BACKGROUND

1.1 Background

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In November 2007, Texas voters approved a constitutional amendment which created the Cancer

Prevention and Research Institute of Texas (CPRIT) and provided the initial $3 billion in general obligation bond funding for the Institute. On November 5, 2019, Texas voters overwhelmingly approved a constitutional amendment to continue CPRIT’s work and invest an additional $3 billion for finding and funding the best cancer research and prevention opportunities in the state. CPRIT is now a $6 billion initiative – the largest state research investment in the history of the United States and the second largest cancer research and prevention program in the world.

As Texas’ fight against cancer escalates exponentially, CPRIT’s work remains true to our three-part mission established by the Texas Legislature:

1. Invest in the research prowess of Texas universities and research organizations;

2. Create and expand life science infrastructure across the state; and

3. Expedite innovation in research and enhance the potential of breakthroughs in prevention and cures.

1.2 Agency Purpose

CPRIT is the state agency mandated to (1) create and expedite innovation in the area of cancer research, thereby enhancing the potential for a medical or scientific breakthrough in the prevention of cancer and cures for cancer; (2) attract, create, or expand research capabilities of public or private institutions of higher education and other public or private entities that will promote a substantial increase in cancer research and in the creation of high-quality new jobs in this state; and (3) develop and implement the

Texas Cancer Plan.

CPRIT is governed by an Oversight Committee consisting of nine members who are appointed by the

Governor, Lieutenant Governor and Speaker of the House. Under the guidance of its governing body, the

Oversight Committee, CPRIT maintains the highest integrity and dedication to the mission of finding cures and treatments for cancer. CPRIT’s investments position Texas as a world-class leader in cancer research and prevention and connect universities, researchers, physicians, companies, hospitals, and clinics across Texas to form a critical ecosystem of distinguished cancer-fighting talent. CPRIT is proud to be a part of this connectivity. Projects CPRIT funds create high quality jobs, support critical lab infrastructure assets, and help thousands of cancer patients extend their lives.

Additional information regarding CPRIT can be found on the agency's web site at www.cprit.texas.gov.

2.0 SCOPE OF SERVICES

CPRIT is seeking to establish a contract with a conference meeting planner that has at least 10 years of experience planning and coordinating scientific or medical conferences with an anticipated attendance of

700-800 people. The meeting planner must also have at least 10 years of experience working with multiple hotel and convention center meeting venues throughout Texas where scientific or medical conferences can be accommodated. Experience arranging the logistics to display scientific posters to maximize the use of floor space is preferred.

The conference format will include approximately 12-14 hours of programming spread over one and a half (1.5) to two (2) days plus an awards dinner the evening before the first day of the conference. The http://www.cprit.state.tx.us/texascancerplan/index.html http://www.cprit.texas.gov/

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The preferable timeframe for holding a conference is late February through July 2026, September through

October 2026, or September through October 2027, depending on venue availability at a location that can accommodate a scientific conference with poster sessions in a city in Texas. CPRIT would like to reduce the need for the large amount of space to display approximately 400-450 posters and would like the

Respondent to address alternatives to the large dual-sided standing poster board displays used in previous conferences.

Upon contract award, the Vendor must be prepared to meet with CPRIT regularly through remote meetings during all phases outlined in this scope of services. Respondents must address the timeline provided below in their response.

Respondents must incorporate conference décor and electronic sign costs in the proposal. Respondents will be responsible for developing a plan for, ordering, arranging delivery of, and setting up staging, décor, as well as printed and electronic signage for the conference. Projected décor specifications are detailed in Attachment C.

CPRIT develops and maintains the conference website with integrated online registration. All conference registration payments will be processed through Texas.gov. CPRIT will manage the conference registration account.

Additional information about the 2023 Conference can be found at www.texascancerconference.org.

A. PRE-CONFERENCE PLANNING RESPONSIBILITES AND DELIVERABLES

In the early planning phase upon contract award, the Vendor is expected to:

1. Assist with the development of a Request for Proposal (RFP) for a conference venue in a city in

Texas, scheduled in the timeframes indicated above with suggestions to reduce space needs for the scientific poster sessions by using display devices that are more compact than the traditional poster boards;

2. Assist with the selection of a venue and negotiation of a final contract with CPRIT’s selected conference venue;

3. Assist with the negotiation of other conference-related contracts for audiovisual services

(including lighting, video recording, etc), food and beverage services, security, and a hotel room block if these are not included in the venue proposal;

4. Assist with estimating total conference costs and developing registration levels for different types of attendees;

5. Assist with the development of a tentative conference planning timeline based on the targeted conference dates with finalization once the conference venue is secured; and

6. Assist with developing conference sponsorship levels as well as outreach to and follow up with potential sponsors.

In the later pre-conference phase, the Vendor is expected to:

1. Assist CPRIT with finalizing the conference program once the conference venue is secured and invited speakers are confirmed;

http://www.texascancerconference.org/

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2. Inspect the conference venue with CPRIT Staff to evaluate space and set-up requirements for meeting rooms, meal and refreshment break areas, and conference offices based on the anticipated program schedule;

3. Develop plan for conference signage and décor needs and make provision to provide these services based on the plan for the conference;

4. Brief speakers about state travel guidelines for reimbursement of travel costs;

5. Make hotel reservations for speakers;

6. Monitor hotel room block reservations for conference attendees;

7. Schedule meetings, as necessary, with speakers, including panel session moderators and panelists, to coordinate session content/discussion, order of panelists and audiovisual equipment needs;

8. Work with the local convention and visitor’s bureau to identify available hotels for overflow guest rooms as necessary;

9. Register invited speakers and other VIPs for the conference;

10. Assist CPRIT with meal and refreshment break arrangements including food and beverage menu selection;

11. Assist CPRIT with determining the audiovisual and information technology requirements for each meeting room and Wi-Fi availability (if necessary) in the venue;

12. Follow up with speakers to submit PowerPoint presentations and any other presentation materials by an established deadline for each session prior to conference;

13. Develop a staffing plan for the onsite conference registration and check-in process, meeting room monitors and timekeepers;

14. Coordinate and provide a conference meeting book and in-person briefing for CPRIT staff present at the conference;

15. Oversee the setup of signage and décor for the conference;

16. Develop a plan for conference badges to identify speakers, general attendees, VIPs including

Oversight Committee members, CPRIT grantees, and CPRIT staff;

17. Recommend and prepare conference materials, including items such as conference tote bags, handouts, etc.; and

18. Confirm sponsor participation and finalize arrangements for sponsor exhibit space.

B. CONFERENCE RESPONSIBILITES

During the conference, the Vendor is responsible for:

1. Providing staff and managing conference registration check-in logistics including onsite registration, new badge creation, and distribution of badges/conference materials to attendees, invited speakers, and VIPs;

2. Providing staff to monitor meeting rooms and to act as timekeepers during sessions;

3. Arranging and coordinating speaker transportation needs as necessary;

4. Acting as the primary liaison with the venue staff and contractors to address issues and problems that arise, in consultation with CPRIT staff as necessary;

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5. Verifying conference meals and break refreshments are set up on time and as ordered including ensuring beverages like coffee and tea are refreshed as items run out;

6. Confirming housekeeping or re-arrangement, as necessary, of conference meeting rooms;

7. Confirming audiovisual and computer equipment is set up in the meeting rooms on schedule and working properly; and

8. Confirming sponsor exhibit space is arranged according to requirements for each sponsor.

C. POST-CONFERENCE RESPONSIBILITIES

After the conference, the Vendor is expected to:

1. Review event invoices with CPRIT to verify accuracy of services delivered;

2. Follow up with speakers about outstanding travel receipts or conference presentations, as necessary;

3. Follow up with venue and/or other vendors to ensure all conference deliverables are submitted to

CPRIT;

4. Assist CPRIT with summarizing conference evaluation surveys; and

5. Provide a report summarizing the conference preparation, attendance, sponsorship, and logistics with recommendations for any improvements as warranted.

Term of Initial Contract: Date of Award – August 31, 2026

3.0 TERM OF CONTRACT

3.1 Initial Term

The Contract shall commence upon the issuance of a Notice of Award by CPRIT and will automatically expire on August 31, 2026.

The Contract may be extended as needed. Each extension may not exceed six (6) months.

Upon the mutual agreement of both parties, the contract may be renewed for the corresponding period when the next conference is held.

Price adjustments, other than for additional services requested by CPRIT, may only occur at time of renewal. CPRIT will provide the opportunity for a price adjustment upon the contract renewal for the next conference.

CPRIT reserves the right to accept, deny or negotiate all submitted price adjustments.

CPRIT reserves the right to award more than one contract and reserves the right to not make an award.

3.2 Contracted Authority

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The Vendor shall have no authority to act for or on behalf of CPRIT or the State of Texas except as expressly provided for in the awarded contract; no other power or use is granted or implied. The Vendor may not incur any debts, obligations, expenses or liabilities of any kind on behalf of CPRIT or the State of Texas.

The complete contract governing the procurement, will consist of the provisions in this RFP, including any attachments and appendices, the Respondent’s proposal, and the notice of award, including any addenda issued by CPRIT. The provisions of this RFP and those of the notice of award shall control in the case of any conflict with any of the provisions in the Respondent’s proposal, except as otherwise noted in the notice of award. Respondents must provide, with their proposal, any proposed agreements they intend to be part of the contract award. CPRIT may agree to, amend, or reject all or any part of such agreements if doing so would be in the State’s and CPRIT’s best interest.

CPRIT WILL NOT SIGN FORM CONTRACTS. CPRIT WILL NOT BE BOUND BY

ANY VENDOR LIMITATION OF LIABILITY.

4.0 RFP SCHEDULE AND SUBMISSION REQUIREMENTS

4.1 Schedule of Events: The following is the timetable for the procurement process:

Event Date_________________

ESBD Posting Date July 30, 2024

Deadline for Submitting Questions August 5, 2024

Official Response to Questions August 9, 2024, or as soon thereafter as possible

Official response to questions will be posted on the Electronic State Business Daily (ESBD).

Proposal Response Due Date/Time: August 29, 2024, 3:00 pm Central Time

4.2 Revisions to the Schedule

CPRIT reserves the right to revise this schedule or any portion of this RFP through a published addendum on the ESBD. It is the responsibility of interested parties to periodically check the ESBD for updates prior to submitting a proposal. Respondents’ failure to periodically check the ESBD will in no way release the selected vendor from the requirements of “addenda or additional information” nor will any resulting additional costs to meet requirements be allowed after award.

ESBD website: http://www.txsmartbuy.com/esbd

4.3 Point of Contact

http://www.txsmartbuy.com/esbd

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Respondents shall direct all inquiries and communications regarding this RFP to the CPRIT staff listed below:

Donald Brandy

Contract Specialist

Phone: (512) 621-9583

Email: dbrandy@cprit.texas.gov

Respondents shall make no contact with other CPRIT personnel regarding this RFP, except as permitted by the CPRIT staff listed as Point of Contact.

Failure to comply with this requirement may result in disqualification of Respondent’s proposal.

4.4 Proposal Requirements for Submission

Listed below is a summary of all information to be included in a proposal submitted in response to this

RFP. CPRIT reserves the right, in its sole judgment and discretion, to waive minor technicalities and errors in the best interest of the state:

A. Execution of Proposal – Attachment A

Respondent’s signature is required to acknowledge that they can meet all requirements as stated. Failure to sign and submit this form with proposal may disqualify the proposal.

B. Transmittal Letter

The transmittal letter must contain a brief summary of the qualifications of the Team Lead and other Key

Personnel who will provide services under the contract. It must contain the proposed method and the approach to achieving the required services. It must contain the Respondent’s point of contact information. It must state if any exceptions are being taken and that the proposal will remain in effect for

120 days after the response deadline.

C. Contract Pricing

Respondents must provide a total contract amount through August 31, 2026. The submitted pricing must be based on the requirements and deliverables as listed in the Scope of Services and Attachment C.

CPRIT reserves the right to negotiate all pricing prior to the award of the contract.

D. HUB Subcontracting Plan

Respondents, including Texas Certified HUBs, must complete, sign, and submit a HUB Subcontracting

Plan (HSP) with the Proposal. CPRIT expects the resulting contract will exceed $100,000 during the life of the contract, and in accordance with Texas Gov’t Code Chapter 2161, submission of the HUB

Subcontracting Plan (HSP) is mandatory. The HSP may be downloaded from the following website:

https://comptroller.texas.gov/purchasing/vendor/hub/forms.php.

E. Proprietary Information

If any material in the proposal is marked to be considered as proprietary information, include a separate page that indicates the proposal section(s) and page(s) so marked.

F. Assumptions and Exceptions

Respondents shall clearly state any assumptions made in their proposal. Respondents shall also identify any exceptions taken to specific provisions of this RFP, noting the specific RFP section number. If there mailto:dbrandy@cprit.texas.gov https://comptroller.texas.gov/purchasing/vendor/hub/forms.php

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On company letterhead, the respondent shall identify exceptions using the following format:

Section Section Title Exception Proposed Language

The RFP consists of the following attachments and requirements:

1. The RFP Special Instructions (Part A)

2. The Execution of Proposal (Attachment A, Respondents must sign and return with proposal)

3. Transmittal Letter. Respondents must include one with their proposal

4. The General Instructions & Contract Terms and Conditions (Part B, Attachment B)

5. Scientific Conference Décor Requirements (Attachment C)

4.5 HUB Statement

It is the policy of CPRIT to promote and encourage contracting and subcontracting opportunities for State of Texas certified Historically Underutilized Businesses (HUBs) in all contracts in compliance with Texas

Government Code, Chapter 2161. Respondents are encouraged to become HUB certified. State of Texas

HUB applications may be found at: https://www.comptroller.texas.gov/purchasing/vendor/hub.

Definitions for State of Texas HUB certifiable businesses can be found in Texas Administrative Code

Title 34 Part 1, Subchapter B, §20.12, and under the previously provided website.

CPRIT has determined that subcontracting opportunities may exist under this RFP, and the contract will not exceed $100,000. In accordance with Texas Gov’t Code Chapter 2161, subcontracting with Texas certified HUBs is encouraged but not mandatory. Therefore, submission of the HUB Subcontracting Plan

(HSP) is mandatory.

A. The Good Faith Effort – Involves sending written notification of subcontracting opportunities to at least three (3) Texas certified HUBs per subcontracting area. Unless otherwise specified, the prime contractor must allow HUBs seven (7) working days from their receipt of notice to respond.

B. HUB Subcontracting Plan (HSP) – The Historically Underutilized Business (HUB) Subcontracting

Plan (HSP) required by Chapter 2161 of the Texas Government Code (TGC) and by Title 34, Chapter

20, Subchapter B, §20.11- §20.28 of the Texas Administrative Code (TAC).

C. Historically Underutilized Business (HUB) – A business that is certified with the Comptroller of

Public Accounts by meeting the following requirements: 51% owned by an (a) Asian Pacific

American, Black American, Hispanic American, Native American, Woman, or Disabled Veteran; is an entity with its principal place of business in Texas; and has an owner residing in Texas with a proportionate interest that actively participates in the control, operations and management of the entity’s affairs.

5.0 EVALUATION OF PROPOSALS

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CPRIT reserves the right to award contracts without any negotiations and reserves the right to not make an award. Respondents are encouraged to provide their best response to the scope of services contained in the solicitation. Based upon CPRIT's evaluation of the responses to this RFP, CPRIT will determine if there is a need to request a Best and Final Offer (BAFO).

A request for a BAFO will be at the sole discretion of CPRIT and will be requested in writing from the

Respondents determined to be within the competitive range.

5.1 Evaluation Criteria

The award will be made to the Respondent whose offer provides the best value for the state and is in the state’s best interest as defined in §2155.074, Gov't Code.

The following criteria will be used to evaluate all proposals and determine the best value:

1. The qualifications, conference planning capabilities and experience of the Team Lead and the staff who will have responsibility for managing most aspects of the conference planning and coordinating services in accordance with the scope of services.

2. The submitted pricing to provide the services. Respondents must provide a total contract amount. The total contract amount may be adjusted in accordance with paragraph 3.1.

3. As required in the Transmittal Letter, a brief summary of the proposed method and approach to achieving the scope of services.

4. References, past history, and other relevant factors as determined by CPRIT. Respondents must have a demonstrated track record of timely performance, quality, and integrity, as evidenced by a list of client references. Respondents may include a description of providing services for other governmental agencies.

Client references should include contact information, including email addresses.

To ensure the relative importance of each criteria, responses will be evaluated by the following percentage:

1 Qualifications, Planning Capabilities and Experience of the Respondent and Staff 30%

2 The Submitted Pricing to Provide the Services 40%

3 The Proposed Method and Approach to Achieving the Scope of Services 20%

4 References, Past History, and other Relevant Factors as Determined by CPRIT 10%

Total 100%

CPRIT reserves the right to conduct studies and other investigations as necessary to evaluate any proposal. CPRIT reserves the right to waive any minor or immaterial response requirements noted in the submission process. Submission of proposals confers no legal rights upon any respondent.

Preference may be given to, or relevant factors may be considered for a Respondent’s economic impact to the state or a subdivision of the state, including potential tax revenue and employment, the effect of a purchase on agency productivity and the cost of any employee training associated with the purchase.

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CPRIT will determine whether negotiations or BAFOs are necessary and may invite selected Respondents to provide in-person presentations of their proposals.

Respondents should be aware that sealed proposals and information regarding sealed proposals cannot and will not be disclosed to Respondents or the general public prior to award of the contract.

All Respondents will be notified by email when an award has been made.

6.0 SUBMITTING THE PROPOSAL TO CPRIT

Proposals must include all required information described in this RFP. Failure to provide the required information with the proposal may disqualify the proposal from consideration for award.

Proposals may be submitted by hard copy or email.

By Hard Copy Submission: The Proposal must be labeled and titled “RFP 542-24-003 Conference

Planning and Coordinating Services.” Respondents must submit one (1) original and two (2) hard copies of proposal.

The Proposal may be delivered personally by respondents or be delivered by a courier delivery company.

Please do not use USPS for the delivery of proposals.

Physical Address

Cancer Prevention and Research Institute of Texas

Attn: Bid Services

1701 Congress Ave, Suite 6-127

Austin, Texas 78701 (William B. Travis Building)

By Electronic Submission (email): The email subject line must contain the RFP number and title.

Respondents are solely responsible for ensuring their electronic bid is sent to and received by CPRIT by the due date and time.

Email Address: ebids@cprit.texas.gov

It is recommended to begin the process well in advance of 3:00 pm Central Time and to limit attachment size to 15 MB. This may result in sending multiple emails for submission of all proposal requirements.

All documents must be submitted in Microsoft Office and Adobe Acrobat formats.

Respondents will receive an autoreply confirming receipt of the proposal.

A request to withdraw any proposal must be made in writing.

The email receipt date and time stamp is final. CPRIT is not liable for any technical difficulties encountered with electronic submission.

6.1 Reservations of Rights

The rights of CPRIT include, but are not limited to:

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1. Rejection of any and all proposals received.

2. Cancellation of the RFP at its sole discretion.

3. Suspension of the procurement process.

4. Request Respondents to clarify their proposal and/or submit additional information pertaining to the proposal, including issuance of RFP addenda.

This RFP does not commit CPRIT to make an award, nor does it obligate it to pay any costs incurred by

Respondents in the preparation and submission of proposals in anticipation of a contract.

Should an award be made, a Notice of Award will be issued. This award will be contingent upon the funding by the Legislature being available in each subsequent fiscal year.

7.0 AWARD AND PAYMENT PROCESS

CPRIT shall award a contract to the respondent whose proposal is considered the best value to the state, as defined in §2155.074, Gov’t Code.

A Notice of Award will be issued to the selected respondent in response to this RFP.

CPRIT reserves the right to award multiple contracts from this solicitation, and to not make an award.

The Vendor agrees not to provide services until issuance of the Notice of Award from CPRIT.

The Vendor agrees to notify CPRIT in writing of internal changes of key personnel assigned to the contract. The Vendor must notify CPRIT within ten (10) days of changes involving key personnel.

All Respondents will be notified by email when an award has been made.

7.1 Adding New Services to the Contract after Award: Following the contract award, additional services of the same general category that could have been encompassed in the award of this contract, and that are not already included in the contract, may be added. A formal written request may be sent to the selected Vendor to provide a proposal on the additional services and shall submit a proposal to CPRIT as instructed. Pricing for additional services may not exceed 25% of the total contract amount. All prices are subject to negotiation with a BAFO. CPRIT may accept or reject any or all proposals and may issue a separate RFP for the services after rejecting some or all of the proposals. The services covered under this provision shall conform to the specifications and requirements as outlined in the request. A Notice of

Contract Amendment will be issued to document agreements after award.

7.2 Payment Terms: The parties shall comply with Chapter 2251, Texas Government Code, in invoicing and making payments. Payment for goods and services is due thirty (30) days after the goods are provided, the services are rendered, or a correct invoice is received, whichever is later. Payment under the contract shall not foreclose the right to recover wrongful payments.

Invoices must be timely and accurate. Each invoice must include the contract number (RFP number) and include any written changes that may apply, as it relates to services, prices and quantities.

Invoices must include other pertinent itemized information for verification of receipt of services by

CPRIT and be submitted to invoices@cprit.texas.gov.

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7.3 Responsibility of Respondents: Respondents are solely responsible for thoroughly understanding the RFP and all requirements. Any questions concerning this RFP should be directed to the Point of

Contact. Respondents are solely responsible for their proposal and all documentation submitted.

Emailed proposals received after the due date and time (August 29, 2024, 3:00 pm CT) will be considered late and will not be evaluated or considered for the award. Hard copy proposals received after the due date and time will be returned to the Respondent unopened.

8.0 TERMS AND CONDITIONS

8.1 Termination of Contract – Convenience: In addition to the termination provisions contained in the attached Part B, general instructions and terms and conditions applicable to all procurements, this contract may be canceled by CPRIT upon written notice, provided such notice specifies an effective date for cancellation of not less than sixty (60) calendar days from the date such notice is received. Upon any such termination, all files will remain the property of CPRIT, and if requested by CPRIT, will be delivered at no cost to CPRIT or its designated recipient no later than the effective date of cancellation.

8.2 Default Notification: If Awarded Vendor cannot begin services on the agreed date and time, the

Vendor shall give immediate written notice to CPRIT, and specify the date and time upon which the services will be provided. The Awarded Vendor must keep CPRIT informed at all times of implementation status. Failure to begin services on the agreed date and time, or failure to meet specifications authorizes CPRIT to purchase services elsewhere and charge full increase in costs, if any, to the defaulting vendor.

8.3 Conflict Between Terms and Conditions: In the event of a conflict between the terms and conditions of the Awarded Vendor’s standard form documents and the detailed specifications, CPRIT’s detailed specifications of this RFP shall govern.

8.4 Changes in Service: It is understood and agreed by the parties hereto that changes in local, state, and federal rules, regulations or laws applicable hereto may occur. The Awarded Vendor expressly agrees to comply with all applicable federal, state and local laws.

8.5 Independent Contractor: The Awarded Vendor is and shall remain an independent contractor in relationship to CPRIT. CPRIT shall not be responsible for withholding taxes from payments made under any contract resulting from this RFP. The Vendor shall have no claim against CPRIT for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

8.6 Proprietary or Confidential Information: The Awarded Vendor will not disclose any information to which it is privy under this contract without the prior consent of CPRIT. The Vendor will indemnify and hold harmless the State of Texas, its officers and employees, and CPRIT its officers and employees for any claims or damages that arise from the disclosure by the vendor, or its contractors of information held by the State of Texas.

8.7 Public Disclosure: No public disclosures or news releases pertaining to this contract shall be made without prior written approval of CPRIT.

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8.8 Vendor Performance: Vendor performance shall be conducted for each awarded contract and reported through the CPA Vendor Performance Tracking System as described in 34 Texas Administrative

Code §20.108 (b). State agencies must report a vendor’s performance on any purchase over $25,000 from contracts administered by the CPA or any other purchase made through an agency's delegated authority or a purchase made pursuant to the authority in Government Code, Title 10, Subtitle D or a purchase exemption from CPA/SPD procurement rules and procedures. CPA may conduct reference checks with other entities regarding past performance. In addition to evaluating performance through the Vendor

Performance Tracking System (as authorized by 34 Texas Administrative Code §20.108), CPA may examine other sources of vendor performance including, but not limited to, notices of termination, cure notices, assessments of liquidated damages, litigation, audit reports, and non-renewals of contracts. Any such investigations will be at the sole discretion of CPA, and any negative findings, as determined by CPA, may result in non-award to a Respondent.

Past Performance: A Respondent’s past performance will be measured based on letter grades from A - F, in compliance with applicable provisions of §2155.074, 2155.075, 2156.007, 2157.003, and 2157.125, Gov't Code. Respondents may fail this selection criterion for any of the following conditions:

- A score less than C or Legacy Unsatisfactory in the Vendor Performance Tracking System,

- Currently under a Corrective Action Plan through the CPA,

- Having repeated negative Vendor Performance Reports for the same reason,

- Having purchase orders that have been canceled in the previous 12 months for non-performance (i.e. late delivery, etc.). Contractor performance information is located on the CPA web site at:

https://www.comptroller.texas.gov/purchasing/programs/vendor-performance

8.9 Non-Performance, Abandonment or Default: CPRIT will monitor the performance of this contract. All services and deliverables under this contract must be provided at an acceptable quality level and in a manner consistent with acceptable industry customs and practice. Default in promised delivery

(without accepted reasons), service date or failure to meet specifications, authorizes CPRIT to purchase goods or services elsewhere and charge the full increase, if any, in cost and handling to defaulting

Vendor. If the Vendor defaults on the contract, CPRIT reserves the right to cancel the contract without notice and either re-solicit or re-award the contract to the next best responsive and responsible

Respondent. The defaulting Vendor will not be considered in the re-solicitation and may not be considered in future solicitations for the same type of work unless the specification or scope of work is significantly changed. The period of suspension will be determined by the agency based on the seriousness of the default.

8.10 Infringements: Vendor shall indemnify and hold harmless the State of Texas and Customers, and/or their employees, agents, representatives, contractors, assignees, and/or designees from any third-party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the performances or actions of vendor pursuant to this contract. Vendor and the customer agree to furnish timely written notice to each other of any such claim. Vendor shall be liable to pay all costs of defense including attorneys’ fees. The defense shall be coordinated by vendor with the office of the Attorney General when Texas State Agencies are named defendants in any lawsuit and vendor may not agree to any settlement without first obtaining the concurrence from the Office of the Attorney General.

Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modifications made to the product without Vendor’s written approval, (iii) any modifications made to the product by the Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the product or service by

Customer that is not in conformity with the terms of any applicable license agreement.

https://www.comptroller.texas.gov/purchasing/programs/vendor-performance

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If Vendor becomes aware of any actual or potential claim, or Customer provides vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at

Vendor’s sole option and expense (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that the Customer’s use is non-infringing.