ESBD_372569_1723737711537_IFB 302-25-EDS25.pdf

Submit Responses via email to:

scott.rickstrew@oag.texas.gov

With the subject line: (Bidder's Name) Response to IFB 302-24-EDS25

General Instruction: When responding to this Invitation for Bid (IFB), Vendors should submit this Invitation for Bid on or before the return. Pricing must remain good for 30 days. All charges related to the equipment delivery must be provided on this form. For any questions, contact the procurement point of contact listed above. NOTE: (I) late responses will not be considered, (2) award(s) will be made in the best interest of the State, and (3) bidders must specify if bidding for all or part of the services. The OAG has the right to cancel this solicitation at the discretion of the agency. •

OFFICE OF THE ATTORNEY GENERAL

INVITATION FOR BID

This Invitation for Bid must be received on or before the return date and time specified below.

RESPONDING BIDDER: (To be completed by Bidder)

Name:

Address:

City, State, Zip:

Phone/Fax Number:

E-mail Address:

Texas Vendor ID Number (TINS):

Employer Identification Number:

(EIN/Federal Tax Identification Number)

OAG Sole Point of Contact:

Scott Rickstrew, CTCD, CTCM Office of the Attorney General

Procurement Division PO Box 12548

Austin, TX 78711-2548

(512) 936-2874

Reference No.: 302-25-EDS25 NIGP Class: 920/30

Posting date: August 14, 2024 Return by: August 23, 2024, 11:00 AM CST

The bidder's authorized agent must sign below. By signing this document, the bidder acknowledges that all information contained in the document is true and correct and that bidder agrees to comply with all terms and conditions. Failure to sign will disqualify the Bid.

X Title Date mailto:scott.rickstrew@oag.texas.gov

1. Overview

The Office of the Attorney General (OAG) requires supplemental electronic discovery services to enhance support for discovery, litigation, trial, and general legal environment. Individual project requirements will vary. The Successful Bidder may be required to manage documents, including Electronically Stored Information (ESI), and must maintain documentation of all actions taken with OAG materials, whether paper or ESI, to establish the foundation of chain of custody.

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. Scope of Services

a. Technical Requirements The Successful Bidder may review and analyze documents, including ESL Reviewing and analyzing include: data mining, data filtering, indexing, concept clustering, de-duplication, processing using analytical tools, and other services which may be required.

The Successful Bidder shall be responsible for managing the timely completion of all projects to include any training and supervision of necessary staff. The Successful Bidder shall also provide all necessary labor, supplies and equipment needed.

The Successful Bidder must be prepared to provide the following services as required by the project:

1. determine a time limit for the completion of the project,

2. reproduce a quality image equal to the documents provided (or 100% for imaging;

80-95% OCR accuracy),

3. prepare documents consisting of standard paper sizes (8.5" x 14" or 8.5" x 11" or smaller keeping parent/child relationships intact for scanning, apply OCR to the images and code documents as required by the OAG or its designee),

4. reduce any oversized documents to a maximum 11" x 17" prior to imaging,

5. store imaged documents on a portable media, i.e., CD, DVD, or external hard drive,

6. code all documents, if requested, for Summations identifying one (1) to fifteen

(15) information fields from the documents,

7. produce and code scanned documents to be fully compatible with industry recognized standards as defined as part of the EDRM model or another recognized format if so requested,

8. De-Duplicate as directed, using industry-standard algorithms (including MD5 HASH), if so requested,

9. provide single-page tiffs and matching OCR file when creating standard (DAT & OPT type) load files. (See Exhibit 2 for load file example),

10. provide multi-page tiffs with OCR, or searchable PDF format documents when request to only scan documents,

11. convert native ESI into a loadable format,

12. convert load files into multiple standard loadable formats,

13. provide the results of a privilege search separate from the non-privileged search results, if requested,

14. run key word/term searches including but not limited to Boolean or fuzzy logic, as requested,

15. convert electronic files to requested format, i.e., typically TIFFs, PDFs or JPG,

16. load documents without Bates numbering by applying a unique Doc ID that is only identified in metadata and not applied to the image, if so requested,

17. apply electronic numbering (Bates) and/or user identified labels to electronic files, if so requested, •

18. extract text and metadata, if so requested,

19. insert informative placeholders for files which cannot be processed or are empty/unusable files,

20. detect/OCR scan of image-only files,

21. auto-populate coded document information from metadata,

22. auto-populate inventory and source information,

23. manually process agreed-upon file types,

24. perform quality control by humans,

25. process password protected documents, and

26. apply redactions indicated when production sets are created.

b. Miscellaneous Requirements

The Successful Bidder will primarily pick up documents, including ESI, from the OAG facility located in Austin, Texas.

The Successful Bidder shall, on occasion, be required to provide on-site services throughout the State of Texas; however, the OAG may also require services outside of Texas. The OAG Contract Manager will coordinate delivery of documents or other forms of ESI, with the Bidder.

Bidders are to provide a detailed description of the services Bided and methods for processing documents including ESI.

Bidders shall also provide a list of all software used for ESI processing. Bids shall indicate whether software is proprietary to their organization. In addition, Bidder shall provide, upon demand, evidence that Bidder possesses and/or maintains valid licenses for all copies of the software used in producing services described in the RFO and shall possess and/or maintain any such license through the duration of any resulting contract or purchase order resulting from this RFO.

In addition, the Successful Bidder shall:

1. provide for strict document or electronic media inventory, box check-in and check-out procedures and detailed project tracking. All documents or media provided by the OAG or its designee shall contain a basic inventory prepared by OAG or its designee,

2. return any and all documents and equipment provided, including any damaged documents pursuant to the instructions of the OAG. All documents are to be returned in the same manner as provided (bound and in order) by the OAG, and

3. provide a file-level inventory of all media including file size and extensions, prior to estimation quote of the project. The Successful Bidder shall provide a copy to the Contract Manager to allow for instruction regarding identification of files that should NOT be processed, e.g., database type files.

c. Processing Documents, Including ESI

The Successful Bidder shall:

1. define deadlines with regular communication as to status,

2. ensure that in the event migration from one Successful Bidder to another is necessary, the integrity of the existing coding/foldering is maintained and downtime from one Successful Bidder to another is minimized, and

3. contact the OAG immediately in the event a data size is encountered that is exponentially larger than that which was originally quoted to verify additional fees and/or change in the processing instructions prior to further action by Successful Bidder.

d. Project Assessment and Estimation

1. To initiate a Project, the OAG Contract Manager will contact the Successful

Bidder's Project Manager to discuss the scope and requirements for a Project. To determine the scope of each Project the Project Manager may inspect, sample, scan, or otherwise evaluate the source data to assess and recommend the most practical and cost-efficient approach to satisfy the OAG Contract Manager's requirements, time frames, and outputs.

2. After the initial assessment, the Project Manager will provide the OAG Contract Manager with a written description of the Project requirements (including any assumptions, limitations, and constraints), the estimated time frames for performance, and the total estimated Project costs. Each estimate will identify timing and amount of any interim or milestone payments, other than a final payment, for the completed Project. If an interim or milestone payment is requested, then the estimate will identify the increment of work completed with the interim or milestone payment.

3. No compensable work may begin until after the Successful Bidder has provided the OAG Contract Manager with an estimate and the OAG Contract Manager has provided the Successful Bidder with written approval. The Successful Bidder shall provide the assessment and estimate at no cost to the OAG.

e. Common Security Hosting/Disaster Recovery Requirements

1. When hosting, the Successful Bidder shall provide an internet connection requiring user authentication and maintain 128-bit Secure Sockets Layer (SSL) with encryption. As an alternative, the Successful Bidder may provide a VPN tunnel using IPSEC protocol between the host machine and the OAG network.

2. All people who have physical access to a server hosting OAG data must pass a background check. If the Successful Bidder opts to host OAG data at a public hosting facility, the OAG server shall reside in a physically secure locked area and only those that have passed a background check should have access to the area.

Any such servers shall reside within the contiguous United States.

3. Any time OAG data is in motion; e.g., CDs, DVDs, thumb drives, external hard drives, transmission over the Internet, encryption must be used. SSL 128-bit or AES-256 is acceptable.

4. The OAG shall be allowed to audit any security safeguards, with prior notice, to ensure compliance with OAG security policy as well as State and Federal regulations. Application, Server and Network Security is also subject to audit by OAG security personnel.

5. OAG data must not, under any circumstance, commingle with data from Successful Bidder or other customers of the Successful Bidder.

6. Bidder must provide a response to Attachment B, Business Continuity Disaster Recovery Questionnaire.

f. Optional Hosting Services Bidder may be requested to provide a hosted review system sized sufficiently to provide an off-site hosted solution functionally equivalent to estimated case needs. Prices for this service should contain fixed and variable components with all pricing based on resources actually in use. Pricing shall be submitted on the Pricing Form only. •

1. Access to the data/repositories must be provided via a secure website capable of serving fifty (50) users concurrently and a total of two hundred (200) user accounts.

2. Bidder will maintain application security functions according to OAG requests/requirements (e.g., addition/termination of individual access rights, establishment and maintenance of case/project access requirements.).

3. Bidder will provide expansion storage as required to contain future documents as specified in individual job requests.

4. The Bidder will be responsible for providing a project plan and schedule for migrating this data and security configurations from the existing systems to the new system. The OAG's preferred method for data migration is via standard application loads files electronically transferred directory to another system via secure ftp protocol. If Bidder cannot support this method, please specify all proposed alternatives.

g. Production of Documents, Including ESI

Bidder shall provide a detailed description of the services Bided in this section.

1. Successful Bidder will be expected to deliver documents, including ESI, to: the

OAG, the other parties in litigation, courts, and others. Production includes:

delivery of CDs, DVDs, external hard drives, FTPs, web-based document repositories, or other media, containing documents, including ESL Production of ESI shall be in TIFF, PDF, native, or other formats as may be requested.

2. A secure-FTP client server solution or secure client portal to upload and download documents is also acceptable. Any portal developed must be coded in a secure fashion, The OAG shall be allowed to run an OAG Web Application Security tool against it for auditing purposes. Any security exposures discovered by the tool should be fixed at no cost to the OAG. Any electronic file sharing solution shall utilize SSL 128-bit or AES-256 as an acceptable encryption method.

h. File Restoration

The OAG may require services of restoring archives from tapes or other media which has been provided to the OAG through the discovery process, without disturbing metadata-thereby minimizing the possibility of altered files and spoliation claims.

The OAG requires the ability to selectively restore upon request, individual documents, groups of documents or entire case files that have been removed from the active repository by an approved change request. The restore capability must restore the requested items to the active repository in the same state they existed at the time of removal.

Bidder must outline its capabilities in its Bid.

i. Data Decryption

The OAG may require decryption services from multiple platforms.

The OAG may request the service of decrypting of source materials for which the decryption algorithm and/or decryption keys are unknown. Bidder must provide a list of decryption protocols for which they can Bid this service and any other restrictions their tools or methods create (e.g., AES256 decryption from CD-ROM media only).

j. Deposition and Trial Services

Successful Bidder may be required to provide affidavit deposition or trial testimony to establish an unbroken chain-of-custody, to explain how information was processed or handled, and to show how confidentiality was maintained, or otherwise. Successful Bidder will provide, upon request, appropriate Bidder employees to provide deposition or trial testimony. The OAG will not pay for trial services required because of Bidder's failure to meet court-ordered requirements. Successful Bidder will pay all sanctions ordered by the court due to its failure.

I .Bidders shall provide a description of any affidavit, deposition or trial testimony the Bidder's employees have provided to establish the chain-of-custody or information regarding the handling of information. The Successful Bidder shall maintain a record sufficient to establish the chain of custody.

k. Security of Information

Successful Bidder is responsible for having policies and procedures in place to protect the security, chain-of-custody, and confidentiality of data in transit and at rest.

Because of the confidential, privileged, or otherwise sensitive nature of information handled by the OAG, the Successful Bidder (including Bidders employees and subcontractors) may be required to protect that information from disclosure. The Successful Bidder and all Successful Bidder employees assigned to a project, or with access to documents, will be required to sign a Confidentiality Agreement (See Exhibit 1 attached and incorporated herein) and any other Confidentiality Agreement which may be mandated by a court agreeing to strictly safeguard the confidentiality of any information furnished by the OAG in the course of meeting any of the performances resulting from this RFO. The OAG reserves the right to modify the Confidentiality Agreement to comply with any court order or other requirements deemed necessary by the OAG. In the case of conflicting terms or conditions, the terms and conditions in the Confidentiality Agreement shall control over any other terms and conditions.

I.Bidder shall describe its policies, procedures, physical and logical security to protect data, the chain-of-custody, and confidentiality. Descriptions of policies, procedures, physical and logical security should be placed in a separate attachment to the Bid and be marked CONFIDENTIAL - SECURITY OF INFORMATION.

I. Travel Successful Bidder may be required to travel.

1. Successful Bidder must have prior written approval from the OAG authorizing the amount of the total travel expenditures, to include meals, lodging, mileage, rental car and/or airfare and other miscellaneous expenses.

2. The OAG will provide an approved amount in writing to the Successful Bidder for reimbursement of travel and miscellaneous expenses.

3. Claims for travel reimbursement by the .Successful Bidder shall be submitted in accordance with the procedures defined below and by the submission of valid receipts.

4. Actual expenses beyond the approved expenditure will not be reimbursed by the

OAG.

5. Successful Bidder must make personal arrangements all travel.

6. The approved reimbursement rates for the Contract are outlined at the Texas

Comptroller of Public Accounts (CPA) site:

https://fmx.cpa.state.tx.us/fin/travel/travelrates.php

Miscellaneous expenses: Contracted staff of the Successful Bidder is eligible for reimbursement of miscellaneous job-related expenses only with prior written approval of the OAG Contract Manager, however under no circumstances will any such miscellaneous expenses exceed $5,000 per occurrence.

3. Procurement Schedule

Procurement Schedule ' < '' '''''; ,.;., IFB Release Date Bids Due Contract Start and End Dates

.,, ,o,';:-::-<, August 14, 2024 August 23, 2024, 11:00 am CST September 1, 2024 - August 31, 2025

4. Pricing and Evaluation of Bids

Bid pricing shall be submitted by filling out the Attachment A - Bid Pricing Table. Failure to submit a complete Bid Pricing Table will result in disqualification of the Response.

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 Terms and Conditions; and

• Bidder's Qualifications, Experience, and Past Performance

5. Sole Point of Contact

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

Scott Rickstrew, CTCD, CTCM Procurement Division Office of the Attorney General PO Box 12548 Austin, TX 78711-2548 512-936-2874 scott.rickstrew@oag.texas.gov

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

4.1 Communications with the OAG point-of-contact;

4.2 Written questions/inquiries, which will be answered at the sole discretion of the

OAG.

mailto:scott.rickstrew@oag.texas.gov

6. Award

An award will be made as a "blanket" contract whereby no quantities of services are guaranteed.

Payment will be based on actual usage. Services will be requested on an as needed basis throughout the contract period. Payment will be based upon actual services provided in accordance with the Contract Documents.

The OAG has sole discretion and the absolute right to reject any and all Bids; 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 Bids 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 response to this IFB as a means of identifying, selecting and contracting with an entity Biding the best value to the OAG.

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

7. 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.

8. Pricing Form

Please sign and fill out Attachment A - Pricing Form spreadsheet and include with your response to IFB 302-25-EDS25.

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:

LJ Goods or services produced or Bided by Texas bidders LJ Agricultural products produced or grown in Texas LJ Agricultural products and services Bided by Texas bidders LJ Goods or services Bided by Texas bidder owned by a Texas resident service-disabled veteran LJ USA produced supplies, materials, or equipment LJ Products or services of persons with mental or physical disabilities LJ Products made of recycled, re-manufactured, or environmentally sensitive materials including recycled steel LJ Energy efficient products LJ Rubberized asphalt paving material LJ Recycled motor oil and lubricants LJ Products produced at facilities located on formerly contaminated property LJ Products and services from economically depressed or blighted areas LJ Vendors that meet or exceed air quality standards LJ Recycled or reused computer equipment of other manufacturers LJ Foods of higher nutritional value

GENERAL TERMS AND CONDITIONS

(The items listed below apply to and become a part of the attached bid. Any exceptions thereto must be in writing.)

1. BIDDING REQUIREMENTS:

1.1 Bidders 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 Bidders must price per unit shown. Unit prices shall govern in the event of extension errors.

1.3 Bids should be submitted on this form. Bids must be stamped at the Office of the Attorney General (OAG) Procurement Division on or before the hour and date specified on the bid opening.

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 firm in a contract.

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

1.6 Bid prices shall be considered firm for the OAG acceptance for 30 days from bid opening date. "Discount from list" bids are not acceptable unless requested. Cash discounts are not considered in determining an award. Cash discounts Bided will be taken if earned.

1.7 Bidder should provide complete information requested on the face of this form to include the firm's full name, address, city, state, zip, phone number, fax number, and e-mail address of bidder on face of this form. Provide the TINS number which is assigned and used by the Texas Comptroller of Public Accounts of Texas to process payment for goods/services.

If this number is not known, please visit http://www.window.state.tx.us/taxinfo/taxforms/ap-152.pdf to set up a Texas Identification Number. In addition, provide the EIN. Every company must have an EIN prior to an award of a contract.

For information on obtaining your EIN, you may call 800-829-4933 or visit the following web site:

https://www.irs.gov/uac/form-ss-4-application-for-employer-identification-number-ein.

1.8 Bids cannot be altered or amended after opening time. Alterations made before opening time should be initialed by bidder or his authorized agent. 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.

1.10 The OAG reserves the right to make an award on the basis of low line item bid, low total of line items, or any other combination that will serve the best interest of the OAG, and to reject any and all bid 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 bid to best serve the interests of the OAG. Any contract may also be extended up to three months at the sole discretion of the OAG.

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

2. SPECIFICATIONS

2.1 Unless otherwise specified, items bid 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 Samples, when requested must be furnished free of expense to the OAG. If not destroyed by examination, they will be returned, on request, at bidder's request, at bidder's expense. Each sample should be marked with bidder's name and address and purchase order number.

2.4 The OAG will not be bound by any oral statement or representation contrary to the written specifications of this Formal Quote (FQ).

2.5 Manufacturer's standard warranty shall apply unless stated in the FQ.

3. DELIVERY:

3.1 Show 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 bidder to deliver in 14 calendar days. Unrealistic delivery promises may cause bid to be disregarded.

3.2 If delay is foreseen, contractor 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.

3.3 No substitutions permitted without written approval of the OAG.

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

http://www.window.state.tx.us/taxinfo/taxforms/ap-152.pdf http://www.irs.gov/uac/form-ss-4-application-for-employer-identification-number-ein

4. INSPECTION AND TEST

4.1 All goods will be subject to inspection and test by the State. Authorized state personnel shall have access to supplier's place of business for the purpose of inspecting merchandise. Tests shall be performed on samples submitted with the bid or on samples taken from regular shipment. All costs shall be borne by the vendor in the event products tested fail to meet or exceed all conditions and requirements of the specification. Goods delivered and rejected in whole or in part may, at the State's option, be returned to the vendor or held for disposition at the vendor's expense. Latent defects may result in revocation of acceptance.

5. AWARDOFCONTRACT

5.1 A response to this FQ is an Bid to contract based upon the terms, conditions, and specifications contained herein. Bids do not become contracts until they are accepted through an agency purchase order. The contract shall be governed, construed and interpreted under the laws of the State of Texas. The factors listed in Texas Government Code, Title 1O, Subtitle D, Section 2155.074, 2155.144, 2156.007, and 2157.003 shall also be considered in making an award when specified. Any legal actions must be filed in Travis County, Texas.

6. PAYMENT

6.1 Payments to Bidder shall be in compliance with Chapter 2251 of the Texas Government Code and Title 34, Chapter 20, Subchapter F of the Texas Administrative Code. Payment will be made upon submission of an invoice which shall be submitted in accordance with the specifications for this procurement. The items invoiced must be described in the same fashion as on the Attorney General's Purchase Order and must reference the Purchase Order number. Each invoice presented must include the Attorney General's Purchase Order number, serial numbers (if applicable), the delivery date, the delivery location, and the unit price for each item within a shipment (if applicable). It is the policy of the Attorney General to make payment on a properly prepared and submitted invoice within thirty (30) days of any final acceptance of performance under a procurement. The Attorney General shall not be liable for any performances rendered or obligations incurred on behalf of the Attorney General by Vendor before execution of a Purchase Order. All obligations of the OAG are subject to the availability of legislative appropriations, and federally funded procurements to the availability of federal funds applicable to this procurement. OAG will not be in default for nonpayment under this contract if such appropriated funds or federal funds are not available to the OAG for payment of OAG's obligations under this contract.

7. PATENTS, TRADEMARKS, OR COPYRIGHTS

,J,

7.1 The vendor agrees to protect the OAG from claims involving infringement of patents, trademarks or copyrights.

8. VENDOR ASSIGNEMENTS

8.1 The vendor hereby assigns to the OAG any and all claims for overcharges associated with this contract arising under the antitrust laws of the United States 15 USCA, Section 1, et seq. (1973), and the antitrust laws of the State of Texas, Texas Business and Commerce Code Ann. Sec 15.01, et seq. (1967).

9. BIDDER AFFIRMATIONS - Signing this bid with a false statement is a material breach of contract and shall void the submitted bid or any resulting contracts and the bidder shall be removed from all bid lists. By signature hereon affixed, the bidder hereby certifies that:

9.1 The bidder has not given, Bided to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the submitted bid.

9.2 Neither the bidder nor the firm, corporation, partnership, or institution represented by the bidder, or anyone acting for such firm, corporation, or institution has violated the antitrust laws of this State or the Federal Antitrust Laws (see Section 8, above), nor communicated directly or indirectly the bid made to any competitor or any other person engaged in such line of business.

9.3 Pursuant to Section 2155.004 of the Texas Government Code, the bidder has not received compensation for participation in the preparation of the specifications for this FQ.

9.4 Pursuant to Section 231.006 (d) of the Texas Family Code regarding child support, the bidder certifies that the individual or business entity named in this bid is not ineligible to receive the specified payment and acknowledges that this contract may be terminated and payment may be withheld if this certification is inaccurate.

9.5 Under Section 2155.004 of the Texas Government Code, the bidder certifies that the individual or business entity named in this bid or contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate.

9.6 VENDOR SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE STATE OF TEXAS, ITS

OFFICERS, AND EMPLOYEES, AND OAG, ITS OFFICERS, EMPLOYEES, AND CONTRACTORS, FROM

AND AGAINST ALL CLAIMS, ACTIONS, SUITS, DEMANDS, PROCEEDINGS, COSTS, DAMAGES, AND LIABILITIES, INCLUDING WITHOUT LIMITATION ATTORNEYS' FEES AND COURT COSTS, ARISING

OUT OF, CONNECTED WITH, OR RESULTING FROM ANY ACTS OR OMISSIONS OF VENDOR OR ANY

AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF VENDOR IN THE EXECUTION OR

PERFORMANCE OF ANY CONTRACT WITH VENDOR RESULTING FROM THIS FQ. VENDOR SHALL

COORDINATE ITS DEFENSE WITH THE TEXAS ATTORNEY GENERAL AS REQUESTED BY OAG. THIS

SECTION IS NOT INTENDED TO AND SHALL NOT BE CONSTRUED TO REQUIRE VENDOR TO

INDEMNIFY OR HOLD HARMLESS THE STATE OR OAG FOR ANY CLAIMS OR LIABILITIES

RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF OAG OR ITS EMPLOYEES.

9.7 VENDOR SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE OAG AND THE

STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS, VIOLATIONS,

MISAPPROPRIATIONS OR INFRINGEMENT OF ANY PATENT, TRADEMARK,

COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR

OTHER INTANGIBLE PROPERTY, PUBLICITY OR PRIVACY RIGHTS, AND/OR IN

CONNECTION WITH OR ARISING FROM: (1) THE PERFORMANCE OR ACTIONS OF

RESPONDENT PURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLE, WORK

PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER;

AND/OR (3) OAG'S AND/OR RESPONDENT'S USE OF OR ACQUISITION OF ANY

REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO AGENCY BY RESPONDENT OR

OTHERWISE TO WHICH AGENCY HAS ACCESS AS A RESULT OF RESPONDENT'S

PERFORMANCE UNDER THE CONTRACT. RESPONDENT AND AGENCY AGREE TO

FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

RESPONDENT SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING

ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY RESPONDENT WITH

THE OAG WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT

AND RESPONDENT MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST

OBTAINING THE CONCURRENCE FROM THE OAG. IN ADDITION, RESPONDENT WILL

REIMBURSE THE OAG AND THE STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS,

EXPENSES OR OTHER AMOUNTS, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS'

FEES AND COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF THE OAG DETERMINES

THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF RESPONDENT OR

IF THE OAG IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, THE

OAG WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND RESPONDENT WILL

PAY ALL REASONABLE COSTS OF THE OAG'S COUNSEL.

9.8 Bidder agrees that any payments due under this contract will be applied towards any debt, including but not limited to delinquent taxes and child support that is owed to the State of Texas.

9.9 Bidder certifies that it is in compliance with Section 669.003 of the Texas Government Code, relating to contracting with the executive head of a State agency. If Section 669.003 of the Texas Government Code applies, bidder will complete the following information in order for the bid to be evaluated:

Name of Former Executive:

Name of State Agency:

Date of Separation from State Agency:

Position with Bidder:

Date of Employment with Bidder:

9.10 Bidder agrees to comply with Section 2155.4441 of the Texas Government Code pertaining to service contract use of products produced in the State of Texas.

9.11 Pursuant to Section 2262.154 of the Texas Government Code, the state auditor may conduct an audit or investigation of the vendor or any other entity or person receiving funds from the state directly under this contract or indirectly through a subcontract under this contract. The acceptance of funds by the vendor or any other entity or person directly under this contract or indirectly through a subcontract under this contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, the vendor or other entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. Vendor will ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through the vendor and the requirement to cooperate is included in any subcontract it awards.

9.12 Bidder certifies that the bidding entity and its principals are eligible to participate in this transaction and have not been subjected to suspension, debarment, or similar ineligibility determined by any federal, state, or local governmental entity and that bidder is in compliance with the State of Texas statutes and rules relating to procurement and that bidder is not listed on the federal government's terrorism watch list as described in Executive Order 13224. Entities ineligible for federal procurement are listed at http://www.sam.gov.

9.13 Under Section 2155.006(b) of the Texas Government Code, a state agency may not accept a bid or award a contract, including a contract for which purchasing authority is delegated to a state agency, that includes proposed financial participation by a person who, during the five-year period preceding the date of the bid or award, has been: (1) convicted of violating a federal law in connection with a contract awarded by the federal government for relief, recovery, or reconstruction efforts as a result of Hurricane Rita, as defined by Section 39.459, Utilities Code, Hurricane Katrina, or any other disaster occurring after September 24, 2005; or (2) assessed a penalty in a federal civil or administrative http://www.sam.gov/ enforcement action in connection with a contract awarded by the federal government for relief, recovery, or reconstruction efforts as a result of Hurricane Rita, as defined by Section 39.459, Utilities Code, Hurricane Katrina, or any other disaster occurring after September 24, 2005. Under Section 2155.006 of the Texas Government Code, the bidder certifies that the individual or business entity named in this bid is not ineligible to receive the specified contract and acknowledges that any contract resulting from this FQ may be terminated and payment withheld if this certification is inaccurate.

9.14 Bidder represents that payment to the bidder and the bidder's receipt of appropriated or other funds under any contract resulting from this FQ are not prohibited by Section 556.005 or Section 556.008 of the Texas Government Code.

9.15 In accordance with Texas Government Code, Chapter 2252, Subchapter F, Bidder hereby represents and warrants that it is not a company identified on the lists prepared and maintained under Texas Government Code§§ 806.051 (companies with business operations in Sudan), 807.051 (companies with business operations in Iran), or 2252.153 (companies known to have contracts with or provide supplies or services to a foreign terrorist organization). Notwithstanding the foregoing, a company that the United States government affirmatively declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or to a foreign terrorist organization, is not subject to contract prohibition under this clause. A company claiming such exemption must submit the official copy of the declaration.

9.16 In accordance with Texas Government Code, Chapter 2270, Bidder hereby represents and warrants that it does not, and shall not for the duration of any resulting Contract or purchase order hereunder, boycott Israel as the term is defined under Texas Government Code, Sec. 808.001 (1).

10. NAMES AND SOCIAL SECURITY NUMBERS

10.1 Pursuant to Section 23 l.006(c) of the Texas Family Code, bid must include Names and Social Security Numbers of each person with at least 25% ownership of the business entity submitting the bid. Enter Name & Social Security Number for each person. This information must be provided prior to contract award.

Name: Social Security Number:

Name: Social Security Number:

Name: Social Security Number:

11. NOTE TO BIDDER

11.1 Any terms and conditions attached to a bid will not be considered unless specifically referred to on this bid form and may result in disqualification of the bid.

12. PROTEST PROCEDURES

12.1 Any actual or prospective bidder who is aggrieved in connection with this FQ, evaluation, or award of any contract resulting from this FQ may formally protest as provided in OAG's rules in Texas Administrative Code Title 1, Part 3, Chapter 69, Subchapter A, Rule 69.1.

13. DISPUTE RESOLUTION

13.1 The dispute resolution process provided for in Chapter 2260 of the Texas Government Code must be used by the OAG and the vendor to attempt to resolve all disputes arising under this contract.

14. NON-APPROPRIATION OF FUNDS:

14.1 The State's funds are contingent on the availability of lawful appropriations by the Texas Legislature. If the Texas Legislature fails to continue funding for the payments due under an order resulting from this FQ, the order will terminate as of the date that the funding expires, and the State will have no further obligation to make any payments.

15. TEXAS PUBLIC INFORMATION ACT:

15.1 Information, documentation, and other material in connection with this solicitation or any resulting contract may be subject to public disclosure pursuant to Chapter 552 of the Texas Government Code (the "Public Information Act"). Any part of the solicitation response that is of a confidential or proprietary nature must be clearly and prominently marked as such by the bidder.

16. CONFLICT OF INTEREST:

16.1 Under Section 2155.003 of the Texas Government Code, an OAG employee may not have an interest in, or in any manner be connected with a contract or bid for a purchase of goods or services by an agency of the state; or in any manner, including by rebate or gift, accept or receive from a person to whom a contract may be awarded, directly or indirectly, anything of value or a promise, obligation, or contract for future reward or compensation. Any individual who interacts with public purchasers in any capacity is required to adhere to the guidelines established in Section 1.2 of the State of Texas Procurement Manual which outlines the ethical standards required of public purchasers, employees, and vendors who interact with public purchasers in the conduct of state business. Entities who are interested in seeking business opportunities with the State must be mindful of these restrictions when interacting with public purchasers of OAG or purchasers of other state agencies.

17. FORCE MAJEURE:

17.1 Neither bidder nor OAG shall be liable to the other for any delay in, or failure of performance, of any requirement included in any contact resulting from this FQ caused by force majeure. The existence of such causes of delay or failure shall extend the period of performance until after the causes of delay or failure have been removed provided the non-performing party exercises all reasonable due diligence to perform. Force majeure is defined as acts of God, war, fires, explosions, hurricanes, floods, failure of transportation, or other causes that are beyond the reasonable control of either party and that by exercise of due foresight such party could not reasonably have been expected to avoid, and which, by the exercise of all reasonable due diligence, such party is unable to overcome. Each party must inform the other in writing, with proof of receipt, within three (3) business days of the existence of such force majeure, or otherwise waive this right as a defense.

18. INDEPENDENT CONTRACTOR:

18.1 Bidder or bidder's employees, representatives, agents, and any subcontractors shall serve as an independent contractor in providing the services under any contract resulting from this FQ. Bidder and bidder's employees, representatives, agents, and any subcontractors shall not be employees of OAG. Should bidder subcontract any of the services required in this FQ, bidder expressly understands and acknowledges that in entering into such subcontract(s), OAG is in no manner liable to any subcontractor(s) of bidder. In no event shall this provision relieve bidder of the responsibility for ensuring that the services rendered under all subcontracts are rendered in compliance with this FQ.

19. ELECTRONIC AND INFORMATION RESOURCES ACCESSIBILITY STANDARD

19.1 All electronic and information resource products and services developed, procured, maintained or used by a state agency, must comply with Chapter 2054, Subchapter M, Texas Government Code and the Texas Department of Information Resources administrative rules. Accordingly, Contractor represents and warrants that all Electronic Information Resources ("EIR") as that term is defined by Title 1 of Chapter 213 of the Texas Administrative Code (hereinafter "1 TAC 213") provided pursuant to this Contract, shall, at all relevant times hereunder, comply with the requirements of 1 TAC 213 and all referenced provisions therein, including Part 1194, Section 508 of the Rehabilitation Act, as well as the WCAG 2.0 Level AA Guidelines (excluding Guideline 1.2). If EIR provided pursuant to this Contract fails to conform to any of the aforementioned requirements, such failure shall be considered a material breach of this Contract by Contractor and shall entitle OAG to any remedy in law or equity otherwise available hereunder. Contractor shall, pursuant to Section 213.18 of 1 TAC 213, report current and accurate accessibility information by providing OAG a copy of their Voluntary Product Accessibility Template (VPAT) or alternatively, with prior OAG approval, a report that addresses the same accessibility criteria, in substantially the same format. Contractor further represents and warrants that for any telecommunication (as that term is defined by 1 TAC 213) equipment or services provided pursuant to this Contract, such equipment or services shall at all relevant times hereunder comply with 47 U.S.C. § 255 and 36 C.F.R § 1194.2, Appendix B, when such products are readily available or compliance is achievable.

20. CYBERSECURITY AWARENESS TRAINING

20.1 Contractor hereby certifies that all employees, agents, subcontractors, officers, and/or any other users authorized by Contractor that have access to an OAG computer system or database shall complete a cybersecurity training program certified by the Texas Department of Information Resources pursuant to Texas Government Code 2054.519 at the frequency prescribed by Texas Government Code 2054.5192(c). Contractor further certifies and agrees to maintain evidence of any such completed cybersecurity training and shall upon OAG request, furnish evidence of the completed cybersecurity training to OAG in the frequency, manner, and form prescribed by OAG.

21. BACKGROUND CHECKS

21.1 Pursuant to Texas Government Code Sections 411.127-1271, the OAG may elect to obtain criminal history information from the Texas Department of Public Safety, the Federal Bureau of Investigation, or another law enforcement agency about any person or employee of an entity that proposes to enter into a contract, or who has entered a contract, to supply goods and services to the agency. This authorization includes subcontractors and their employees. If requested, the vendor shall provide identifying data necessary to facilitate the performance of initial and periodic criminal background checks on its employees and the employees of any subcontractor. In its sole discretion, the OAG may reject the assignment or restrict the access of personnel on the basis of reported criminal history, and is prohibited by law from disclosing the results of any criminal background check to the vendor.

22. ABANDONMENT OR DEFAULT

22.1 If the contractor defaults on the contract, the OAG 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 contractor 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 significantly changed. The period of suspension will be determined by the agency based on the seriousness of the default.

23. ANTITRUST

23.1 Neither respondent nor firm, corporation, partnership, or institution represented by respondent or anyone acting for such firm, corporation, or institution has (1) violated the antitrust laws of the State of Texas under Texas Business & Commerce Code, Chapter 15, or the federal antitrust laws; or (2) communicated the contents of its proposal either directly or indirectly to any competitor or any other person engaged in the same line of business during the procurement process for this RFO.

24. APPLICABLE LAW; VENUE

24.1 This Contract shall be governed by and construed in accordance with the laws of the Sate of Texas. The venue of any suit arising under this Contract is fixed in any court of competent jurisdiction of Travis County, Texas.

25. BUY TEXAS

25.1 In accordance with Texas Government Code, Section 2155.4441, the State of…