ESBD_397358_1740062576258_SAIR-25-233 Aircraft Broker RFQ.pdf

THE TEXAS A&M UNIVERSITY SYSTEM

Office of Procurement and HUB Program

REQUEST FOR QUALIFICATIONS

AIRCRAFT BROKER SERVICES

RFQ NUMBER: RFQ01-SAIR-25-233

SUBMITTAL MUST BE RECEIVED BEFORE:

2:00 P.M. Central Time on March 18, 2025

EMAIL RFQ RESPONSES TO:

SOPROCUREMENT@TAMUS.EDU

SUBJECT LINE: SAIR-25-233 AIRCRAFT BROKER SERVICES

NOTE: Submittal must be received by The Texas A&M University System Office of Procurement and HUB Program before the date and time specified for receipt of submittal as stated within Section 2.4 of this Request for Qualifications. After the due date and time, the names of respondents will be made public.

REFER INQUIRIES TO:

Jeff Zimmermann, Executive Director

Procurement and Business Services | HUB Program The Texas A&M University System soprocurement@tamus.edu

All submittals shall become the property of the State of Texas upon receipt. Submittals may be subject to public review after contracts have been executed. Refer to Section 4G for more information regarding public information.

mailto:SOPROCUREMENT@TAMUS.EDU mailto:Soprocurement@tamus.edu

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TABLE OF CONTENTS

SECTION 1. GENERAL _________________________________________________________________ 3

SECTION 2. INSTRUCTIONS FOR RESPONDENTS _____________________________________________ 4

SECTION 3. QUALIFICATION STATEMENT __________________________________________________ 8

SECTION 4. GENERAL TERMS AND CONDITIONS ___________________________________________ 10

Exhibit A – Execution of Offer

Exhibit B – Non-Collusion Affidavit

Exhibit C – Insurance Requirements

Exhibit D – Required Contract Terms (Draft Agreement)

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SECTION 1

GENERAL

1.1 Scope

The Texas A&M University System (“A&M System”) is soliciting statements of qualifications from firms (also referred to as “RESPONDENT(S)” or “BROKER”) regarding their experience and qualifications to provide broker services for the purchase of aircrafts on an as needed basis.

By submitting a response, each RESPONDENT certifies that it understands this Request for Qualifications (“RFQ”) and has full knowledge of the scope, nature, quality, services to be provided, and the conditions under which the services are to be performed.

1.2 About the A&M System

The Texas A&M University System is one of the largest systems of higher education in the nation, with a budget of $7.3 billion. Through a statewide network of 11 universities, a comprehensive health science center, eight state agencies, Texas A&M-Fort Worth and Texas A&M-RELLIS, the Texas A&M System educates more than 157,000 students and makes more than 21 million additional educational contacts through service and outreach programs each year. System-wide, research and development expenditures exceed $1.5 billion and help drive the state’s economy. More information about the Texas A&M University System and all of its members can be found at http://www.tamus.edu/about/.

1.3 Priorities/Expectations

(a) Ensuring a Quality Level of Service. This priority encompasses the quality of the level of service that can be provided to A&M System in a timely, cost effective manner. A&M System is seeking a RESPONDENT that will ensure the provision of such quality in its delivery of service through proven techniques and established practices.

(b) Level of Experience and Expertise. RESPONDENT must demonstrate its capabilities in providing the utmost level of experience and expertise to ensure a successful provision of services as determined by A&M System.

(c) Delivery Efficiency. RESPONDENT must demonstrate its ability to deliver the required services in a timely manner while not sacrificing the quality required by A&M System.

1.4 Performance Period

Should A&M System, in its sole discretion, enter into an agreement with the successful Respondent as a result of this RFQ, the resultant agreement shall be effective upon execution for a period of two

(2) years.

The resultant agreement may be extended for up to an additional two (2) two-year terms, if requested by the A&M System and providing all parties mutually agree in writing on the extension. Any renewals shall be at the same terms and conditions plus any approved changes to be determined by the A&M System and negotiated in writing with the successful Respondent. The A&M System reserves the right to amend the terms of the resultant agreement as necessary to meet state or federal requirements.

http://www.tamus.edu/about/

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SECTION 2

INSTRUCTION FOR RESPONDENTS

2.1 General Information

The A&M System is soliciting statements of qualifications (“Qualification Statements”) from qualified RESPONDENTS who have significant experience in providing aircraft broker services. These basic services are outlined in the Scope of Services (Section 3). The RESPONDENT selected shall have an excellent track record for providing these services and shall agree to provide these services to A&M System with a top priority commitment.

This RFQ outlines requirements as specified in Section 3. Submittals are to be in accordance with the requirements and terms contained herein, are to remain in effect a minimum of 120 days from the date of submission, and may be subject to further extensions as negotiated. A statement to this effect should be contained in the RESPONDENT's cover letter.

This RFQ contains specific requests for information. RESPONDENTS are encouraged to examine all sections of this RFQ carefully, in that the degree of interrelationship between sections is critical. In responding to this RFQ, RESPONDENTS are encouraged to provide any additional information they believe relevant.

Clause headings appearing in this RFQ have been inserted for convenience and ready reference. They do not purport to define, limit or extend the scope or intent of the respective clauses. Whenever the terms “must", "shall", "will", "is required”, or "are required” are used in the RFQ, the subject being referred to is to be a required feature of this RFQ and critical to the resulting submittal.

In those cases where mandatory requirements are stated, material failure to meet those requirements could result in disqualification of the RESPONDENT's response. Any deviation or exception from RFQ specifications must be clearly identified by the RESPONDENT in its submittal.

Expenses for developing and presenting submittals shall be the entire responsibility of the RESPONDENT and shall not be chargeable to A&M System. All supporting documentation and manuals submitted with this submittal will become the property of A&M System unless otherwise requested by the RESPONDENT, in writing, at the time of submission, and agreed to, in writing, by A&M System.

2.2 Calendar of Events

Release of RFQ ............................................................................................ February 20, 2025 Deadline for Receiving Qualification Statements ........................................... March 18, 2025 Interview Top Ranked Respondents (A&M System’s Option) ........................................... TBD Anticipated Award Date ..................................................................................................... TBD

The A&M System will make every effort to adhere to the above schedule. The schedule, however, is subject to change. Schedule changes may be necessary for various reasons including but not limited to the need for further clarification of responses or contract terms are in the best interest of the A&M System, and/or in the event the A&M System requires more time to ensure that the selection of the Respondent is in accordance with its policies, rules and regulations, as well as actual timing needs.

2.3 Examination of the Request for Qualifications

Before submitting, each RESPONDENT will be held to have examined the A&M System requirements outlined throughout this RFQ, and satisfied itself as to the existing conditions under which it will be obligated to perform in accordance with specifications of this RFQ.

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No claim for additional compensation will be allowed due to unfamiliarity with the specifications and/or existing conditions. It shall be understood that the RESPONDENT has full knowledge of all of the existing and/or revised conditions and accepts them "as is."

2.4 Submittal Instructions and Delivery of Submittals

All qualification submittals must be received by A&M System no later than 2:00:00 p.m. Central Time, March 18, 2025, electronically via email to soprocurement@tamus.edu with the subject line of “SAIR- 25-233 – Aircraft Broker Services”. The sent time indicated within the A&M System email server shall be used for the receipt and acceptance of the response. Late submittals will not be considered under any circumstances.

Submittal Format: Submission shall be saved as two (2) separate files in Adobe Portable Document Format (PDF) according to the items listed below and named as such; I) “company name – Forms”, II) “company name – Qualification Statement”.

2.5 Submittal Components

The following documents are to be returned as part of your qualification submittal. Failure to include these sections/documents may be basis for response disqualification.

I. Forms

Signed Execution of Offer (Exhibit A)

Signed and notarized Non-Collusion Affidavit (Exhibit B)

HUB Participation Plan (Section 2.8)

II. Qualification Statement

Qualification Response (Section 3.2)

Qualification Statement shall consist of answers to questions identified in Section 3.2 of the RFQ. It is not necessary to repeat the question in the Qualification Statement; however, it is essential to reference the question number with the corresponding answer.

Failure to comply with all requirements contained in this RFQ may result in the rejection of the Qualification Statement submittal.

Note: Additional information regarding the Execution of Offer and Non-Collusion Affidavit.

• Execution of Offer: The signature in the Execution of Offer within the electronic copy shall serve as the official signature of record. Signature can be done electronically with DocuSign, Adobe or another similar tool.

• Non-Collusion Affidavit: The RESPONDENT signature on this document may be done electronically with DocuSign, Adobe or another similar tool. An agreement may not be executed with an awarded RESPONDENT until this document is fully signed and notarized.

2.6 Inquiries and Interpretations

All questions concerning this RFQ are to be directed, in writing, to Jeff Zimmermann at soprocurement@tamus.edu. Respondent may not contact other individuals at the A&M System to discuss any aspect of this RFQ, unless expressly authorized by the A&M System Procurement & HUB Program office to do so. The A&M System will publish all questions in the form of an addendum with responses at least two (2) days prior to the Deadline for Receiving Qualification Statements as stated in the schedule in Section 2.2.

Responses to inquiries which directly affect an interpretation or change to this RFQ will be issued in writing by addendum/amendment and posted to the Electronic State Business Daily (ESBD).

mailto:soprocurement@tamus.edu mailto:soprocurement@tamus.edu

The Texas A&M University System RFQ01-SAIR-25-233 Page 6 of 26 http://www.txsmartbuy.com/sp (Input Agency Number “710” and select “Posted” for the Status)

All such addenda/amendments issued by the A&M System prior to the time that Qualification Statements are received shall be considered part of the RFQ, and the Respondent shall consider and acknowledge receipt of such in their Execution of Offer (Exhibit A). Only those A&M System replied to inquiries which are made by formal written addenda shall be binding. Oral and other interpretations or clarification will be without legal effect.

2.7 Selection Process

The evaluation of the Qualification Statements shall be based on the information provided that A&M System deems to represent the best value to A&M System. The RFQ provides the information necessary to prepare and submit Qualification Statements for consideration by A&M System. All properly submitted Qualification Statements will be reviewed, evaluated, and ranked by A&M System.

A&M System will rank the Respondents in the order that they provide the overall best value to A&M System based on an evaluation of the responses to the RFQ. A&M System may interview one or more of the top ranked Respondents as part of the evaluation process.

A&M System will base its choice on criteria to include, but not be limited to, the following:

demonstrated competence, capability, experience and qualifications of the Respondent in respect to the services offered; proposed commission and fees; any other factors deemed relevant by the A&M System; and if other considerations are equal, give preference to a Respondent whose principal place of business is in the State of Texas, will manage the contract wholly from an office in the state of Texas, or is a State of Texas certified Historically Underutilized Business.

The Respondent selected will be those whose experience, qualifications, and capability as presented in response to this RFQ, establish them, in the opinion of A&M System, as well qualified and offering the greatest benefits and overall value to the A&M System. A&M System may cancel this RFQ or reject submissions at any time prior to an award and is not required to furnish a statement of the reasons why a particular proposal was not deemed to be the most advantageous. Should A&M System determine in its sole discretion that only one Respondent is fully qualified, or that one Respondent is clearly more highly qualified than the others under consideration, a contract may be negotiated and executed with that Respondent. The contract will be an agreement incorporating by reference all the requirements, terms and conditions of the solicitation and the Respondent’s Qualification Statement as negotiated.

By submitting its Qualification Statement in response to this RFQ, Respondent accepts the evaluation process and acknowledges and accepts that determination of the “best value” Respondent will require subjective judgments by A&M System.

The selection of the successful Respondent may be made by A&M System on the basis of the Qualification Statements initially submitted, without discussion, clarification, or modification. In the alternative, selection of the successful Respondent may be made by A&M System on the basis of negotiation with any of the Respondents. A&M System shall not disclose any information derived from the Qualification Statements submitted by competing Respondents in conducting such discussions.

All Qualification Statements must be complete and convey all of the information requested to be considered responsive. If a Qualification Statement fails to conform to the essential requirements of this RFQ, A&M System alone will determine whether the variance is minor enough to consider the Qualification Statement acceptable, and therefore a candidate for further consideration, or significant enough to consider the Qualification Statement not acceptable and therefore not considered for award.

A&M System may perform reference checks and seek further information, as needed from all Respondents whose Qualification Statement A&M System, at its discretion, considers viable, based on the initial evaluation. The Respondent’s response to this requirement officially authorizes A&M http://www.txsmartbuy.com/sp

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System to contact these organizations to discuss the services and other considerations which the Respondent has provided to such organizations and authorizes the organizations to provide such information to A&M System and Respondent shall and hereby does release and hold harmless A&M System, the state of Texas, and the organization of any and all liability whatsoever, in connection with providing and receiving all such information. Any negative responses received from reference checks may be grounds for disqualification of the Qualification Statement submitted.

A&M System reserves the right to reject any or all Qualification Statements and re-solicit, or to reject any or all Qualification Statements and temporarily or permanently abandon this RFQ process. A&M System makes no representations, written or oral, that it will enter into any form of agreement with any respondent to this RFQ and no such representation is intended or should be construed by the issuance of this RFQ.

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SECTION 3

QUALIFICATION STATEMENT

3.1 Services Required

The awarded BROKER agrees to use its best efforts to obtain prospective sellers of aircraft as needed.

The BROKER when requested, will work with the Office of System Aircraft (SAIR) to identify aircraft that meet the needs of the A&M System.

Upon engagement for a specific need, BROKER will provide a list of and information to SAIR regarding aircraft currently on the market for sale. As part of this process, the BROKER shall provide the information below to include, but not limited to, the following;

• Perform and provide evidence of a wide geographical search

• Comparison of all aircraft identified available matching our requirements. For each aircraft identified provide the following:

o Aircraft make, model and serial number o Asking price and value o Aircraft airframe, engine and APU (if installed) hours and cycles o Detailed photos of exterior and interior o List of installed equipment and STCs o Identify any known incidents or accidents o Identify any areas of needed improvements o Detailed summary of maintenance records o Evaluation summary of each aircraft

• For aircraft selected for purchase, perform the following:

o Lead negotiation on purchase price and any other costs associated with the purchase o Review all letters of intent and purchase agreement documentation o Assist with pre-purchase review process o Evaluation of escrow and closing elements o Assist as needed with coordination of the aircraft delivery

Performance under an agreement pursuant to this RFQ is anticipated to commence upon execution of an agreement. Time is of the essence in the rendering of services and the ability to commence immediately upon notice of a specific need may be a factor and included in the evaluation criteria of this RFQ. Note that the A&M System, while not anticipated, may request the BROKER to assist with the sale of an A&M System aircraft.

3.2 Qualification Response

Respondents shall carefully read the information contained in the following criteria and submit a complete Qualification Statement to all items. Response shall be formatted as directed. Incomplete qualifications may be considered non-responsive and subject to rejection.

3.2.1 Cover Letter.

• Include a brief introduction with interest, capability, and experience of the Respondent.

• Provide a contact name and contact information for this RFQ response, including title, telephone number and email address.

3.2.2 Qualification Statement.

Please provide a response to each item listed below.

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1) Commitment. Describe your commitment and availability to provide the required services expeditiously to the A&M System.

2) Qualifications of Personnel. Provide experience and qualifications of each individual within your company that may provide the required services.

3) Past Transactions. Provide examples from recent aircraft purchase transactions to include type of aircraft purchased, final purchase price with any savings negotiated, and any other information that may be important to the A&M System that demonstrates the ability and experience of the BROKER. In addition, include information whether Respondent has any experience working with the A&M System, its member institutions, or any other institutions or agencies of the state of Texas.

4) Compliance. Provide information or documentation to show that Respondent is able to conduct business in the state of Texas for these services and maintains any required licenses or permits.

5) Other Information. Please provide any additional information the A&M System should consider in evaluating your company to provide aircraft broker services.

3.2.3 Fees.

Provide sales commission fee percentage, retainer fee if any, and a description of any other fees that may be associated with a sales transaction.

3.2.4 Documentation.

Provide copies of any engagement/acquisition agreement documents that would be required for execution by the A&M System upon an engagement for a specific transaction.

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SECTION 4

GENERAL TERMS AND CONDITIONS

A. TERMS AND CONDITIONS: A&M System reserves the right to accept, reject, modify, and/or negotiate any and all submittals received in conjunction with this RFQ. It reserves the right to waive any defect or informality in the submittals on the basis of what it considers to be in its best interests. Any submittal which A&M System determines to be incomplete, conditional, obscure, or which has irregularities of any kind, may be rejected. A&M System reserves the right to award to the company, or companies, which in our sole judgment, will best serve our long-term interest.

This RFQ in no manner obligates A&M System to the eventual purchase of any products or services described, implied, or which may be proposed, until confirmed by written agreement, and may be terminated by A&M System without penalty or obligation at any time prior to the signing of a contract.

The Respondent must include a formal copy of any Respondent terms and conditions applicable to this transaction. Evaluation and acceptance and/or modification of these terms and conditions by A&M System’s Office of General Counsel are essential prior to execution of any resultant Agreement.

In the event the Respondent does not supply terms and conditions with their submittal, A&M System terms and conditions will govern this transaction.

B. GOVERNING LAW: Respondent agrees that, in the event of a dispute, the laws of the State of Texas will prevail.

C. NON-DISCRIMINATION: The parties agree that in the performance of any contract they shall not discriminate in any manner on the basis of race, color, national origin, age, religion, sex, genetic information, veteran status or disability protected by law. Such action shall include, but is not limited to, the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation. By submitting a submittal, Respondent certifies that it will conform to the provisions of the federal Civil Rights Act of 1964, as amended.

D. CIVIL RIGHTS REQUIREMENTS: All Respondents must comply with applicable civil rights laws.

E. IMMIGRATION REFORM AND CONTROL ACT OF 1986: By submitting a qualification, the Respondent certifies that it does not, and will not, during the performance of any resultant Agreement, employ illegal alien workers or otherwise violate the provisions of the federal Immigration Reform and Control Act of 1986, as amended.

F. DEBARMENT STATUS: By submitting a qualification, Respondent certifies that it is not currently debarred from submitting submittals on contracts nor is it an agent of any person or entity that is currently debarred from submitting bids on contracts.

G. PUBLIC INFORMATION: Respondent is hereby notified that A&M System strictly adheres to all statutes, court decisions, and the opinions of the Texas Attorney General with respect to disclosure of public information. A&M System may seek to protect from disclosure all information submitted in response to this RFQ until such time as the resultant Agreement is executed. Upon execution of the resultant Agreement, A&M System will consider all information, documentation, and other materials requested to be submitted in response to this RFQ to be of a non-confidential and non-proprietary nature and therefore subject to public disclosure under the Texas Public Information Act, Texas Government Code, Chapter 552. Respondent will be advised of a request for public information that implicates its materials and will have the opportunity to raise any objections to disclosure to the Texas Attorney General.

H. ANTITRUST: Respondent hereby assigns to A&M System, any and all claims for overcharges associated with any contract resulting from this RFQ which arise under the antitrust laws of the United States 15 U.S.C.A. Section 1, et seq. (1973) and which arise under the antitrust laws of the State of Texas, Texas Business and Commercial Code Ann. Sec. 15.01, et seq. (1967).

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I. EXECUTIVE HEAD OF A STATE AGENCY AFFIRMATION: In accordance with Section 669.003 of the Texas Government Code, relating to contracting with the executive head of a state agency, Respondent certifies that it is not (1) the executive head of A&M System or any of its Members, (2) a person who at any time during the four years before the date of the contract was the executive head of A&M System or any of its Members, or (3) a person who employs a current or former executive head of A&M System or any of its Members.

J. INSURANCE: Respondent shall obtain and maintain, for the duration of any resultant Agreement or longer, the minimum insurance coverage set forth on Exhibit C attached hereto.

K. HISTORICALLY UNDERUTILIZED BUSINESSES: It is the policy of the state of Texas and A&M System to encourage the use of Historically Underutilized Businesses (“HUB”) in our prime contracts, subcontractors, and purchasing transactions. The goal of the HUB program is to promote equal access and equal opportunity in A&M System contracting and purchasing.

Based on the scope of this RFQ, the A&M System has determined that subcontracting opportunities are not probable for this RFQ and therefore a HUB Subcontracting Plan (HSP) is not required. This determination means the RESPONDENT can perform the entire scope with their own resources and no portion of the scope will be subcontracted. Subcontracting opportunities are defined as those opportunities contracted with a vendor to provide services, supply commodities, or contribute toward completing work for a governmental entity.

For information regarding the HUB Program, please contact the A&M System HUB Program Office at so-hubprogram@tamus.edu for assistance.

L. REQUIRED CONTRACT TERMS: The terms and conditions contained in the draft agreement attached as Exhibit D or, in the sole discretion of A&M System, terms and conditions substantially similar to those contained in the attached agreement, will constitute and govern any Agreement that results from this RFQ. If Respondent takes exception to any terms or conditions set forth in the attached agreement, Respondent will submit a list of the exceptions as part of its qualification. Respondent’s exceptions will be reviewed by A&M System and may result in disqualification of Respondent’s qualification as non-responsive to this RFQ. If Respondent’s exceptions do not result in disqualification of Respondent’s qualification, then A&M System may consider Respondent’s exceptions when A&M System evaluates the Respondent’s qualification submission.

mailto:so-hubprogram@tamus.edu

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EXHIBIT A

EXECUTION OF OFFER

RFQ01-SAIR-25-233

In compliance with this RFQ, and subject to all the conditions herein, the undersigned offers and agrees to furnish any or all commodities or services.

A.1 Respondent Affirmation

NOTE TO RESPONDENTS: SUBMIT THIS ENTIRE SECTION WITH RESPONSE.

This execution of offer must be completed, signed, and returned with the Respondent's Qualification Statement. Failure to complete, sign and return this execution of offer with the Qualification Statement may result in rejection of the Qualification Statement.

Signing a false statement may void the submitted Qualification Statement or any agreements or other contractual arrangements, which may result from the submission of Respondent’s Qualification Statement.

A false certification shall be deemed a material breach of contract and, at owner's option, may result in termination of any resulting contract or purchase order.

Addenda Acknowledgment:

Receipt is hereby acknowledged of the following addenda to this RFQ by entering yes or no in space provided and indicating date acquired. Enter “0" if none received.

No. 1 ______ Date No. 3 ______ Date

No. 2 ______ Date No. 4 ______ Date

A.2 Signature

By signing below, the Respondent hereby certifies as follows, and acknowledges that such certifications will be included in any resulting contract:

(i) the Qualification Statement and all statements and information prepared and submitted in response to this RFQ are current, complete, true and correct;

(ii) it is not given, 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 Qualification Statement or any subsequent Qualification Statement.

Failure to sign below, or signing a false statement, may void the Response or any resulting contracts at the Owner’s option, and the Respondent may be removed from all future solicitation lists at this state agency;

(iii) the individual signing this document and the documents made part of the RFQ is authorized to sign such documents on behalf of the Respondent and to bind the Respondent under any contract which may result from the submission of the Response;

(iv) no relationship, whether as a relative, business associate, by capital funding agreement or by any other such kinship exists between Respondent and an employee of The Texas A&M University System;

(v) Respondent has not been an employee of the A&M System within the immediate twelve (12) months prior to the RFQ response;

(vi) no compensation has been received for participation in the preparation of this RFQ (ref. Section

2155.004 Texas Government Code);

(vii) all services to be provided in response to this RFQ will meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health law (Public Law 91-

596) and its regulations in effect as of the date of this solicitation;

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(viii) Respondent complies with all federal laws and regulations pertaining to Equal Employment Opportunities and Affirmative Action;

(ix) to the best of its knowledge, no member of the Board of Regents of The Texas A&M University System, or the Executive Officers of the Texas A&M University System or its member institutions or agencies, has a financial interest, directly or indirectly, in the RFQ;

(x) if applicable, each individual or business entity proposed by Respondent as a member of its team that will engage in the practice of engineering or architecture will be selected based on demonstrated competence and qualifications only;

(xi) if the Respondent is subject to the Texas franchise tax, it is not currently delinquent in the payment of any franchise tax due under Chapter 171, Texas Tax Code, or is exempt from the payment of such taxes. A false certification may result in the Respondent’s disqualification;

(xii) if this RFQ is subject to Texas Government Code, § 2252 Subchapter A, the Respondent certifies that if a Texas address is shown as the address of the respondent, respondent qualifies as a Texas Resident Bidder as defined in Section 2252.001(4);

(xiii) under Section 231.006, Family Code, the Respondent or applicant certifies that the individual or business entity named in this contract, bid, or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this contract may be terminated and payment may be withheld if this certification is inaccurate; and,

(xiv) under Section 2155.006, Government Code, the Respondent 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.

Respondent shall provide their Federal Employer Identification Number (EIN), full VENDOR name, address and contact information in the spaces below. Failure to either manually or electronically (i.e. DocuSign) sign in the Authorized Signature line below will disqualify the submission. The person signing shall show title and have authority to bind his/her firm into a contractual relationship.

Federal EIN/Taxpayer ID #:

Vendor/Company Name:

Authorized Signature:

Date Executed:

Name:

Title:

Street:

City/State/Zip:

Telephone No.:

Fax No.:

E-mail:

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EXHIBIT B

NON-COLLUSION AFFIDAVIT

The undersigned, duly authorized to represent the persons, firms and corporations joining and participating in the submission of the foregoing Qualification Statement (such persons, firms and corporations hereinafter being referred to as the "Respondent"), being duly sworn, on his or her oath, states that to the best of his or her belief and knowledge no person, firm or corporation, nor any person duly representing the same joining and participating in the submission of the foregoing Qualification Statement, has directly or indirectly entered into any agreement or arrangement with any other Respondents, or with any official of A&M System or any employee thereof, or any person, firm or corporation under contract with A&M System whereby the Respondent, in order to induce acceptance of the foregoing Qualification Statement by said A&M System, has paid or is to pay to any other Respondent or to any of the aforementioned persons anything of value whatever, and that the Respondent has not, directly or indirectly entered into any arrangement or agreement with any other Respondent or Respondents which tends to or does lessen or destroy free competition in the letting of the contract sought for by the foregoing Qualification Statement.

The Respondent hereby certifies that neither it, its officers, partners, owners, providers, representatives, employees and parties in interest, including the affiant, have in any way colluded, conspired, connived or agreed, directly or indirectly, with any other Respondent, potential Respondent, firm or person, in connection with this solicitation, to submit a collusive or sham bid, to refrain from bidding, to manipulate or ascertain the price(s) of other Respondents or potential Respondents, or to obtain through any unlawful act an advantage over other Respondents or A&M System.

The prices submitted herein have been arrived at in an entirely independent and lawful manner by the Respondent without consultation with other Respondents or potential Respondents or foreknowledge of the prices to be submitted in response to this solicitation by other Respondents or potential Respondents on the part of the Respondent, its officers, partners, owners, providers, representatives, employees or parties in interest, including the affiant.

CONFLICT OF INTEREST

The undersigned Respondent and each person signing on behalf of the Respondent certifies, and in the case of a sole proprietorship, partnership or corporation, each party thereto certifies as to its own organization, under penalty of perjury, that to the best of their knowledge and belief, no member of A&M System, nor any employee, or person, whose salary is payable in whole or in part by A&M System, has a direct or indirect financial interest in the award of this RFQ, or in the services to which this RFQ relates, or in any of the profits, real or potential, thereof, except as noted otherwise herein.

Signature ____________________________________________

Company Name _______________________________________

Date _______________________

Notary _____________________________________ Subscribed and sworn to before me this

__________ day of ________________, 2025.

Notary Public in and for the County of _____________________________, State of

___________________. My commission expires: __________________________

NOTE: THE EXECUTION OF OFFER AND NON-COLLUSION AFFIDAVIT MUST BE COMPLETED, SIGNED, AND RETURNED WITH RESPONDENT’S SUBMISSION. FAILURE TO SIGN AND RETURN THESE DOCUMENTS

MAY RESULT IN THE REJECTION OF YOUR SUBMISSION.

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EXHIBIT C

INSURANCE REQUIREMENTS

A. A successful Respondent who is awarded a contract (“PROVIDER”) shall obtain and maintain, for the duration of this Agreement or longer, the minimum insurance coverage set forth below. All coverage shall be written on an occurrence basis. All coverage shall be underwritten by companies authorized to do business in the State of Texas or eligible surplus lines insurers operating in accordance with the Texas Insurance Code and have a financial strength rating of A- or better and a financial strength rating of VII or better as measured by A.M. Best Company or otherwise acceptable to A&M System. By requiring such minimum insurance, A&M System shall not be deemed or construed to have assessed the risk that may be applicable to PROVIDER under this Agreement. PROVIDER shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverage.

PROVIDER is not relieved of any liability or other obligations assumed pursuant to this Agreement by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. No policy will be canceled without unconditional written notice to A&M System at least ten days before the effective date of the cancellation.

1. Commercial General Liability

Commercial general liability insurance with the following minimum limits of coverage:

Each Occurrence Limit $1,000,000 General Aggregate Limit $2,000,000 Products / Completed Operations $1,000,000 Personal / Advertising Injury $1,000,000 Damage to rented Premises $300,000 Medical Payments $5,000

The required commercial general liability policy must be issued on a form that insures PROVIDER’s or its subcontractors’ liability for bodily injury (including death), property damage, personal and advertising injury assumed under the terms of this Agreement.

2. Professional Liability (Errors & Omissions)

Insurance with limits of not less than $1,000,000 each occurrence, $2,000,000 aggregate. Such insurance will cover all professional services rendered by or on behalf of PROVIDER and its subcontractors under this Agreement. Renewal policies written on a claims-made basis will maintain the same retroactive date as in effect at the inception of this Agreement. If coverage is written on a claims-made basis, PROVIDER agrees to purchase an Extended Reporting Period Endorsement, effective for two (2) full years after the expiration or cancellation of the policy. No professional liability policy written on an occurrence form will include a sunset or similar clause that limits coverage unless such clause provides coverage for at least two (2) years after the expiration of cancellation of this Agreement.

B. PROVIDER shall deliver to A&M System evidence of insurance on a Texas Department of Insurance approved certificate form verifying the existence and actual limits of all insurance prior to the execution and delivery of this Agreement and prior to the performance of any services by PROVIDER under this Agreement. PROVIDER shall provide additional evidence of insurance on a Texas Department of Insurance approved certificate form verifying the continued existence of all required insurance no later than thirty (30) days after each annual insurance policy renewal.

C. Commercial General Liability and Auto Liability policies must be endorsed to name the A&M System Board of Regents (“Board of Regents”) and A&M System as additional insureds up to the actual liability limits of the policies maintained by PROVIDER. The commercial general liability additional insured endorsements must include on-going and completed operations afforded by CG 20 10 (10 01 Edition

The Texas A&M University System RFQ01-SAIR-25-233 Page 16 of 26 or equivalent) and CG 20 37 (10 01 Edition or equivalent). Commercial general liability and business auto liability policies must be written on a primary and non-contributory basis. Copies of each endorsement must be submitted with the certificate of insurance. The Umbrella policy, at minimum, must follow form.

D. All insurance policies must be endorsed to provide a waiver of subrogation in favor of the Board of Regents and A&M System.

E. All insurance policies will be endorsed to require the insurance carrier providing coverage to send notice to A&M System ten (10) days prior to the effective date of cancellation, material change, or non-renewal relating to any insurance policy.

F. Any deductible or self-insured retention must be declared to and approved by A&M System prior to the performance of any services by PROVIDER under this Agreement. PROVIDER shall pay any deductible or self-insured retention for any loss. All deductibles and self-insured retentions must be shown on the certificates of insurance.

G. Certificates of Insurance and Additional Insured Endorsements as required by this Agreement will be emailed to the following A&M System contact in SOProcurement@tamus.edu.

H. The insurance coverage required by this Agreement must be kept in force until all services have been fully performed and accepted by A&M System in writing.

mailto:SOProcurement@tamus.edu

The Texas A&M University System RFQ01-SAIR-25-233 Page 17 of 26

EXHIBIT D

DRAFT NOT FOR EXECUTION AT THIS TIME

MASTER SERVICES AGREEMENT

BY AND BETWEEN

THE TEXAS A&M UNIVERSITY SYSTEM

AND ________________

This Services Agreement (“Agreement”) is entered into and effective ___________ (the “Effective Date”), by and between The Texas A&M University System, an agency of the state of Texas (hereafter referred to as “A&M SYSTEM”), and _____________, a ________ (hereafter referred to as “PROVIDER”). A&M SYSTEM and PROVIDER are sometimes hereafter referred to as “Party” individually or “Parties” collectively.

A&M SYSTEM and PROVIDER hereby agree as follows:

1. SERVICES

A. This Agreement is not a contract to perform specific work but is intended to establish the terms and conditions under which the A&M SYSTEM and its member universities and agencies may contract with the PROVIDER for the services as set forth in Exhibit A of this Agreement (“Services”) by executing an order form or purchase order (each an “Order Form”) with PROVIDER. The reference herein to “Member” or “Members” shall refer to the A&M SYSTEM or its member entity executing an Order Form. The A&M SYSTEM makes no guarantee of execution of an Order Form.

B. The Order Form shall incorporate the specific Services requested by Member, the payment amount due to PROVIDER and the period of performance subject to the terms in this Agreement. The terms of this Agreement shall be incorporated into any Order Form executed by a Member and PROVIDER for the Services during the term of this Agreement and the Order Form shall reference this Agreement. Upon execution of such Order Form, such Member is only responsible for its own compliance with the terms and conditions of this Agreement.

2. PROVIDER OBLIGATIONS

A. PROVIDER will perform the Services in accordance with the standards of care, skill, and diligence expected of a qualified, competent and experienced professional in the provision of the type of services required under this Agreement.

B. PROVIDER will perform the Services substantially in accordance with PROVIDER’s marketing materials and documentation, including without limitation, any user guides, technical specifications, training materials, instructions, documented policies or other written materials regarding the Services that are posted, delivered or otherwise made available by PROVIDER to Member.

C. PROVIDER will obtain, maintain in effect, and pay the cost for all licenses, permits, or certifications that may be necessary for PROVIDER’s performance of this Agreement.

D. PROVIDER represents and warrants that there are no obligations, commitments, third party rights, or impediments of any kind that will limit or prevent PROVIDER’s performance of the Services.

3. TERM AND TERMINATION

A. Term. The term of this Agreement begins on the Effective Date and continues for a period of ______ unless earlier terminated as provided herein; provided, however, that the terms of this Agreement shall remain applicable to any Order Form that was executed prior to the expiration or termination of this Agreement but whose period of performance

The Texas A&M University System RFQ01-SAIR-25-233 Page 18 of 26 extends beyond the expiration or termination of this Agreement. This Agreement may be extended for ___ (__) additional ___ (__) year periods upon mutual written agreement executed by the Parties.

B. Termination with Cause. Either Party may terminate this Agreement effective upon written notice to the other Party if the other Party materially breaches any term of this Agreement and fails to cure such breach within __ (__) days after receiving written notice of the breach. Furthermore, A&M SYSTEM may immediately terminate this Agreement if

(i) the PROVIDER’s insurance coverage required under this Agreement is cancelled or non-renewed; or (ii) the PROVIDER declares bankruptcy, is placed into involuntary bankruptcy or receivership or becomes insolvent.

C. Termination without Cause. A&M SYSTEM may terminate this Agreement at any time upon ____ (__) days prior notice to PROVIDER.

D. Termination of an Order form. The period of performance of any Order Form will be as provided in the Order Form. Either party to the Order Form may terminate such Order Form effective upon written notice to the other party if the other party materially breaches any term of this Agreement or the Order Form and fails to cure such breach within __ (__) days after receiving written notice of the breach. An Order Form may also be immediately terminated if (i) the PROVIDER’s insurance coverage required under this Agreement is cancelled or non-renewed; or (ii) the PROVIDER declares bankruptcy, is placed into involuntary bankruptcy or receivership or becomes insolvent. In the event that the Member terminates the Order Form pursuant to this Section, the Member shall receive a pro-rata refund of any fees prepaid by the Member that cover Services that have not been delivered by PROVIDER as of the date of such termination. Furthermore, Member may terminate the Order Form at any time upon ____ (__) days prior notice to PROVIDER. The termination of any one Order Form will not affect any other Order Form or this Agreement.

4. PAYMENT TERMS

A. The A&M SYSTEM shall not pay any costs or fees as a direct result of this Agreement. The Member identified in the Order Form will pay the amount due to PROVIDER under such Order Form. The fees paid by Member to PROVIDER for the Services requested under the Order Form, shall be calculated based on the fee rate schedule attached as Exhibit B and made a part of this Agreement. The rate schedule may be renegotiated at the discretion of A&M SYSTEM upon renewal of this Agreement. Additional rates and fees may be negotiated on a Member specific Order Form, provided no less favorable than under this Agreement.

B. PROVIDER shall invoice Member for amounts due consistent with the payment schedule as negotiated under the Order Form. Each invoice must reference the Order Form and Member’s purchase order number (if applicable) and include a description of services provided along with documentation that Member may reasonably request to support the invoice amount. Member will make payment on a properly prepared and submitted invoice in accordance with Chapter 2251, Texas Government Code (the “Texas Prompt Payment Act”), which shall govern remittance of payment and remedies for late payment and non-payment.

C. For reasonable business-related travel, lodging and/or meal expenses validly incurred directly and solely in support of the Services and approved by Member in advance, PROVIDER will be reimbursed by Member according to the State of Texas rates, rules, and regulations (https://fmx.cpa.texas.gov/fmx/travel/textravel/rates/current.php). When requesting such reimbursement, PROVIDER will submit to Member receipts, invoices and other documentation as required by Member. Under no circumstances will PROVIDER be https://fmx.cpa.texas.gov/fmx/travel/textravel/rates/current.php

The Texas A&M University System RFQ01-SAIR-25-233 Page 19 of 26 reimbursed for alcohol purchases. State travel rates are subject to change without notice and will be adjusted accordingly. Mileage rates will be calculated from point-to-point (PROVIDER’s place of business to job site) using the State of Texas mileage. Should the Agreement be renewed for an additional term, travel reimbursement amounts will be renegotiated at that time.

D. All payments will be made by electronic direct deposit. PROVIDER is required to complete and submit to Member a Vendor Direct Deposit Authorization form prior to the first payment request. The form can be accessed at:

https://www.tamus.edu/business/budgets-and-accounting/accounting/general/

E. As an agency of the State of Texas, the A&M System and its Members are tax exempt. Tax exemption certification will be furnished to PROVIDER upon request.

5. OWNERSHIP OF CREATED WORKS

PROVIDER irrevocably assigns, transfers and conveys to the Member, for no additional consideration, all of PROVIDER’s ownership, rights, title and interest in and to all works prepared by PROVIDER under this Agreement and the Order Form (“Deliverables”), including, without limitation, all copyrights, patents, trademarks, trade secrets and other intellectual property rights and all other rights that may hereafter be vested relating to the Deliverables under law.