ESBD_407463_1743796319713_IFB 302-25-014528.pdf

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

Reference Number: 302-25-014528 Return by: April 18, 2025 11:00 AM CT

A scan of the signed IFB must be received by the OAG email server prior to the “Return by” above.

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

Vendor Name:

Address:

City, State Zip:

Phone No.:

Fax No.:

E-mail address:

Vendor Identification (VID) No.:

Submit Responses to:

Scott.rickstrew@oag.texas.gov

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

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

Signature Title Date

1. Information About the Procurement Process and Subsequent Contract

1.1. Sole Point of Contact. The sole point of contact (POC) for inquiries concerning this IFB is:

Scott Rickstrew, CTCD, CTCM Office of the Attorney General Procurement Division P O Box 12548 Austin, TX 78711-2548

(512) 936-2874 scott.rickstrew@oag.texas.gov

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

• Communications with the OAG point-of-contact;

• Written questions/inquiries, which will be answered at the sole discretion of the OAG, per section 1.2.

1.2. Questions. Vendor shall submit all questions regarding this procurement, in writing via email, to the point of contact listed in Section 1.1., Sole Point of Contact.

The deadline for submitting questions regarding this IFB is the date and time listed in Section 1.3., Schedule of Events.

NOTE: Procedural questions regarding response submission, dates, and locations/addresses may be addressed orally or by email with the point of contact listed in Section 1.1.

Any questions submitted will be answered at the sole discretion of the OAG in a Question and Answer Document that will be posted to the ESBD. Only answers provided in writing by the OAG shall be considered official. All questions should, to the degree possible, cite the specific IFB section and paragraph number(s) to which the question refers.

Information in any form other than the materials constituting this IFB, the Question and Answer Document(s), and any IFB Addendum shall not be binding on the OAG.

1.3. Schedule of Events.

Procurement Schedule IFB Release Date April 04, 2025 Questions Due Date April 10, 2025 11:00 AM CT OAG Response to Questions Due Date April 11, 2025 Response to IFB Due April 18, 2025 11:00 AM CT

1.4 Contract Documents.

By submission of an offer, Vendor agrees to be bound by the terms of the IFB, OAG purchase order, and Vendor’s offer. If Vendor’s offer is accepted by OAG, the Contract resulting from this procurement shall be given the following order of precedence and consist of:

1. This IFB, including any exhibits, attachments, clarifications, forms and supplements, attached hereto and incorporated herein.

2. The OAG’s purchase order including any exhibits, attachments, forms and supplements, attached hereto and incorporated therein; and

3. The Vendor’s offer in response to this IFB.

mailto:scott.rickstrew@oag.texas.gov

2. Pricing Form

Line no.

Class and Item code, Description, Part Number

Qty Unit Unit Price

Extended Price

680/12

Safariland Belt Pln,Blk,Velcro Small.

SAF-99-1-2*

9 EA.

2 680/12 Safariland 99 Belt Pln,Blk, medium. SAF-99-2-2*

38 EA.

3 680/12 Safariland Belt Pln,Blk,Velcro Lrg. SAF-99-3-2*

39 EA.

4 680/12 Safariland Belt Pln,Blk,Velcro XL. SAF-99-4-2*

5 EA.

5 680/12 Safariland-8 -Chrome Buckle-Size 32-PlBl.

SAF-87-32-6*

2 EA.

6 680/12 Safariland 87 Lined Duty Belt. SAF-87-34-6

6 EA.

7 680/12 Safariland-87 Lined Duty Belt-Size 34-Brass Buckle.

SAF-87-34-6B*

1 EA.

8 680/12 Safariland-87 Lined Duty Belt-PLBL-Chrome/Size 36.

SAF-87-36-6*

10 EA.

9 680/12 Safariland 87 Duty Belt Plain Black. SAF-87-36-6B*

2 EA.

10 680/12 Safariland-87 Lined Duty Belt-PLBL-Chrome/Size

38. SAF-87-38-6*

18 EA.

11 680/12 Safariland 87 Lined Duty Belt 38 Brass Buckle.

SAF-87-38-6B*

8 EA.

12 680/12 Safariland- 87 Lined Duty Belt-PLBL-Chrome/Size 40.

SAF-87-40-6*

14 EA.

13 680/12 Safariland 87 Lined Duty Belt 40 Brass Buckle.

SAF-87-40-6B*

3 EA.

14 680/12 Safariland-87 Lined Duty Belt-PLBL-Chrome/Size

42. SAF-87-42-6*

9 EA.

15 680/12 Safariland 87 Duty Belt Plain Black Sz 42 plain.

SAF-87-42-6B*

7 EA.

16 680/12 Safariland-87 Lined Duty Belt-PLBL-Chrome/Size

44. SAF-87-44-6*

6 EA.

17 680/12 Safariland-Sam Brown Belt-PlBl-Size 46.

SAF-87-46-6*

1 EA.

18 680/12 Safariland Model 87 PLBL sz 46 Brass.

SAF-87-46-6B*

2 EA.

19 680/12 Safariland-87 Lined Duty Belt-PlBl-Size 48.

SAF-87-48-6*

2 EA.

20 680/12 Safariland 6390 Holster G17, 22 STX PlBl RH.

SAF-6390-83-411*

65 EA.

21 680/12 Safariland 6390 Holster G17, 22 STX PlBl

LH. SAF-6390-83-412*

3 EA.

22 680/12 Safariland 6390RDS Holster Glock 17MOS W/T

SAF-6390RDS-8327-411

11 EA.

23 680/12 Safariland 6390RDS Holster Glock 17MOS W/T.

SAF-6390RDS-8327-412

1 EA.

24 680/12 Safariland-Tapered Cuff Case-PlBl-HS.

SAF-190-2HS*

91 EA.

25 680/12 Safariland Double Magazine Pouch.

SAF-77-83-2HS*

91 EA.

26 680/12 Safariland Belt Keepers PlBlk HS 4Pk.

SAF-62-4-2HS*

82 EA

Grand Total:

Estimated Delivery Date:

3. Evaluation Criteria

Bid pricing shall be submitted by filling out Section 1 Pricing Form of the IFB. Failure to submit a complete Section 1 Pricing Form will result in disqualification of the Response.

An additional Pricing Form or bid may be provided to supplement Section 1.

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

• Price;

• Compliance with OAG Terms and Conditions;

• Acceptance and response to IFB Specifications; and

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

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

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

NOTES:

1. Vendor must indicate whether products listed contain recycled materials.

2. Vendor pricing shall include delivery to a warehouse location at 4044 PROMONTORY POINT DR, AUSTIN TX 78744-6469.

Check below if preference claimed under 34 TAC Rules 20.38 Supplies, materials or equipment: Produced in Texas/offered by Texas Vendors Agricultural products produced or grown in Texas Agricultural products and services offered by Texas Vendors Products offered by a Texas Bidder owned by a Texas resident service-disabled veteran USA Produced supplies, materials or equipment Products of persons with mental or physical disabilities Products made of recycled, re-manufactured, or environmentally sensitive materials including recycled steel Energy efficient products Rubberized asphalt paving material Recycled motor oil and lubricants Products produced at facilities located on formerly contaminated property Products and services from economically depressed or blighted areas Vendors that meet or exceed air quality standards Recycled or Reused Computer Equipment of Other Manufacturers Foods of Higher Nutritional Value

TERMS AND CONDITIONS for Invitation for Bid (IFB)

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

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

4.0 Invitation for Bid Requirements

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

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

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

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

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

4.6 Bids are requested to be firm for the OAG acceptance for a minimum of sixty (60) calendar days from the “Return by” date. “Discount from list” bids are not acceptable unless requested. Cash discounts are not considered in determining an award. Cash discounts offered will be taken if earned.

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

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

4.9 Purchases made for OAG use are exempt from the State sales tax and Federal Excise Tax.

Do not include tax in bid. Excise Tax Exemption Certifications are available upon request.

OAG shall not be liable for the payment of any sales, use, or other taxes incurred by Vendor in acquiring any goods or services as a part of any work called for in this procurement nor shall OAG be liable to reimburse Vendor for same. OAG shall furnish to Vendor suitable documentation of Attorney General's exemption from any taxes on goods and services procured on behalf of Attorney General upon request.

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

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

5.0 Specifications

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

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

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

5.4 If an ICT Co-Op Contract is used for this bid, the DIR ICT Co-Op Contract provisions regarding product warranty and return policy shall apply unless otherwise specified in the

IFB.

6.0 Tie Bids:

Awards will be made in accordance with 34 TAC 20.207 34 TAC Rules 20.36(b)(3) and 20.38 (Preferences).

7.0 Delivery and Contract Term:

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

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

7.3 No substitutions permitted without written approval of the OAG.

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

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

8.0 Definitions

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

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

(iv) domain names, (v) any copies, portions, versions, and similar or derivative works to any of the foregoing, (vi) all documentation, instruction and materials related to any of the foregoing, (vii) all other goods, services or deliverables to be provided to OAG under the Contract or a statement of work, and (viii) all Intellectual Property Rights in any of the foregoing, and which are or were created, prepared, developed, invented or conceived for the use or benefit of OAG in connection with the Contract or a statement of work, or with funds appropriated by or for OAG or OAG’s benefit: (a) by any Contractor personnel or OAG personnel, or combination of personnel, or (b) any OAG personnel who then became personnel to Contractor or any of its affiliates or subcontractors, where, although creation or reduction- to-practice is completed while the person is affiliated with Contractor or its personnel, any portion of same was created, invented or conceived by such person while affiliated with OAG.

8.2 “Intellectual Property Rights” means the worldwide legal rights and/or interests evidenced by, or embedded or embodied in: (i) any idea, design, concept, personality right, method, process, technique, apparatus, invention, discovery, or improvement, including any patents, trade secrets, and know-how; (ii) any work of authorship, including any copyrights, moral rights or neighboring rights; (iii) any trademark, service mark, trade dress, trade name, branding scheme, or other indicia of source or origin; (iv) domain name registrations and/or reservations of unique addresses on the Internet; and (v) any other proprietary, intangible or similar rights. The Intellectual Property Rights of a party include all worldwide legal rights and/or interests that the party may have acquired by assignment, transfer or license with the right to grant sublicenses, or otherwise by operation of law.

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

8.4 “Vendor IP” shall mean all tangible or intangible items or things, including the Intellectual Property Rights therein, created or developed by Contractor (a) prior to providing any services or Work Product to OAG and prior to receiving any documents, materials, information or funding from or on behalf of OAG relating to the services or Work Product, or

(b) after the Effective Date of the Contract if such tangible or intangible items or things were independently developed by Contractor outside Contractor’s provision of services or Work Product for OAG hereunder and were not created, prepared, developed, invented or conceived by any OAG personnel who then became personnel to Contractor or any of its affiliates or subcontractors, where, although creation or reduction-to-practice is completed while the person is affiliated with Contractor or its personnel, any portion of same was created, invented or conceived by such person while affiliated with OAG.

9.0 Payment

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

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

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

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

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

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

10.0 Time is of the Essence

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

11.0 Termination

11.1 Termination for Convenience. OAG reserves the right to terminate the Contract at any time, in whole or in part, without penalty, by providing thirty (30) calendar days advance written notice to the Contractor, if OAG determines that such termination is in its best interest or the best interest of the State of Texas. In the event of such a notice of termination, Contractor shall, unless otherwise mutually agreed upon in writing, cease all work immediately. OAG shall be liable for payments limited only to the portion of work OAG authorized in writing and which the Contractor has completed, delivered to OAG per the Contract requirements, and which has been accepted by OAG as of the date of termination.

OAG shall have no other liability or obligation to Contractor, including, without limitation, no liability for any costs of any kind associated with the termination.

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

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

12.0 Ownership and Licensing

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

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

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

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

13.0 Confidentiality and Public Information Act

Notwithstanding any provisions of the Contract to the contrary, Contractor understands that OAG shall comply with the Texas Public Information Act, Texas Government Code, Chapter 552, as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas (collectively “PIA”). Information, documentation, and other material in connection with this IFB or any resulting contract may be subject to public disclosure pursuant to the Texas Public Information Act. In accordance with Section 2252.907 of the Texas Government Code, Contractor is required to make any information created or exchanged with the State pursuant to the contract ,and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the State. The Contract and all data and other information generated or otherwise obtained during and throughout its performance may be subject to the PIA. Contractor shall cooperate with OAG in the production of documents responsive to any PIA request. Contractor shall notify OAG General Counsel within twenty-four (24) hours of receipt of any third-party requests which seeks information provided by the State of Texas for use in performing the Contract. To the extent allowed by law, Contractor agrees to maintain the confidentiality of information received from the State of Texas during the performance of the Contract, including without limitation information which discloses confidential personal information.

14.0 Warranties

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

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

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

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

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

14.3 Right to Provide Products. Contractor hereby represents and warrants that it has the right to develop and assign all ownership rights in the deliverables and Work Product, and each and every component thereof, to OAG as contemplated under the Contract, including without limitation all patent, copyright, trade secret any other intellectual property rights, free from infringements claims, free from violations of unfair competition law, and free from violations of any other contract or law, or violations of any other third party right. Contractor represents that it has determined what licenses, patents and permits are required under the Contract and has acquired all such licenses, patents and permits. In addition, Contractor hereby represents and warrants that all project performance, Work Product and deliverables provided under the Contract and/or Purchase Order are, and will be, free of all liens, claims and other restrictions, and that OAG’s use and possession of the deliverables and/or Work Product, including reproduction, display, performance and distribution of any part or portion thereof, will not violate the terms or conditions of any license, confidentiality agreement, non-competition agreement, employment agreement or any other agreement to which Contractor, its agents, officers, employees or subcontractors may be subject.

14.4 Materiality of Representation. These representations and warranties are essential and material to OAG’s willingness to enter into the Contract and shall survive in perpetuity.

15.0 Indemnities

15.1 Indemnification (General). CONTRACTOR SHALL DEFEND, INDEMNIFY AND HOLD

HARMLESS THE STATE OF TEXAS AND OAG, AND/OR THEIR OFFICERS, AGENTS,

EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM

ANY AND ALL LIABILITY, ACTIONS, CLAIMS, LOSSES, DEMANDS, OR SUITS, AND ALL

COSTS, ATTORNEY FEES, AND EXPENSES ARISING OUT OF, IN CONNECTION WITH, OR

RESULTING FROM ANY ACTS OR OMISSIONS, NEGLIGENCE, OR WILLFUL MISCONDUCT OF

THE CONTRACTOR OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS,

SUPPLIERS, OR SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE

CONTRACT AND ANY PURCHASE ORDERS ISSUED UNDER THE CONTRACT. THE DEFENSE

TO ANY SUCH ACTION, CLAIM, DEMAND, OR SUIT SHALL BE COORDINATED BY

CONTRACTOR WITH OAG WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS AND

CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE

ADVANCE, WRITTEN CONCURRENCE FROM OAG. CONTRACTOR AND OAG AGREE TO

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

15.2 Intellectual Property Infringement. CONTRACTOR SHALL DEFEND, INDEMNIFY AND HOLD

HARMLESS THE STATE OF TEXAS AND OAG, AND/OR THEIR EMPLOYEES, AGENTS,

REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL

THIRD PARTY CLAIMS INVOLVING INFRINGEMENT OF UNITED STATES PATENTS,

COPYRIGHTS, TRADEMARKS, SERVICE MARKS, TRADE SECRETS AND ANY OTHER

INTELLECTUAL PROPERTY OR INTANGIBLE PROPERTY RIGHTS IN CONNECTION WITH ANY

DELIVERABLE PROVIDED HEREUNDER, THE WORK OR PERFORMANCE OR ACTIONS OF

CONTRACTOR PURSUANT TO THE CONTRACT, OR OAG’S USE OF ANY DELIVERABLE OR

WORK PRODUCT PROVIDED BY CONTRACTOR. CONTRACTOR AND OAG AGREE TO

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

SHALL BE LIABLE TO PAY, AND/OR REIMBURSE OAG FOR, ALL JUDGMENTS, CLAIMS,

DAMAGES, LOSSES, AND COSTS OF DEFENSE INCLUDING WITHOUT LIMITATION

ATTORNEYS' FEES, COURT COSTS AND SIMILAR EXPENSES. THE DEFENSE SHALL BE

COORDINATED BY CONTRACTOR WITH OAG WHEN TEXAS STATE AGENCIES ARE NAMED

DEFENDANTS AND CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST

OBTAINING THE ADVANCE, WRITTEN CONCURRENCE FROM OAG. CONTRACTOR SHALL

DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND OAG, AND/OR

THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR

DESIGNEES FROM ANY AND ALL LOSSES, LIABILITIES, DAMAGES, CAUSES OF ACTION,

CLAIMS, DEMANDS AND EXPENSES INCURRED BY OAG AND/OR THE STATE OF TEXAS

ARISING OUT OF OR RESULTING FROM BREACH OF ANY WARRANTY OBLIGATION

HEREUNDER.

16.0 Dispute Resolution

The dispute resolution process provided for in Texas Government Code, Chapter 2260 shall be used by Contractor to resolve any dispute arising under the Contract.

If the Contractor’s claim for breach of Contract cannot be resolved informally with the OAG, the claim shall be submitted to the negotiation process provided in Chapter 2260. To initiate the process, the Contractor shall submit written notice, as required by Chapter 2260, to the individual identified in the Contract for receipt of notices. Compliance by the Contractor with Chapter 2260 is a condition precedent to the filing of a contested case proceeding under Chapter 2260.

The contested case process provided in Chapter 2260 is the Contractor’s sole and exclusive process for seeking a remedy for an alleged breach of Contract by the OAG if the parties are unable to resolve their disputes as described above.

Notwithstanding any other provision of the Contract to the contrary, unless otherwise requested or approved in writing by OAG, the Contractor shall continue performance and shall not be excused from performance during the period any breach of contract claim or while the dispute is pending.

However, the Contractor may suspend performance during the pendency of such claim or dispute if the Contractor has complied with all provisions of Section 2251.051, Texas Government Code, and such suspension of performance is expressly applicable and authorized under the law.

17.0 Limitation of Liability

FOR ANY CLAIM OR CAUSE OF ACTION ARISING UNDER, IN CONNECTION WITH, OR RELATED TO

THE CONTRACT, TO THE EXTENT PERMITTED BY THE CONSTITUTION AND THE LAWS OF THE

STATE, IN NO EVENT SHALL EITHER OF THE PARTIES BE LIABLE TO THE OTHER FOR ANY

INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES,

INCLUDING WITHOUT LIMITATION LOSS OF REVENUE, LOSS OF PROFITS AND/OR FAILURE TO

REALIZE BENEFITS, EVEN IF IT IS, OR HAS BEEN, ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES, EXCEPT WITH REGARD TO CONTRACTOR’S INDEMNIFICATION OBLIGATIONS TO OAG

HEREUNDER AND ANY VIOLATIONS OF STATE OR FEDERAL LAW BY CONTRACTOR.

18.0 Insurance

Contractor represents and warrants that it shall, within five (5) business days of executing the Contract, provide OAG with current certificates of insurance or other proof acceptable to OAG of the following insurance coverage:

• Standard Workers Compensation Insurance covering all personnel who will provide services under the Contract;

• Commercial General Liability Insurance, personal injury and advertising injury with, at a minimum, the following limits: $1,000,000 minimum each occurrence; $2,000,000 per general aggregate.

All of the above coverage shall be with companies licensed in the state of Texas with “A” rating from the A.M. Best Company, and authorized to provide the corresponding coverage. Contractor represents and warrants that it shall maintain the above insurance coverage during the term of the Contract, and shall provide OAG with an executed copy of the policies immediately upon request.

To the extent not specified in this section, Contractor shall acquire and maintain, for the duration of the Contract, insurance coverage necessary to ensure proper fulfillment of the Contract and potential liabilities thereunder with financially sound and reputable insurers in the type and amount customarily carried within the industry. Contractor shall provide evidence of insurance as required under this paragraph, upon request by the OAG. In the event that any policy is determined by the OAG to be deficient to comply with the terms of the Contract, Contractor shall secure such additional policies or coverage as the OAG may reasonably request or that are required by law or regulation.

If coverage expires during the term of the Contract, Contractor must produce renewal certificates for each type of coverage.

19.0 Venue and Choice of Law

The contract resulting from this IFB shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions. The venue of any suit arising under the contract is fixed in any court of competent jurisdiction of Travis County, Texas.

20.0 Independent Contractor

Contractor and/or all Contractor’s employees, representatives, agents and any subcontractors shall serve as independent contractors in providing goods and/or services hereunder, and shall not be deemed employees of OAG for any purpose. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. Contractor shall be responsible for all employment rights and benefits of Contractor’s employees. If Contractor subcontracts any of the services required in the Contract, Contractor shall hold harmless OAG and the State of Texas from any claim under such subcontract(s), and Contractor expressly understands and acknowledges that in entering into such subcontract(s), OAG is in no manner liable to any subcontractor(s) of Contractor.

In no event shall this provision relieve Contractor of the responsibility for ensuring that the services rendered under all subcontracts are rendered in compliance with the Contract.

21.0 Certifications/Affirmations

21.1 Accuracy, Completeness and No False Statement. Contractor represents and warrants that all statements and information prepared and submitted in in its response to the RFO are current, complete, true and accurate. Submitting a response with a false statement or material misrepresentations made during the performance of the Contract is a material breach of the Contract and may void the submitted response and/or resulting Contract.

21.2 Antitrust Affirmation. In accordance with Section 2155.005 of the Texas Government Code, neither Contractor nor the firm, corporation, partnership, or institution represented by Contractor, nor anyone acting for such a firm, corporation or institution has (1) violated any provision of the Texas Free Enterprise and Antitrust Act of 1983, Chapter 15 of the Texas Business and Commerce Code, or the federal antitrust laws; or (2) communicated directly or indirectly the contents of its response to the Contract to any competitor or any other person engaged in the same line of business as Contractor. Contractor assigns to OAG all of Contractor’s rights, title and interest in and to all claims and causes of action Contractor may have under the antitrust laws of Texas or the United States for overcharges associated with this Solicitation or any resulting contract.

21.3 Child Support Obligation. Under Section 231.006 of the Family Code, Contractor certifies that the individual or business entity named in the Contract, bid or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that the Contract may be terminated and payment may be withheld if this certification is inaccurate.

A bid or an application for a contract, grant, or loan paid from state funds must include the name and social security number of the individual or sole proprietor and each partner, shareholder, or owner with an ownership interest of at least 25 percent of the business entity submitting the bid or application.

21.4 No Gift/Economic Opportunity. Pursuant to Section 2155.003 of the Texas Government Code, Contractor represents and warrants that it has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, compensation or service to a public servant in connection with the submitted response.

21.5 No Delinquencies/Indebtedness. Contractor agrees that any payments due under the Contract shall be applied towards any debt or delinquency that is owed to the State of Texas.

21.6 Disaster Recovery Plan. If the contract contemplates handling of “vital state record” as defined in Subsection 441.180(13) of the Texas Government Code, in accordance with 13 TAC § 6.94(a)(9), Contractor shall provide to OAG the descriptions of its business continuity and/or disaster recovery plans as regards to the protection of the OAG’s vital state records.

21.7 No Federal Action Resulting from a Post 2005 Disaster. Under Sections 2155.006 and

2261.053 of the Texas Government Code, Contractor certifies that the individual or business entity named in this response or Contract is not ineligible to receive the specified contract and acknowledges that the Contract may be terminated and payment withheld if this certification is inaccurate.

21.8 Disclosure of Prior State Employment. If the Contract is related to the “consulting services,” as the term is defined in Subsection 2254.021(1) of the Texas Government Code, Contractor hereby certifies that it does not employ an individual who has been employed by OAG or another agency at any time during the two years preceding the submission of the response or, in the alternative, Contractor has disclosed in its response the following: (i) the nature of the previous employment with Agency or the other agency; (ii) the date the employment was terminated; and (iii) the annual rate of compensation for the employment at the time of its termination.

21.9 Anti-Boycott and Business Ban. To the extent that Contractor is required to make a certification pursuant to Section 2270.002 of the Texas Government Code, Contractor 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), or the verification required by Section 2271.002 of the Texas Government Code does not apply to the contract. If circumstances relevant to this provision change during the course of the contract, Contractor shall promptly notify

OAG.

In addition, in accordance with Texas Government Code, Chapter 2252, Subchapter F, Contractor hereby represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization as prohibited by Section 2252.152 of the Texas Government Code. Contractor 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). Contractor further certifies that it is not listed on the federal government's terrorism watch list as described in Executive Order 13224. 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.

21.10 E-Verify Program. Contractor certifies that for contracts for services, Contractor shall utilize the U.S. Department of Homeland Security’s E-Verify system during the term of the Contract to determine the eligibility of:

1) all persons employed by Contractor to perform duties within Texas; and

2) all persons, including subcontractors, assigned by Contractor to perform work pursuant the Contract within the United States of America.

21.11 Contracting with Agency Executive Heads. In accordance with Section 669.003 of the

Texas Government Code, relating to contracting with the executive head of a state agency, Contractor certifies that it is not (1) the executive head of the OAG, (2) a person who at any time during the four years before the date of the contract was the executive head of the OAG, or (3) a person who employs a current or former executive head of the OAG.

21.12 No Participation in Solicitation Drafting. Under Section 2155.004 of the Texas Government Code, Contractor certifies that the individual or business entity named in the response to this RFO or in the resulting Contract is not ineligible to receive the specified contract and acknowledges that the Contract may be terminated and payment withheld if this certification is inaccurate.

21.13 Former Agency Employees. In accordance with Section 2252.901 of the Texas Government Code, Contractor represents and warrants that none of its employees including, but not limited to, those authorized to provide services under the contract, were former employees of the Agency during the twelve (12) month period immediately prior to the date of execution of the contract.

21.14 No Conflict of Interest. Contractor represents and warrants that the provision of goods and services or other performance under the Contract will not constitute an actual or potential conflict of interest or reasonably create an appearance of impropriety.

21.15 Buy Texas Affirmation. In accordance with Section 2155.4441 of the Texas Government Code, Contractor agrees that during the performance of a contract for services it shall purchase products and materials produced in Texas when they are available at a price and time comparable to products and materials produced outside this state.

21.16 Suspension and Debarment. Contractor certifies that the Contractor 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. Entities ineligible for federal procurement are listed at http://www.sam.gov.

21.17 Texas Bidder Affirmation. Contractor certifies that if a Texas address is shown as the address of the Contractor in any documents or proposals submitted in response to the solicitation which results in the Contract, then Contractor qualifies as a Texas Bidder as defined in Section 2155.444(c) of the Texas Government Code.

21.18 Human Trafficking Certification. Under Section 2155.0061 of the Texas Government Code, the Vendor certifies that the individual or business entity named in its response to this IFB or the resulting 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.

21.19 Cybersecurity Awareness Training. Contractor hereby certifies that all employees, agents, subcontractors, officers, and/or any other users…