ESBD_416166_1746469756750_696-FD-25-P044.pdf

Texas Department of Criminal Justice Response Cover Page

This form requests basic information about the respondent and project and must be completed in its entirety, including the signature of the authorized representative.

RFP (Request for Proposal) SOLICITATION INFORMATION

1) Solicitation Number:

696-FD-25-P044

2) Issue Date: 3) Deadline: June 6, 2025 May 5, 2025 3:00 p.m. CT

4) Points of Contact: Christie Duncan (936) 437-3849 Christie.duncan@tdcj.texas.gov

(reference Section G.2.2) Kelly Scott (936) 437-3855 Kelly.scott@tdcj.texas.gov

5) Solicitation Description

The Texas Department of Criminal Justice is requesting sealed Proposals for electricity sourcing services to assist in establishing a new electricity service Contract to begin January 2026 for the Department having locations in deregulated markets.

RESPONSE SUBMITTAL

6) Receiving Office:

TDCJ Contracts & Procurement, Construction, Utilities & Environmental Branch

2 Financial Plaza, Suite 703, Huntsville, TX 77340 *All packages must be labeled with the solicitation number and Contract Specialists’ names. Reference Section L.7 for complete submittal instructions.

RESPONDENT INFORMATION

7) Legal Business Name:

8) Mailing Address Information (include street, city, county, state and 9-digit zip code):

9) Payee Name and Mailing Address, including 9-digit zip code (if different from above) (remittance address if not electing Direct Deposit):

10) Federal Tax ID No. (9-digit), State of Texas Comptroller Vendor ID Number (14-digit) or Social Security Number (9-digit):

11) Type of Entity (check all that apply):

HUB Certified

Corporation (incorporated under the laws of the State of _____________) Type: ______ M/F ___

Partnership Individual Non-Profit Organization* Joint Venture

*If incorporated, provide 10-digit charter number assigned by Secretary of State:

If a Foreign Entity:

Individual Partnership Joint venture

Non-Profit Organization Corporation (registered for business in _________________ (country)

12) Prompt Payment Discount: _____ % _____Days or Net 30 (reference Section G.3 for additional information)

13) Amendments: Signed and submitted by the Respondent with Proposal or via email prior to the deadline.

RESPONDENT AUTHORITY AND SIGNATURE

14) Respondent Point of Contact Name: ______________________ Title: ___________________________

Email address: ______________________________________________ Telephone #: _____________________

15) Respondent Authorized Signature:

696-FD-25-P044 2

SUMMARY OF KEY DATES FOR PROPOSAL SUBMISSION

May 5, 2025 Post to ESBD

May 14, 2025 3:00 PM Deadline for Written Questions for Clarification to the Department

May 21, 2025 5:00 PM Deadline for Responses to Respondents Questions by the

Department (Estimated)

June 6, 2025 3:00 PM Deadline for Receipt of Responses in Huntsville

Late responses will not be accepted.

Service Commencement Date

***All times are Central Standard (CT) time.

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TABLE OF CONTENTS

PAGE

SUMMARY OF KEY DATES FOR PROPOSAL SUBMISSION

TABLE OF CONTENTS

SECTION A - CONTRACT DEFINITIONS

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 PROPOSAL SCHEDULE

SECTION C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 BACKGROUND

C.2 GENERAL DUTIES AND OBLIGATIONS

C.2.1 Specific Requirements and Obligations

SECTION D – REQUIRED REPORTS AND CONDITIONS PRECEDENT TO AWARD

D.1 REPORTNG REQUIREMENTS

D.2 CONDITIONS PRECEDENT TO AWARD

SECTION E - INSPECTION AND ACCEPTANCE

E.1 INSPECTION AND ACCEPTANCE OF SERVICES

E.2 INSPECTION BY STATE EMPLOYEES

E.3 AUTHORITY TO AUDIT

E.4 AUDITS BY OTHER AGENCIES

E.5 FRAUD, WASTE OR ABUSE

SECTION F – SERVICE REQUIREMENTS AND CONTRACT TERM

F.1 SERVICE REQUIREMENTS

F.1.1 Department Service F.1.2 Account Manager F.1.3 Service Level Commitment F.1.4 “No Lights Out” Clause F.1.5 Open Records Requests F.1.6 Broker Agreement

F.2 IMPLEMENTATION AND ACCOUNT SET UP

F.2.1 Implementation F.2.2 Account Set Up F.2.2.1 Quantities

F.5 PERIOD OF PERFORMANCE

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 CLAUSES INCORPORATED BY REFERENCE

G.2 AUTHORITY – AUTHORIZED REPRESENTATIVE, PURCHASER, AND CONTRACT

SPECIALIST

G.2.1 Purchaser / Contract Specialist

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 INSURANCE REQUIREMENTS

H.2 SUBCONTRACTORS

H.2.1 Insurance

H.4 BOOKS AND RECORDS

H.5 ORGANIZATIONAL AND NAME CHANGE

H.6 FREE EXERCISE OF RELIGION

H.7 SECURITY

SECTION I – CONTRACT CLAUSES

I.1 ADVERTISING OF AWARD

I.2 DEFAULT AND TERMINATION

I.2.1 Default by the Contractor I.2.3 Remedy of the Department I.2.4 Termination for Convenience

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I.2.5 Termination by Mutual Agreement

I.2.6 TERMINATION FOR UNAVAILABILITY OF FUNDS

I.2.7 Termination Procedures I.2.8 Default by the Department I.2.9 Remedy of the Contractor

I.3 NO WAIVER OF RIGHTS

I.4 TAXES/WORKER’S COMPENSATION/UNEMPLOYMENT INSURANCE – INCLUDING

INDEMNITY

I.5 NO WAIVER OF DEFENSES

I.6 INDEPENDENT CONTRACTOR

I.7 MAINTENANCE OF CORPORATE EXISTENCE AND BUSINESS

I.8 APPROVAL OF CONTRACT

I.9 NON-DISCRIMINATION

I.10 CONFIDENTIALITY

I.11 CONTRACT CHANGES

I.12 OPTION TO EXTEND THE TERM OF THE CONTRACT

I.13 SEVERABILITY

I.14 IMMIGRATION

I.16 LIMITATION ON AUTHORITY

I.17 INTELLECTUAL PROPERTY INDEMNIFICATION

I.18 ELECTRONIC AND INFORMATION RESOURCES ACCESSIBILITY STANDARDS, AS

REQUIRED BY TEXAS ADMINISTRATIVE CODE, TITLE 1, PART 10, CHAPTER 213

I.19 RIGHTS TO DATA, DOCUMENTS AND COMPUTER SOFTWARE (STATE OWNERSHIP)

I.20 FORCE MAJEURE

I.21 NOTICES

I.22 SUBSTITUTIONS

I.23 ASSUMPTIONS AND EXCEPTIONS

SECTION J – LIST OF EXHIBITS

SECTION K – REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF

RESPONDENTS

K.1 HISTORICALLY UNDERUTILIZED BUSINESS (HUB) REPRESENTATION

K.1.1 Definition K.1.2 Representation

K.2 FRANCHISE TAX REPRESENTATION

K.3 TYPE OF BUSINESS ORGANIZATION

K.4 REPRESENTATIONS OF RESPONDENT

K.4.1 Organization and Qualification K.4.2 Authorization K.4.3 No Violation of Agreements, Articles of Incorporation or Bylaws K.4.4 No Defaults under Agreements K.4.6 No Litigation K.4.7 Taxes K.4.8 No Adverse Change K.4.9 Disclosure of Interested Parties K.4.10 Notification K.4.11 Deceptive Trade Practices; Unfair Business Practices K.4.12 Conflict of Interest

K.5 REPRESENTATIONS OF THE DEPARTMENT

K.5.1 Authorization K.5.2 No Violation of Agreements K.5.3 Disclosure

K.6 AUTHORIZED NEGOTIATORS

K.7 PAYEE IDENTIFICATION NUMBER

K.8 POINT OF CONTACT

SECTION L – INSTRUCTIONS, CONDITIONS AND NOTICES TO RESPONDENTS

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L.1 AMENDMENTS TO SOLICITATIONS

L.2 LATE SUBMISSIONS, MODIFICATIONS AND WITHDRAWALS OF PROPOSALS

L.3 SIGNATURES ON PROPOSALS SUBMITTED

L.4 PROPOSAL ACCEPTANCE PERIOD

L.5 CONTRACT AWARD

L.6 RIGHTS OF THE DEPARTMENT

L.7 SUBMISSION CHECKLIST

L.8 DISCUSSION AND CORRESPONDENCE

L.9 PUBLIC INFORMATION ACT

L.10 MINIMUM QUALIFICATIONS

SECTION M – EVALUATION FACTORS FOR AWARD

M.1 SELECTION PROCESS

Section A

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SECTION A - CONTRACT DEFINITIONS

The following terms used in the Contract shall, unless the context indicates otherwise, have the meanings set forth:

Authorized Representative means the Person designated in writing to act for and on behalf of a party of the

Contract.

Broker means an individual acting as an intermediary, connecting energy consumers with retail electricity providers to help find the best rates and plans, without owning or distributing electricity themselves.

Compliance Standards means Contract requirements that have specific and clearly defined recoupment strategies to ensure that the Department does not pay for Services that are not received.

Contract means to enter into a formal and legally binding agreement.

Contract Developer means the Department employee responsible for the non-technical administration of the Contract, as described in Section G.2.1.

Day(s) means calendar Days, unless otherwise specified.

Department means the Texas Department of Criminal Justice (TDCJ).

Department Policy/Policies means all written policies, procedures, standards, guidelines, directives, and manuals of the Texas Board of Criminal Justice (TBCJ) and the Department applicable to providing the

Services specified under this Contract.

Electricity Sourcing Services means strategically sourcing electricity from various suppliers to secure the most favorable terms and rates for businesses, often involving contract negotiation and risk management.

ESID means Electric Service Identifier.

Event of Default means any of the events or circumstances described in Section I.2.

Fiscal Year means any of the one-year periods beginning September 1 and ending August 31, which periods are used for annual budgetary purposes by the State of Texas.

Generator means the entity or company that produces electricity and agrees to sell it to a buyer (like a utility or corporation) for a specified period and at a predetermined price.

Material Failure means the failure of a party to fulfill one or more obligations essential to achieving the purpose of the Contract.

Invoice means the Contractor’s invoice based on the Contractor’s completion of services and yielding the

Contractor Payment to be made by the Department.

Non-Appropriation means the failure by the Texas Legislature, as part of its budgetary process, to appropriate money to be used for the Payments due hereunder.

Section A

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Payment(s) means the amount(s) agreed to be paid by the Department to the Contractor for Services under the Contract.

PD means the Department’s Personnel Directives.

Person means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, court or other tribunal, or government or any agency or political subdivision thereof.

REP Retail Electric Provider. A Retail Electric Provider sells electric energy to retail customers in areas of

Texas where the sale of electricity is open to retail competition. A REP buys wholesale electricity, delivery service, and related services, prices electricity for customers, and seeks customers to buy electricity at retail.

(https://www.puc.texas.gov/industry/electric/business/rep/)

Reverse Auction means a type of auction in which the traditional roles of buyer and seller are reversed.

Thus, there is one buyer and many potential sellers, and bidding starts with the highest possible price and decreases gradually. The lowest bid wins.

Service Commencement Date means the date on which the Contractor shall begin providing Services at the Facility pursuant to the Contract.

Services means a delivery by the Contractor of the requirements in accordance with the terms and conditions of this Contract.

Subcontractor means a person or organization that contracts under, or for the performance of part or the entire Contract between the Department and the Contractor. The subcontract may be direct with the Contractor or with another subcontractor.

TBCJ means the Texas Board of Criminal Justice.

Term means the duration of the Contract.

Vendor Performance means the evaluation of how effectively a vendor meets the agreed-upon Key

Performance Indicators (KPIs) and contractual obligations, ultimately impacting the buying organization's operations and efficiency.

Vendor Performance Tracking System (VPTS) provides the state procurement community with a comprehensive tool for evaluating Vendor Performance to reduce risk in the contract awarding process by utilizing past performance reports.

Contractor means the individual, partnership or corporation who performs Services under this Contract.

Working Days means Monday through Friday, unless a national recognized holiday or other holidays observed by the Agency.

https://www.puc.texas.gov/industry/electric/business/rep/

Section B

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SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 Proposal Schedule

The Department is requesting sealed Proposals for electricity sourcing services to assist in establishing a new electricity service Contract to begin January 2026 for the Department having locations in deregulated markets, see Exhibit J.7.

Line Item Description Quantity Unit Cost Total Cost

001 Electric Brokerage Services 1 Lot (Please Use Exhibit J.2, Mandatory Pricing Matrix)

B.1.1 Electricity Sourcing Embedded Fees

Prices offered, as part of the Respondent’s Proposal, to the State must be firm, fixed prices based on the number of agency meters and total annual consumption for Agency Deregulated Meters (MWh/yr), Exhibit J.7. See Mandatory Pricing Matrix, Exhibit J.2.

Contractor(s) providing Electricity Sourcing Services will be required to provide services for a fixed cost based on the anticipated level of effort required to meet the Department needs. Once Contractor has been chosen by the Department and a cost for the services to be provided is agreed upon, that cost will be converted into a fee (the “Adder Fee”) that will be added to the electricity account commodity cost and paid out monthly over the first 12 months of the contract.

The Electric Procurement Services Adder Fee will be computed for the Department as follows:

Fixed Cost of Electric Utility Procurement Services ($) Estimated Annual Consumption for all Deregulated Accounts (kWh)

The monthly payment to Contractor by way of the Department’s electric bill will then be computed as follows: Electric Procurement Services Adder Fee ($/kWh) x Actual Monthly Volume (kWh).

The Department may ask Contractor(s) for indicative pricing at any time during the term of the Contract when lower rates are available or at the Department's discretion for no additional cost.

Contractor pricing must remain firm during the term of the Contract.

Section C

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SECTION C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 BACKGROUND

The Department is requesting sealed Proposals to establish a Contract for electricity sourcing services for the Department having locations in deregulated markets.

C.2 GENERAL DUTIES AND OBLIGATIONS

An Electricity Sourcing Services Contractor under this RFP will be expected to provide assistance to

Customer for a new electricity procurement or modification of an existing electricity contract. When requested by the Department, awarded Contractor(s) can negotiate a new contract or modification of an existing electricity contract with Retail Electric Provider(s) (REP).

For new electricity procurements, the Contractor will assist the Department in the development of a solicitation in accordance with Department’s procurement policies. The Contractor must ensure procurement is public and competitive. Prior to issuance, the Department will review the solicitation to be sure all information in the solicitation is accurate and all required State terms and conditions are included.

After the solicitation is issued, the Contractor and the Department will review and evaluate the REP responses and negotiate contract terms acceptable to both the Department and identified REPs. For standard retail electric contracts, Contractor will conduct and be present at bidding or Reverse Auction events.

Proposed fees or discounts offered to the Department in the Mandatory Pricing Matrix, Exhibit J.2; may be considered Contractor’s most favored customer pricing; however, the Department reserves the right to negotiate pricing.

C.2.1 Specific Requirements and Obligations

Commodity: 961-83 Utility Services, Electric

Respondent(s) must describe in detail the specific Electricity Sourcing Services they are willing to provide within the pricing in their cost proposal. At a minimum, Contractor is expected to provide the following set of services to the Department:

• Technical Assessment to the Department to establish the most appropriate procurement approach for their needs;

• Solicit electricity providers to enter into a contract with a REP.

• Assisting the Department with the evaluation of the REP solicitation responses;

• Assisting the Department with negotiations of pricing with REP;

• Assisting the Department with negotiations of the terms and conditions related to contract with REP;

• Assisting the Department with execution of final contracts with REP;

Section C

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• Assisting the Department in evaluating whether to extend an existing contract or execute a new contract based on market conditions;

• Responsible for providing Indicative Pricing to the Department and per the Department request at no additional cost.

Respondent(s) should detail any additional services related to Electricity Sourcing Services, beyond those outlined above, that they are willing to provide PSAs within the pricing in their cost proposal.

(END OF SECTION)

Section D

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SECTION D – REQUIRED REPORTS AND CONDITIONS PRECEDENT TO AWARD

D.1 REPORTNG REQUIREMENTS

In its Proposal, Respondent must provide a statement of its intent to comply with the quarterly reporting requirements.

Submission of Reports shall start upon award of a REP contract.

Contractor must report to the Department the consumption of the Department and resulting compensation paid from the REP to the Contractor. If no usage occurs, Contractor must report no usage in a manner prescribed by the Department.

Contractor must submit consumption report electronically to the Department Contract Administrator

Christie Duncan at christie.duncan@tdcj.texas.gov in the format prescribed by the Department. If the Contractor fails to submit usage reports, falsifies usage reports, or fails to submit reports in a timely manner, the Department may terminate or cancel the Contract, pursuant to section I.2.

Reporting periods and requirements may change based on the Department's specific reporting needs.

Respondent is encouraged to detail their reporting capabilities (information accessible, ad hoc, response time for report generation, and platforms utilized for reporting).

D.2 CONDITIONS PRECEDENT TO AWARD

The following are conditions precedent to the Award being an enforceable contract. In the event these conditions are not met, this Award shall be null and void and of no force or effect, unless the TDCJ agrees in writing to the contrary.

The conditions precedent to the Award are:

1. Compliance with Section H. Special Contract Requirements, paragraph 1, Insurance

Requirements;

2. Compliance with Section K. Representations, Certifications and Other Statements of Respondents, paragraph 1, Historically Underutilized Business (HUB) Representation and Section H, Special Contract Requirements, paragraph 2.2, Historically Underutilized Business (HUB); and

3. Compliance with Section K. Representations, Certifications and Other Statements of

Respondents, paragraph 4.1, Disclosure of Interested Parties.

DUE DATE REPORT ITEM AUTHORITY

Quarterly Upon Award Of REP Consumption Report of the

Department

Contract, Section I.2

Quarterly Upon Award Of REP Compensation paid by REP to the Contractor

Contract, Section I.2 mailto:christie.duncan@tdcj.texas.gov

Section E

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SECTION E - INSPECTION AND ACCEPTANCE

E.1 INSPECTION AND ACCEPTANCE OF SERVICES

A. The Department and other government regulatory agencies have the right to inspect and test all Services called for by this Contract, to the extent practicable at all times and places during the Contract Term. The Department shall perform inspections in a manner that will not unduly interfere with the Contractor’s performance of services. The Contractor shall furnish, and shall require subcontractors to furnish, at no increase in the Contract price, all reasonable assistance for the safe and convenient performance of these duties.

B. From time to time the Department shall, subject to limitations provided by law with respect to rights of privacy, have the right to reasonably prompt access and to examine all records of the Contractor related specifically to the Services called for by this Contract, including financial records generated by the Contractor and its subcontractors in connection with the performance of this Contract.

C. If subject to the outcome of an audit or inspection, it is determined that the Contractor is in non-compliance with any provisions of this Contract, and/or that money is owed to the Department by the Contractor, then the Department may exercise its rights of recovery of money owed as authorized in Section G.4.3 of this Contract.

1. If any of the Services are non-compliant with the Contract requirements, as identified by the Department, the Contractor shall be notified describing the specific areas of non-compliance.

The Contractor shall have a 20 Day period to file a written response detailing corrective action(s) taken to address all items of non-compliance. The response must include supporting documentation which verifies execution of corrective action(s) taken. Unless otherwise specified, or previously agreed to by the Department, the submission of a corrective action plan shall not be accepted as corrective action. For all items of non-compliance satisfactorily resolved by agreement between the Contractor and the Department, no further action regarding such items shall be taken. Any areas of non-compliance shall be corrected within 20 Days or by the date of the Department approved extension.

2. If any of the Services are non-compliant with the Contract requirements, as identified by a government regulatory agency, the Contractor must resolve all items identified as non-compliant by the deadline established by the agency.

E.2 INSPECTION BY STATE EMPLOYEES

A. The Department has the right to inspect and test all Services called for by this Contract, to the extent practicable at all times and places during the Contract Term. The Department shall perform inspections in a manner that will not unduly interfere with the Contractor’s operation. The Contractor shall furnish, and shall require subcontractors to furnish, at no increase in Contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties.

B. The Contractor shall provide entry at all times by the Texas Board of Criminal Justice (TBCJ) and the Department’s authorized employees/agents for inspections and other official purposes. The Governor, members of the Legislature and all other members of the Executive and Judicial Departments of the State, as well as any other persons designated by the Department including Office of the Inspector General, shall be admitted to monitor the delivery of Services.

Section E

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E.3 AUTHORITY TO AUDIT

A. The Contractor understands that acceptance of funds under this Contract acts as acceptance of the authority of the State Auditor’s Office (SAO), or any successor agency, to conduct an audit or investigation in connection with those funds. The Contractor further agrees to cooperate fully with the SAO, or its successor, in the conduct of the audit or investigation, including providing all records requested.

B. The Contractor shall ensure that this Clause concerning the authority to audit funds received indirectly by subcontractors through the Contractor and the requirement to cooperate is included in any subcontract it awards.

C. The Contractor shall reimburse the State of Texas for all costs associated with enforcing this provision.

D. See Section H.5, Books and Records, concerning record retention.

E. Respondent will make available at reasonable times and upon reasonable notice, and for reasonable periods, work papers, reports, books, records, and supporting documents kept current by Respondent pertaining to the contract for purposes of inspecting, monitoring, auditing, or evaluating by Agency and the State of Texas.

E.4 AUDITS BY OTHER AGENCIES

A. Upon receipt of audits or monitoring reports pertaining to the Services under this Contract that are conducted by agencies or entities other than the Department, the Contractor shall provide copies thereof to the Department within 30 Days. The Contractor shall provide to the Department copies of responses to audits and/or inspections within seven Days of issuance. Audits or inspections may include allegations or complaints involving operations or the Contractor and its employees (including consultants, independent Contractors and their employees, agents, and volunteer workers).

E.5 FRAUD, WASTE OR ABUSE

A. In accordance with Texas Government Code, Chapter 321, the SAO is authorized to investigate specific acts or allegations of impropriety, malfeasance or nonfeasance, in the obligation, expenditure, receipt or use of State funds.

B. If there is a reasonable cause to believe that fraud, waste or abuse has occurred at this agency, it can be reported to the SAO by calling 1-800-892-8348 or at the SAO’s website at www.sao.texas.gov. It can also be reported to the Department Office of the Inspector General at 1-866-372-8329, the Department Internal Audit Division at 936-437-7100, or Crime Stoppers at 1-800-832-8477.

Section G

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SECTION F – SERVICE REQUIREMENTS AND CONTRACT TERM

F.1 SERVICE REQUIREMENTS

Services provided shall include, but are not limited to, the requirements contained herein.

Department reserves the right to waive minor technicalities.

F.1.1 Department Service

Contractor shall provide a Designated Customer Service Representative (DSCR), accessible by direct toll-free telephone numbers (no extensions) and email, to handle questions and customer service matters, with coverage on Monday – Friday (excluding Federal and State holidays) from

8am to 5pm Central Time.

The Department shall be notified, in writing, at least 10 calendar days prior to any change of the

DCSR.

Contractor shall provide all training as necessary, at no additional cost, to the Department on all aspects of the contract features, guidelines, policies and procedures to be followed in utilizing the contract services.

F.1.2 Account Manager

Contractor shall designate an Account Manager for the Department. Contractor may designate a single Account Manager the Department as needed. The Account Manager will be responsible for addressing issues related to the implementation of the Contract for the specific Department account and should have the authority and competence to address and correct any issues related to the implementation of the Contract.

Contractor shall notify the Department in writing two business days of assigning a new Account

Manager.

F.1.3 Service Level Commitment

The Department will measure participating customer satisfaction throughout the term of the

Contract. Measurements will identify areas where levels can be improved. Contractor must commit to quarterly reviews of customer satisfaction and strive for continuous improvement in service.

Contractor must agree to work with the Department in resolving any issues resulting from measurement of Department satisfaction. Contractor and the Department will work together to continually monitor Department satisfaction levels of the Contract.

In addition, the Department may require semi-annual conferences with Contractor to review

Contract issues or Contractor performance. The conferences will be held at Department offices in

Huntsville, Texas.

F.1.4 “No Lights Out” Clause

Contractor shall include the following language, regarding termination of services for Department accounts, in any solicitation document developed on behalf of the Department:

“Under no circumstances will Contractor terminate services for a Department account established under this solicitation for non-payment.”

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F.1.5 Open Records Requests

The Department is subject to the Texas Public Information Act (PIA) Chapter 552 of the Texas

Government Code. As such, the Department is responsible for responding to all open records requests.

Contractor receiving requests for information related to services provided under this RFP, must notify the requestor to submit a formal open records request to the Department. Contractor may not release any information directly to a requestor.

Contractor shall provide requested documentation/reports to contract to the Department within three business days once requested.

F.1.6 Broker Agreement

Respondent must provide a complete list of REPs with whom they currently maintain Broker

Agreements. Respondent must include details of compensation from REP to Respondent that may influence Respondent’s selection of REP in a procurement process. In addition, upon request

Respondent shall supply the Contract Administrator a copy of any and all agreements maintained with an REP.

F.2 IMPLEMENTATION AND ACCOUNT SET UP

F.2.1 Implementation

Immediately upon award, Contractor shall begin implementation of the Contract. Within 10 calendar days from Contract award, Contractor shall submit to the Department a detailed plan consisting of

Contractor’s timelines and all elements required to perform the responsibilities under this Contract.

The Department will assist the awarded Contractor by providing historical usage and any other materials reasonably available to the State.

The implementation plan shall be no longer than 30 calendar days beginning at the time of award.

F.2.2 Account Set Up

The Contractor shall provide a process for implementing the initial account set-up for the

Department.

F.2.2.1 Quantities

For purposes of providing background information only, the estimated dollars spent through the life of the Contract for the electricity sourcing services (initial term and all renewal options) is

$__________. See Exhibit J.2, Mandatory Pricing Matrix and Exhibit J.7, List of Current ESIs for additional information regarding usage.

The Department does not guarantee a specific volume to be purchased throughout the term of the Contract. No minimum compensation to the Contractor is guaranteed. Quantities indicated for each item in the Mandatory Pricing Matrix are estimates only and are based upon usage for a one-year period. These estimates should not be construed as a minimum or a maximum quantity that the Department may order.

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F.5 PERIOD OF PERFORMANCE

The Contract Term will consist of a five-year Base Period and may be extended per Section I.12, Option to Extend the Term of the Contract at the Department’s discretion.

Base Period September 1, 2025, through August 31, 2029

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SECTION G - CONTRACT ADMINISTRATION DATA

G.1 CLAUSES INCORPORATED BY REFERENCE

This Contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contract Developer will make their full text available.

Texas Government Code, Chapter 2251, Payment for Goods and Services.

G.2 AUTHORITY – AUTHORIZED REPRESENTATIVE, PURCHASER, AND CONTRACT

SPECIALIST

G.2.1 Purchaser / Contract Specialist

A. The Purchaser / Contract Specialist for this Contract is Christie Duncan.

B. The telephone number for the Purchaser / Contract Specialist is (936) 437-3849.

C. The e-mail address for the Purchaser / Contract Specialist is christie.duncan@tdcj.texas.gov.

D. The Purchaser / Contract Specialist is responsible for general administration of this Procurement and final issuance of written changes/modifications to this Procurement.

The Contractor shall provide an Authorized Representative for this Contract who shall be responsible for the overall management and coordination of this Contract and shall act as the central Point of Contact with the Department. The Authorized Representative shall have full authority to act for the Contractor in the performance of the required Services. The Authorized

Representative, or a designated representative, shall meet with the Purchaser / Contract

Specialist to discuss problems as they occur. Respondent is hereby advised that this point of contact will not be recognized as or accepted in lieu of the “Authorized Signature” requirements.

A. The Contractor’s designated Authorized Representative for this Contract is _

B. The telephone number for the Authorized Representative is .

C. The email address for the Authorized Representative is __________________.

Section H

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SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 INSURANCE REQUIREMENTS

The Contractor shall meet the following insurance and indemnification requirements per 16 Texas

Administrative Code section 74.40:

A. Coverage shall protect the TDCJ against all claims arising from service performed by the

Contractor.

B. The Contractor is not a covered individual for the purposes of worker’s compensation. Any treatment of injuries incurred while under this Contract is the responsibility of the Contractor.

C. The Contractor shall also maintain worker’s compensation insurance as statutorily required by the State of Texas if the Contractor has non-contract employees working under this Contract.

D. If the Contractor hires an employee to perform any of the Services listed in this Contract, the

Contractor shall provide an adequate plan of insurance that provides; (1) coverage to protect the

State against all claims arising from the Services performed by the Contractor; (2) coverage to protect the State from actions by a third party against the Contractor or any subcontractor of the

Contractor as a result of the Contract, and (3) coverage to protect the State from actions by officers, employees, or agents of the Contractor or any subcontractor(s). The Contractor shall maintain the following insurance coverage in full force and effect for the mutual protection and benefit of both the Department and the Contractor:

Type of Coverage Minimum Limits of Liability

Commercial General Liability $ 1 million General Aggregate

(Combined Bodily Injury & $ 500,000 each occurrence

Property Damage)

Automobile Liability $ 500,000 Combined single limit

The Contractor may provide the minimum coverage limits contained in an Excess or Umbrella

Policy as recommended by the advice and counsel of the Contractor’s insurance provider.

H.1.1 The Contractor shall maintain insurance coverage for the mutual protection of both the Department and the Contractor against claims that may arise out of or result from the Contractor’s actions or operations hereunder, whether such actions or operations are by the Contractor or a subcontractor, or by anyone directly or indirectly employed by or acting on behalf of the Contractor or subcontractor where liability may arise for:

A. Name the Department and its officers, employees, and elected representatives as additional insured to all applicable coverages except Workers’ Compensation and Professional Liability.

B. Claims for damages because of bodily injury, occupational sickness or disease, or death of any

Contractor employees;

C. Claims for damages because of bodily injury, sickness or disease or death of any person other than the Contractor’s employees;

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D. Claims for damages insured by usual personal liability coverage that are sustained by any person as a result of an act directly or indirectly related to the employment of such person by the

Contractor, or by any other person;

E. Claims for damages because of injury to or destruction of tangible property, including loss of use resulting there from;

F. Claims for damages based on violations of civil rights; and

G. Claims for damages arising from fire and lightning and other casualties.

H.1.2 The insurance required by this section shall be written for not less than any limits of liability specified by the Department or required by law, whichever is greater, and shall include contractual liability insurance as applicable to the Contractor’s obligations hereunder.

H.1.3 Certificates/policies of insurance shall be filed with the Department prior to execution of the Contract.

These certificates/policies shall contain a provision that coverage afforded under the policies shall not be canceled, non-renewed or materially changed except after 30 days written notice by

Certified Mail to: Texas Department of Criminal Justice, Two Financial Plaza, Suite 703, Huntsville, Texas, 77340; Attn: Christie Duncan. The Contractor shall provide proof of insurance coverage to the Department upon renewal of such.

H.1.4 The Contractor shall name the Texas Department of Criminal Justice and its officers, employees, and elected representatives as additional insured on applicable coverage’s, i.e., General Liability and Automobile.

H.1.5 All insurance coverage is to be provided by insurance carriers licensed to conduct business in Texas.

All insurance carriers shall be, at a minimum, rated “A-7” in Best’s Key Rating Guide.

H.1.6 Compliance with the foregoing insurance requirements shall not relieve the Contractor from any liability under the indemnification clause at Section I.4.

H.1.7 The Contractor agrees to waive subrogation against the Texas Department of Criminal Justice and its officers, employees and elected representatives for bodily injury (including death), property damage or any other loss on applicable coverage’s, i.e., General Liability, Automobile and Worker’s

Compensation.

H.1.8 The Contractor agrees that the Contractor’s insurance is primary insurance as applicable to the

Texas Department of Criminal Justice, its officers, employees and elected representatives.

H.2 SUBCONTRACTORS

A. The Contractor may subcontract for the performance of any of its responsibilities to provide Services pursuant to this Contract.

B. No subcontract may be entered into unless the Department provides prior written approval, which approval may not be unreasonably withheld.

C. If a subcontractor is deemed to be needed for an event of an emergency nature, verbal approval may be obtained through an Authorized Department Representative. The Contractor shall

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submit a written request with supporting documentation for approval, by the Department, as soon as possible.

D. The Contractor shall furnish to the Department copies of all subcontracts, without regard to the amount of annual payments.

E. Any arrangement by the Contractor with an affiliate or member company to provide Services to the Department shall be subject to the subcontractor provisions of this Section.

F. No contractual relationship shall exist between the Department and any subcontractor, and the

Department shall accept no responsibility whatsoever for the conduct, actions, or omissions of any subcontractor selected by the Contractor.

G. The Contractor shall be responsible for the management of the subcontractors in the performance of their work.

H. A subcontractor may not work directly with the Department in any manner and shall not be included in Contract negotiations, renewals, audits, or any other discussions except at the request of the Department.

I. Unless waived in writing by the Department, the subcontract shall contain the following:

1. An acknowledgement that the subcontract is subject to the Contract between the Department and the Contractor (the “Master Contract”).

2. The subcontractor shall agree to comply with the terms of the Master Contract to the extent applicable with respect to goods and Services being provided under the subcontract. It is the intention of the parties of the subcontract that the subcontractor shall “stand in the shoes” of the Contractor with respect to fulfilling the duties and obligations of the Contractor to the Department under the Master Contract.

3. The Department’s approval of a subcontract does not relieve the Contractor of its duty to perform under the Master Contract.

4. The Department shall be deemed a “third party beneficiary” to the subcontract.

H.2.1 Insurance

The Contractor shall require all subcontractors to obtain, maintain, and keep insurance coverage in force in accordance with accepted industry standards and the Contract during the time they are engaged hereunder.

H.2.2 Historically Underutilized Business (HUB)

A HUB Subcontracting Plan (HSP) is not required for this solicitation. Although the Department has not identified probable subcontracting opportunities for this contract, Respondents are highly encouraged to consider any and all subcontracting opportunities for which Historically Underutilized Businesses (HUBs) may compete. Respondents should self-report HUB subcontracting using the form or another format.

It is strongly recommended that Respondents contact the TDCJ HUB department for assistance in completing the HUB Subcontracting forms. Forms may be obtained from the TDCJ HUB department.

The TDCJ HUB department contacts are Jemelle Spivey, (936) 437-3774, Yolanda Crawford, (936) 437-3777, and email address: hub@tdcj.texas.gov.

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H.4 BOOKS AND RECORDS

All records and documents pertinent to the Services contracted hereunder shall be kept for a minimum of seven years after the expiration or termination hereof. If any litigation, claim, or audit involving these records begins before the retention period expires, the Contractor must continue to retain said records and documents until all litigation, claims, or audit findings are resolved, meaning that there is a final Court Order from which no further appeal may be made, or a written agreement is entered into between the Department and the Contractor.

H.5 ORGANIZATIONAL AND NAME CHANGE

The Contractor shall submit written notification to the Department within 30 Days of any changes in the Contractor’s name, address, telephone number, facsimile number and/or e-mail address with an effective date of such change. The Contractor shall submit to the Department a copy of any registration “to do business as,” “DBA,” or “also known as,” “AKA,” and any legal corporate name change filed with the Secretary of State.

H.6 FREE EXERCISE OF RELIGION

The Contractor is prohibited from substantially burdening an employee’s Exercise of Religion.

H.7 SECURITY

The Contractor’s employees and representatives, vehicles and equipment must be under security surveillance at all times and are subject to inspection at any time while on state property. The Contractor agrees to abide by all Department Policies and unit rules and regulations on state property. These rules, in part, prohibit the introduction of alcohol, narcotics, weapons, gambling paraphernalia, pagers and cellphones to any state property. This includes having these items in personal vehicles of on-site employees. The Contractor’s employees may not carry more than $35.00 in cash into any Department Facility. Tobacco products are strictly prohibited on the Department units but are allowed in the personal vehicles of on-site employees or in designated smoking areas. All vehicles must be kept locked when not in use and the Contractor’s employees must stay with the vehicle when it is unlocked.

Section I

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SECTION I – CONTRACT CLAUSES

I.1 ADVERTISING OF AWARD

The Contractor agrees not to refer to awards in commercial advertising in such a manner as to state or imply that the product(s) or Service(s) provided are endorsed or preferred by the Department or is considered by the Department to be superior to other products or services.

I.2 DEFAULT AND TERMINATION

I.2.1 Default by the Contractor

Each of the following shall constitute an Event of Default on the part of the Contractor:

A. A Material Failure to keep, observe, perform, meet, or comply with any covenant, agreement, term, or provision of this Contract to be kept, observed, met, performed, or complied with by the Contractor hereunder, when such failure continues for a period of 20 Days after the Contractor’s receipt of written notice thereof;

B. A Material Failure to meet or comply with Department Policy, any court order, federal or state requirement or law, when such failure continues for a period of 20 Days after the Contractor’s

C. A Material Failure to comply with any Department Policy for which the Contractor has been expressly required to comply and for which the Contractor has not received a prior written waiver from the Department, when such failure continues for a period of 20 Days after the Contractor’s

D. Insolvency of the Contractor as evidenced by any of the following occurrences:

1. Its inability to pay its debts;

2. Any general assignment for the benefit of creditors;

3. Any decree or order appointing a receiver or trustee for it or substantially all of its property to be entered and, if entered without its consent, not to be stayed or discharged within 60 Days;

4. Any proceedings under any law relating to bankruptcy, insolvency, or the reorganization or relief of debtors to be instituted by or against it and, if contested by it, not to be dismissed or stayed within 60 Days; or

5. Any judgment, writ of attachment or execution, or any similar process to be issued or levied against a substantial part of its property which is not released, stayed, bonded, or vacated within 60 Days after issue or levy.

E. The discovery by the Department that any statement, representation or warranty in this Contract is false, misleading, or erroneous in any material respect; or

F. A failure by the Contractor to comply with contractual terms and conditions, resulting in a breach of security or health and safety standards. This Event of Default may result in the immediate termination of this Contract.

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I.2.2 Further Opportunity to Cure

A. If an Event of Default of the type specified in Section I.2.1 occurs and the Contractor reasonably believes that such Event of Default cannot be cured within the 20 Days allowed in Section I.2.1 but that such Event of Default can be cured through a diligent, on-going, and conscientious effort on the part of the Contractor, within a reasonable period not to exceed three months, then the Contractor may, within the 20 Day cure period, submit a detailed plan for curing the Event of Default to the Department.

B. Upon receipt of any such plan for curing an Event of Default, the Department shall promptly review such plan and at its discretion, which must be reasonable in the circumstances, may allow, or not allow, the Contractor to pursue such plan of cure.

C. The decision of the Department will be communicated in writing to the Contractor.

D. The Department agrees that it will not exercise its remedies thereunder with respect to such

Event of Default for so long as the Contractor diligently, conscientiously, and timely undertakes to cure the Event of Default in accordance with the approved plan.

E. If the Department does not allow the Contractor an extension of the cure period, the 20 Day time period shall be tolled during the period of time the request is pending before the Department.

I.2.3 Remedy of the Department

When an Event of Default by the Contractor has been determined to exist, the Department’s Authorized Representative will notify, in writing, the Contractor of such Event of Default, and subject to the provisions of Section I.2.2, the Department will have the right to pursue any remedy it may have by law or inequity including, but not limited to:

A. Reducing its claim to a judgment;

B. Taking action to cure the Event of Default, in which case the Department may offset against any

Payments owed to the Contractor all reasonable costs incurred by the Department in connection with its efforts to cure such Event of Default;

C. Withholding of funds as authorized in Section G.4.2; or

D. Exercising a Termination for Default.

1. In the event of Termination for Default the Department shall offset against Payments owed to the Contractor any reasonable amounts expended by the Department to cure the Event of Default.

2. The Department will have no further obligations to the Contractor after such termination.

3. The Department may also acquire, in the manner the Department considers appropriate, Services similar to those terminated and the Contractor will be liable to the Department for any increase in costs for those Services.

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I.2.4 Termination for Convenience

The Department may, in its sole discretion, terminate this Contract, with or without cause, by providing the Contractor with 60 Days prior written notice of such termination.

I.2.5 Termination by Mutual Agreement

The parties may terminate this Contract by mutual agreement, the terms of which shall be set forth in writing.

I.2.6 Termination for Unavailability of Funds

The payment of money by the Department or the State under any provisions hereof is contingent upon the availability of funds appropriated by the Legislature to an agency or department of the State to cover the provisions hereof. Neither the State, the Department nor its elected officials, officers, employees, agents, attorneys or other individuals acting on behalf of the State, make any representations or warranty as to whether any appropriation will, from time to time during the term of this contract, be made by the Legislature of the State. The Contractor acknowledges that the Department does not receive a "line item appropriation".

If the funds appropriated are not sufficient to pay for the Department's operating expenses, contractual obligations and other financial obligations, the Department, in its sole discretion, will determine what operating expenses, contractual obligations and other financial obligations it will pay. In the event the Department determines it was not appropriated sufficient money; the Department may terminate this contract without paying the Contractor any additional money or penalty; provided that the Department will pay the Contractor for obligation that occurred up to the time of termination.

I.2.7 Termination Procedures

A. Upon Termination for Default, Termination for Convenience, Termination by Mutual Agreement, as heretofore mentioned, or Termination for Excess Obligations (Exhibit J.1, paragraph Y), the following procedures will be adhered to:

1. The Department will immediately notify the Contractor in writing specifying the effective termination date.

2. After receipt of the Notice of Termination, the Contractor shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due at that point in the Contract:

a. Place no further subcontracts or orders in support of this Contract;

b. Terminate all subcontracts; and

c. Cancel all orders as applicable.

B. Upon termination, the Contractor shall be entitled to receive from the Department, Payment for all Services satisfactorily furnished under this Contract up to and including the date of termination.

Claims submitted after 180 Days from the date of termination will not be considered.

I.2.8 Default by the Department

Each of the following shall constitute an Event of Default on the part of the Department if not cured by the Department within 20 Days after receiving written notice thereof:

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A. Failure by the…