ESBD_435757_1752590431620_304-26-0239TT SoftwareAG Mainframe Software.pdf

RFO # 304-26-0239TT: SoftwareAG Mainframe Software Maintenance & Related Services Page 1 of 43 Rev. 9/8/2023

Texas Comptroller of Public Accounts

Kelly Hancock, Acting Comptroller

Request for Offers

Software AG (USA) Inc.

Software Maintenance and Related Services

RFO No. 304-26-0239TT

July 31, 2025

Anticipated Schedule of Events

July 15, 2025 Issuance of RFO

July 24, 2025 Deadline for Submission of Questions (2:00 p.m., CT)

July 28, 2025 Release of Official Responses to Questions

(or as soon thereafter as practical)

July 31, 2025 Deadline for Submission of Offers (2:00 p.m. CT)

Late Offers will not be considered

September 1, 2025 Services Commencement Date

(or as soon thereafter as practical)

RFO # 304-26-0239TT: Software AG Mainframe Software Page 2 of 43 Rev. 6/27/23

Table of Contents

I. Summary

II. Specifications

A. Introduction

B. Background

C. Definitions and Acronyms

D. Scope of Services

E. Contract Resulting From This Solicitation; Order of Priority

F. Warranty of Performance

G. Security Incident Notification

H. Insurance and Bonds

I. Criminal Background Investigation

J. Contract Term

K. Invoice Acceptance Criteria

L. Payments

M. Discounts

N. PO Addition and Deletion

O. HUB Subcontracting Plan Information

P. Respondent Documents

Q. Respondent Exceptions

R. Respondent’s Past Performance

III. Offer Submission Requirements

A. Delivery of Offer

B. Offer Content and Format

IV. Mandatory Price Sheet

V. Standard Terms and Conditions

VI. Execution of Offer

VII. Conflict of Interest/Disclosure Statement

VIII. Nondisclosure Agreement

IX. Confidential Treatment of Information Acknowledgment

X. Certification Regarding Public Nature of the Offer

XI. Respondent Exceptions Response Template

XII. Contractor Cybersecurity Training Attestation Form

XIII. Vendor Reference ....................................................................................... Error! Bookmark not defined.

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I. Summary

1. Type of Solicitation: Request for Offers (RFO)

2. Issuing Office: Texas Comptroller of Public Accounts (CPA)

Procurement Section

Room 300, Attn: RFO No. 304-26-0239TT

111 E. 17th Street

Austin, Texas 78774

OR Texas Comptroller of Public Accounts

Procurement Section

Attn: RFO No. 304-26-0239TT

P.O. Box 12050

Austin, Texas 78711-2050

3. Additional Requirements/Qualifications: N/A

4. Responses to RFO: Sealed Competitive Offers

5. Deadline for Offers: In Issuing Office No Later Than:

July 31, 2025; 2:00 p.m., Central Time (CT)

6. Initial Contract Term: September 1, 2025 to August 31, 2026

7. CPA Optional Contract Terms: September 1, 2026 through August 31, 2027

September 1, 2027 through August 31, 2028

September 1, 2028 through August 31, 2029 and

September 1, 2029 through August 31, 2030

8. CPA Contact Person for this RFO: Terri Thomas, CTPM, CTCD

Email: bidcpa@cpa.texas.gov

9. Offers Submitted by Email: Required; See Section III, Part A

10. Offers Submitted by Fax: Not Accepted

11. Pre-Offer Conference: N/A

12. Pre-Offer Inspection: N/A

13. Letters of Intent to Submit an Offer: N/A

14. RFO Addenda: Notices of changes to items directly impacting the original RFO or solicitation process will be posted on the Electronic State Business Daily

(ESBD) located at: http://www.txsmartbuy.com/esbd. CPA will post any amendment to this solicitation on the ESBD as an RFO Addendum. It is the responsibility of an interested party to check the ESBD for updates to this RFO before submitting an Offer. Each Respondent is solely responsible for verifying CPA’s receipt of its questions, if applicable, and its Offer by the deadlines specified in this RFO.

15. Questions and Answers: Questions regarding this RFO must be in writing and must be submitted to the CPA Contact Person specified in Part 8, no later than July 24, 2025; 2:00 p.m. CT. Telephone inquiries will not be accepted.

Questions may be submitted by email to the email address specified in

Part 8. CPA intends to post answers to the questions received on the

ESBD on July 28, 2025, or as soon thereafter as practical.

mailto:bidcpa@cpa.texas.gov http://www.txsmartbuy.com/esbd

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16. Evaluation of Offers. Offers will be evaluated under the Best Value Standard (Section 2157.003 of the Texas

Government Code):

Criteria Weight

Respondent’s Past Performance, Qualifications & Experience 20%

Compliance with CPA Specifications 50%

Cost 30%

Total: 100%

As applicable, the factors listed in Sections 2155.074, 2155.075, 2156.007, and 2157.003 of the Texas Government Code shall also be considered in making an award.

18. Electronic Offers Only. Due to changed building access restrictions, Respondents will not be permitted to hand deliver

Offers to the Issuing Office. Respondents are required to submit Offers electronically via email in accordance with Section

III, Part A.

19. Contact with CPA Staff: Upon issuance of this RFO, employees and representatives of CPA, other than the CPA Contact

Person identified in Part 8, will not discuss the contents of this RFO with any Respondent or its representatives. Failure of a Respondent or any of its representatives to observe this restriction may result in disqualification of any related

Offer. This restriction does not preclude discussions between the parties to conduct business unrelated to this procurement or to obtain assistance completing Historically Underutilized Business (HUB) forms required by this RFO.

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II. Specifications

A. Introduction

The Texas Comptroller of Public Accounts (CPA), an agency of the State of Texas, issues this Request for Offers (“RFO”) to solicit offers from qualified vendors for Software AG (USA) Inc, Software Maintenance and Related Services, as described in this Section II and in this RFO (Services). CPA’s objective is to obtain the Services that represent the best value for CPA and the State of Texas, according to the terms and conditions of this RFO.

CPA anticipates making a contract award to one (1) Successful Respondent for the Services. CPA reserves the right not to award a Contract for the performance of all or part of the Services. This RFO is not exclusive and CPA reserves the right to issue additional solicitations regarding the Services or similar services at any time. All

Respondents are encouraged to offer their best pricing at all times.

All costs associated with the Services must be included in the Respondent’s Offer. Offers that do not meet all of the requirements or contain all of the required documentation specified in this RFO may be rejected as non-responsive.

CPA understands that the requested items in this RFO may be proprietary to one vendor under Section 2155.067 of the Texas Government Code; however, CPA strongly encourages Offers from all qualified Respondents that may be able to provide the Services.

B. Background

CPA’s mainframe software portfolio includes Software AG Licensed Software. The existing contract for Software

Maintenance and Technical Support Services for Software AG Licensed Software used by CPA will expire August 31, 2025.

CPA has identified a continuing need for Software Maintenance and Technical Support Services for the Software AG

Licensed Software used by CPA and seeks to meet this need through issuance of this RFO and a resulting Contract.

CPA’s current mainframe computer environment and anticipated changes to the mainframe computer environment during the Contract Term are noted in Table 1 (Mainframe Capacity Schedule). CPA anticipates migrating to a new mainframe Machine prior to December 1, 2025 with completion date of the migration project subject to change.

Table 1: Mainframe Capacity Schedule

Dates Machine MIPS* S/W MSU*

09/01/2025 through 11/22/2025 IBM z15 T01 8561-504 2858 353

11/23/2025 through 08/31/2030 IBM z17 ME1 9175-503 2900 358

*Capacity Ratings based on IBM z CPU Chart

CPA processing includes capped sub-capacity during non-peak periods and higher capped sub-capacity during four (4) short peak periods each year as follows:

a) Non-peak Usage: During all periods (i.e., at least 8 months per each FY) not included in Peak Usage, CPA’s capped sub-capacity is 292 MSU.

b) Peak Usage: During certain periods in the months of October, January, April, and July each FY, CPA’s capped sub-capacity is 333 MSU.

C. Definitions and Acronyms

• Award Date. The Award Date is the earlier of the date an authorized representative of CPA (1) issues a Purchase

Order (PO) or (2) signs a formal, written agreement.

• Contract. The agreement, if any, described in Section II, Part E (Contract Resulting from this Solicitation/Order of

Priority).

• CPA Contract Manager. The end-user division contact responsible for day-to-day contact with Successful

Respondent; contact details to be provided by CPA after the Award Date and/or in the Contract.

• CPA. Texas Comptroller of Public Accounts.

• CT. Central Time.

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• Error Correction. The correction of software malfunctions due to development, coding, or configuration issues that prevent the software application from operating as designed.

• Fiscal Year (FY). The State of Texas and CPA’s fiscal year that begins on September 1 and ends on August 31 of the following year.

• MIPS. A unit of computing speed measured as a Million Instructions Per Second.

• MSU. A measurement of the amount of processing work, in Million Service Units, a computer can perform in one hour.

• IP Rights. All intellectual property rights, including copyrights, patents, trade secrets, trademarks, and other proprietary rights that are embedded in or used in connection with the Licensed Software and the Licensed Software

Documentation.

• Licensed Software. The version of the software application(s) provided under a contract resulting from this RFO in

Object Code form, and any released Software Upgrades, Software Updates, Software Enhancements/Releases, Software Patches/Fixes, Error Corrections, and customizations of such version.

• Licensed Software Documentation. The complete set of operating manuals necessary to enable CPA to properly install and use the Licensed Software, including but not limited to all updates, revisions, and corrections to the manuals.

• Object Code. The machine code that can be directly executed by a computer’s central processing unit.

• Offer. A response to this RFO.

• Parallel Sysplex. A clustering technology used in IBM z/OS mainframes that allows multiple Z/OS systems/copies to operate together as a single, coordinated executing z/OS image.

• Respondent. A person or entity that submits an Offer.

• Software Enhancement/Release. A change to a software application, intended to increase functionality, productivity, compatibility, and/or improve the user interface.

• Software Maintenance and Related Services (Services). All of the Licensed Software, Software Maintenance and

Technical Support, Licensed Software Documentation, and other items listed in this Section and this RFO. The term includes, but not is not limited to, fees, shipping, freight handling, and any other services associated with Successful

Respondent’s performance under any contract resulting from this RFO.

• Software Patch/Fix. Addition to a piece of code, usually as an immediate remedy to an existing software application error or defect. A software patch or fix is usually a temporary measure until a more permanent solution is implemented with a Software Enhancement/Release and/or version update.

• Software Update. Any (a) commercially available versions of the Licensed Software with a version number designated to the right of the decimal point such as 1.1, 1.2, 1.3, etc., and (b) any subsequent variation of the Licensed

Software which provides essentially the same functionality and accomplished substantially the same tasks as the

Licensed Software but which the software publisher releases under a different name or label.

• Software Upgrade. A commercially available newer version of the Licensed Software typically designated by the number to the left of the decimal point such as 1.0, 2.0, 3.0, etc.

• Sub-capacity Licensing. Designated software is charged based on the CPU usage, rather than the full capacity of the mainframe.

• Successful Respondent. The Respondent awarded a contract resulting from this RFO.

D. Scope of Services

D.1 General.

A. Successful Respondent shall provide Services and access rights to the software products listed on the Mandatory

Price Sheet in Section IV of this RFO in accordance with the terms of this RFO.

B. The Licensed Software provided by Successful Respondent must be able to operate on CPA’s current environment:

IBM z15 T01 8561-504, IBM mainframe computer. It is anticipated that CPA will migrate to a new mainframe prior to December 2025. CPA is considering the IBM z17 9175 ME1 503. The current mainframe and the proposed mainframe with associated capacity ratings are specified in Table 1: Mainframe Capacity Schedule.

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C. If the Licensed Software requires the use of a hardware key, dongle, or other device which prevents the production copy of the Licensed Software from being transferred to another device, then Successful Respondent shall provide sufficient copies of the Licensed Software to enable CPA to use the Licensed Software for disaster recovery, test, and development purposes. Refer to Part D.5 (License Grant).

D. Any Licensed Software must be able to operate in a Parallel Sysplex environment and must be compatible with

IBM z/OS 2.5 or higher, JES3Plus, RACF, IBM Db2 for z/OS 12 or higher, and IBM CICS Transaction Server for z/OS 6.1 or higher, and COBOL 4.2 or higher.

E. CPA’s peak processing periods are January, April, July, and October, at which time CPA’s mainframe is capped at

333 MSUs. The remaining eight (8) months are capped at 292 MSUs.

F. Price Schedules.

Costs associated with the Services included in Respondent’s Offer must include all of the following fees and costs:

Licensed Software costs, Software Maintenance and Technical Support, Licensed Software documentation, and any other costs to be included in the Contract. Unless Respondent clearly specifies otherwise on the Mandatory Price

Sheet, the pricing associated with the Services also includes all hardware upgrade fees.

D.2 Software Maintenance and Technical Support.

A. Successful Respondent shall provide Software Maintenance and Technical Support as defined in this RFO for all of the Licensed Software. Software Maintenance and Technical Support includes, but is not limited to, the following:

telephone and on-line support, Error Corrections, Software Updates, Software Upgrades, Software Patches/Fixes, Software Enhancements/Releases, extensions, latest features, performance improvements, Licensed Software

Documentation, and technical library CD series, if applicable.

B. Successful Respondent shall provide qualified personnel to be available to CPA by telephone, email, or website for the reporting of problems or issues with the Licensed Software or Software Maintenance and Technical Support. All

Software Maintenance and Technical Support must be unlimited during the term of the Contract.

C. Successful Respondent shall provide a help-desk toll-free telephone number, email, or website for the reporting of problems or issues with the Licensed Software. Successful Respondent shall provide support twenty-four (24) hours per day seven (7) day a week. Successful Respondent shall allow a maximum of ten (10) authorized CPA contacts to report problems or issues to Successful Respondent’s help-desk. Upon request of Successful Respondent, CPA will provide the list of authorized support staff.

D. Software Patches/Fixes and Software Updates must be accessed and initiated by CPA from the Successful

Respondent’s online technical portal. Successful Respondent must send all Software Patches/Fixes release notifications to CPA’s software licensing email address listed on CPA’s purchase order.

E. CPA personnel will perform all Licensed Software installation during the term of the Contract. If CPA experiences problems associated with the installation of the Licensed Software, Successful Respondent must provide and have available technical support personnel that will respond immediately. The Licensed Software will be deemed installed when all programs, program libraries, databases, and user interfaces are functional for the appropriate machine for which the software is licensed and when CPA demonstrates that Licensed Software is executable by invoking the primary function of each major component required to execute properly in CPA’s environment.

D.3 Response Times

Successful Respondent shall respond to service requests in accordance with the priority and within the maximum response times listed in Table 2: Maximum Response Times. Response Time is defined as the period between Successful

Respondent’s receipt of a service call from CPA and the time until Successful Respondent’s service technician responds with repair efforts underway. Repair Time is defined as the timeframe for Successful Respondent to complete the

Software Maintenance and Technical Support Services required to return the affected systems to normal operations.

CPA, in its sole discretion, will determine the service priority reporting of problems or issues with the Licensed

Software. In its Offer, Respondent must detail the response time for problem or trouble resolution for these problem reports.

Table 2: Maximum Response Times

PRIORITY

LEVEL

DESCRIPTION

MAX

RESPONSE

TIME

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Priority 1

(P1) –

Critical

a. Total outage or an outage of a critical component that renders the software unusable or unable to perform pending critical tasks.

b. Security issue that affects the production environment.

4 hrs.

Priority 2

(P2) – High

a. Performance degradation or diminished processing, capacity, or functionality that affects multiple users within the production environment.

b. Issue that affects fulfillment of a pending deadline or causes staff to be idle.

12 hrs.

Priority 3

(P3) –

Medium

a. Performance issue related to non-production environments, non-critical issue that is time sensitive, or non-impacting issue requiring additional troubleshooting.

b. Issue that does not affect current work but will affect customer’s ability to perform work within one business day.

c. Frequent issue of minor importance yet obviously affecting work efficiency.

48 hrs.

Priority 4

(P4) –

Low

a. Request for information prior to diminished processing, capacity, or functionality.

b. Low frequency error of marginal importance.

c. Minor problem that requires research, testing, or cooperative effort to resolve.

72 hrs.

D.4 Escalation Protocol

In its Offer, Respondent must propose for CPA’s consideration an escalation protocol for collaboratively resolving issues encountered during the term of the Contract. The proposed escalation process protocol must explain how issues or complaints are prioritized and resolved. This protocol shall include (1) an organization chart addressing topics such as specific steps to be taken on top priority issues or disputes arising due to untimely response to system down or critical malfunction remedial repair requests and (2) any other top priority service requirements of the Contract which are not met.

D.5 License Grant

A. Successful Respondent acknowledges that CPA is an agency of the State of Texas and CPA’s business operations include any activities consistent with its statutory authority.

B. Under the contract, Successful Respondent grants CPA a non-exclusive, irrevocable, universal license to the IP Rights for the purposes of (1) using, displaying and performing the Licensed Software in connection with CPA’s network;

(2) using, displaying and performing the Licensed Software in connection with backup and disaster recovery procedures in the event of destruction or corruption of the Licensed Software or disasters or emergencies which require

CPA or any of its affiliates to initiate disaster recovery procedures; (3) using one copy of the Licensed Software for test and development purposes in a non-production environment; and (4) making, reproducing and distributing the

Licensed Software copies and related documentation, either electronically or otherwise, to the extent necessary to fully utilize the license rights granted in (1), (2), and (3). CPA shall not permit any Licensed Software to be used by any other person, except for employees, agents, consultants, outsourcing companies, and contractors who need to use the Licensed Software in the performance of their duties for CPA and who are authorized and enabled by CPA, under

CPA’s written agreement, to access and utilize the Licensed Software.

C. For disaster recovery purposes, Successful Respondent grants CPA the right to install the Licensed Software on I equivalent capacity equipment that is located at an installation site that is (a) owned or controlled by CPA or (b) owned or controlled by a third party with which CPA has contracted to provide disaster recovery services. The use of disaster recovery copies shall be limited (a) for the purpose of conducting disaster recovery testing and (b) during any period subsequent to the occurrence of an actual disaster or other event during which CPA is unable to operate the Licensed

Software on the hardware located at its designated primary site. Successful Respondent shall provide temporary licenses, passwords, and any other items or devices that are necessary to enable CPA to conduct, at CPA’s sole discretion, two (2) hot site tests per fiscal year on equivalent capacity equipment (a) owned or controlled by CPA or

(b) owned or controlled by a third party contracted by CPA to provide disaster recovery services.

D.6 Licensed Software Documentation

Successful Respondent shall provide to CPA at least one (1) copy of the Licensed Software documentation via online or hardcopy for each of the Licensed Software provided. Successful Respondent shall provide CPA either (1) written approval which authorizes CPA to make additional copies of the documentation at no charge or (2) access to additional copies of the documentation at no charge. CPA will restrict distribution of the Licensed Software documentation to those

RFO # 304-26-0239TT: Software AG Mainframe Software Page 9 of 43 users with a “Need to Know” classification. CPA shall not remove, deface, or otherwise obscure any copyright, patent, trademark, service mark, or other proprietary legend (Proprietary Legends) on the Licensed Software or the documentation. Furthermore, CPA shall include such Proprietary Legends in any reproductions of either the Licensed

Software or the Licensed Software Documentation that CPA is permitted to make.

D.7 Optional Features, Products, and Services.

Respondents are encouraged to submit and describe in detail in their Offers optional features, products or services that would benefit CPA but are not part of the minimum requirements of this RFO. Optional features, products, or services, may include additional training, additional maintenance, perpetual software licenses, increased service levels, etc. In its Offer, Respondent must describe with specificity any proposed optional features, products, or services. For pricing associated with optional items that exceed the minimum requirements of this RFO, Respondent must include the line item cost associated with each proposed optional feature, product, or service in the “Optional Features, Products, or

Services” pricing portion of Section IV (Mandatory Price Sheet) of this RFO.

CPA is particularly interested in receiving proposed offers for clearly defined alternative pricing strategies that provide a cost-effective approach to address CPA’s peak processing periods. Refer to paragraph B in Section II, Part D.2 (Price

Schedules) of the RFO.

D.8 CPA Data Safeguard Standards.

D.8.1 CPA Data Safeguard Standards.

a. Defined Terms. The term “CPA Data” refers to CPA’s information as well as other entity information in the possession of CPA that is processed, stored, or transmitted by a computer. CPA Data includes all data that is generated by

Successful Respondent in performance of a contract with CPA. The term “CPA Information System” refers to those devices, software, networks and related infrastructure that CPA owns, operates or has obtained for use to conduct CPA business. Devices include, but are not limited to, CPA-owned or managed storage, processing, and communications devices, as well as personally owned devices.

b. Access to CPA Data. Successful Respondent represents and warrants that it will implement, maintain, and use appropriate administrative, technical, and physical safeguards to preserve the confidentiality, integrity, and availability of CPA Data. Successful Respondent will not collect, access, use, disclose, or retain CPA Data other than as necessary to perform the services specified in a contract resulting from this solicitation or as otherwise authorized in writing by

CPA. Successful Respondent will restrict access to CPA Data to only those personnel who must have the information on a “need to know” basis. Successful Respondent will not use CPA Data, or any information derived from CPA Data, for its own benefit or the benefit of any other person or entity. Successful Respondent will not share CPA Data with its parent company or other affiliate without CPA’s express written consent.

c. Web-Based Remote Access to CPA Information Systems. Successful Respondent may use third-party web-based remote access connections to CPA Information Systems to provide support services under the following conditions:

1. CPA shall affirmatively initiate and accept Successful Respondent’s connections to CPA Information Systems.

2. CPA shall monitor Successful Respondent’s connections to CPA Information Systems for the duration of the

Services.

3. CPA shall terminate Successful Respondent’s connections to CPA Information Systems upon completion of the

Services.

d. Reserved.

e. Reserved.

f. Location of CPA Data. Successful Respondent shall ensure that CPA Data (i.e., primary and backup) remains, at all times, within the continental United States. Successful Respondent shall receive, process, transmit, and store all CPA

Data within the continental United States. Successful Respondent’s point of access to CPA Data shall be within the continental United States.

g. Encryption Standards.

1. Successful Respondent shall encrypt CPA Data in transit and at rest. Data in transit means data is moving via email, in applications, or through browsers and other web connections. Data at rest (including data backups) means data is stored in databases, the cloud, removable media, or mobile devices.

2. Successful Respondent shall utilize encryption standards that are FIPS 140-2 compliant or, upon the written approval of CPA’s Chief Information Security Officer, shall meet the intent of the standards as described in FIPS

140-2.

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3. The minimum cryptographic algorithm used by Successful Respondent must be Advanced Encryption Standard

(AES) 128 or higher (256 AES is preferred).

4. Successful Respondent shall encrypt CPA Data transmitted over a public or private network. CPA approved data encryption transmission protocols include the following: (1) SFTP (FTP over SSH), (2) FTPS (FTP over TLS),

(3) HTTPS (HTTP over TLS), and (4) virtual private network.

h. Reserved.

i. Auditable Information Security Framework. Successful Respondent shall secure its own and its third-party service providers’ systems (e.g., IT service provider, Cloud Service Provider) in a manner consistent with an auditable information security framework e.g., National Institute of Standards and Technology (NIST), International

Organization for Standardization (ISO) 27001.

j. Defects and Vulnerabilities. Upon Contract award and during the term of the Contract, Successful Respondent shall provide CPA with prompt, written notice upon Successful Respondent’s discovery of any product defects and vulnerabilities of the proposed Licensed Software/Solution that allow an attacker to violate an explicit (or implicit) security policy to achieve some impact or consequence. Examples of vulnerabilities include defects that allow intruders to gain increased levels of access or interfere with the normal operations of information systems.

Vulnerabilities caused by insecure configurations, design choices, and changing environmental conditions are additional examples.

k. Supply Chain Risk Management. Successful Respondent shall provide CPA’s Contract Manager a description of how it manages supply chain risks. Specifically, Successful Respondent shall describe its established agreements and procedures with entities involved in the supply chain for the notification of supply chain risks, compromises, and the result of assessments or audits. During the term of the contract, Successful Respondent shall provide CPA’s Contract

Manager prompt, written notice of supply chain risks that impact the delivery of the products and services of the

Contract. Examples of supply chain risks include supplier financial failure, production control/product quality, market supply and demand, labor disputes/shortages, cybersecurity threats, natural disasters. Successful Respondent shall notify CPA of a supply chain compromise and potential compromise in accordance with Section G Security Incident

Notification.

l. Reserved.

m. Media Sanitization. Successful Respondent shall sanitize information system media, both digital and non-digital, in accordance with NIST Special Publication 800-88 (Guidelines for Media Sanitization) when CPA Data in the custody of Successful Respondent is no longer required to be retained by contract with CPA. Successful Respondent must maintain a record documenting each sanitization procedure that, at a minimum, includes the following information:

(i) date sanitization completed, (ii) description of the item(s), serial number(s), inventory control number(s), if applicable, and (iii) sanitization method used. No later than sixty (60) calendar days from contract expiration or termination or as otherwise specified in the Contract, Successful Respondent must either (i) complete the sanitization and submit via email to the CPA Contract Manager all sanitization documentation or (ii) submit a written statement via email to the CPA Contract Manager explaining the reason that destruction of CPA Data by Successful Respondent is technically impossible or impractical. Successful Respondent’s obligations set forth in this clause survive the termination or expiration of the contract as long as Successful Respondent retains CPA Data.

n. Third-Party Service Providers. It is Successful Respondent’s sole responsibility to ensure that its access and the access

Successful Respondent grants to its service providers to CPA Data or CPA Information Systems does not result in unauthorized access to CPA Data or CPA Information Systems.

o. Reserved.

p. Reserved.

q. Reserved.

r. Reserved.

s. Reserved.

t. Reserved.

RFO # 304-26-0239TT: Software AG Mainframe Software Page 11 of 43

u. Reserved.

D.8.2 Liquidated Damages. In submitting an Offer, Respondent agrees that the measure of damages in the event of a default or breach of contract by Successful Respondent may be difficult or impossible to calculate. In the event Successful

Respondent fails to perform Services or complete the obligations under the Contract in a timely manner, CPA may require Successful Respondent to pay, as liquidated damages and not as a penalty, an amount equivalent to two percent

(2%) of the total cost for Services or obligations not completed as required by the Contract per calendar day of delay.

CPA may impose, but is not obligated to impose, these liquidated damages in lieu of any monetary damages available to CPA under the Contract or applicable law.

E. Contract Resulting From This Solicitation; Order of Priority

Respondent’s Offer is a legal offer to contract based upon the terms, conditions, and specifications set forth in this RFO.

A contract award by CPA may be by (1) valid PO or (2) a formal, written agreement between CPA and Successful

Respondent. The Contract is effective as of the Award Date and will be between CPA and the Successful Respondent. The entire Contract between CPA and Successful Respondent shall consist of the following documents, which shall control in the following order of priority, except as otherwise provided in the formal signed agreement or PO: (1) the PO and PO

Change Notices, if any; (2) the formal, signed agreement, if any; (3) this RFO; and (4) Successful Respondent’s Offer

(collectively, the “Contract”).

F. Warranty of Performance

Successful Respondent represents and warrants that its performance under the Contract shall be conducted conscientiously in a professional and workmanlike manner to the full extent of Successful Respondent’s talents and capabilities with due diligence and in full compliance with the highest professional standards of practice in the industry applicable to the

Services.

G. Security Incident Notification

Successful Respondent shall have policies and procedures for the effective management of Security Incidents, which shall be made available to CPA upon written request. Within twenty-four (24) hours of Successful Respondent’s discovery or reasonable belief that there has been an event which results in the accidental or deliberate unauthorized access, loss, disclosure, modification, disruption, or destruction of confidential CPA information (“Security Incident”), Successful

Respondent shall provide notice to CPA by calling (800) 531-5441 EXT 34357. Until the investigation is complete, Successful Respondent shall submit, on a daily basis or as otherwise agreed by CPA, a written report via encrypted email to security.alerts@cpa.texas.gov that includes, at a minimum, the following:

• Date and time incident occurred,

• Date and time incident detected,

• Date and time incident contained,

• Address where incident occurred,

• Name of person(s) that discovered incident,

• Description of how Successful Respondent discovered incident,

• Type of CPA information involved,

• Description of the nature of the incident,

• Description of the steps Successful Respondent has taken or will take to investigate incident,

• Description of the steps Successful Respondent has taken or will take to mitigate any negative impacts of incident,

• Information technology involved (e.g., laptop, server, mainframe),

• Description of steps taken to preserve computer evidence and maintain chain of custody, and

• Description of corrective action Successful Respondent has taken or will take to prevent future incidents.

Successful Respondent shall coordinate all media or other breach notifications with CPA in advance of such notification(s), unless expressly prohibited by law. Subject to review and approval of CPA, Successful Respondent shall provide notice at its own cost that satisfies the requirements of applicable law to individuals whose information was compromised or likely compromised as a result of the Security Incident. If CPA, in its sole discretion, elects to send its own separate notice, then all costs associated with preparing and providing the notice shall be reimbursed to CPA by Successful Respondent. If

Successful Respondent does not reimburse such costs within thirty (30) days of CPA’s written request, then CPA shall mailto:security.alerts@cpa.texas.gov

RFO # 304-26-0239TT: Software AG Mainframe Software Page 12 of 43 have the right to collect such costs. CPA reserves the right to conduct an independent investigation of any Security Incident, and should CPA choose to do so, Successful Respondent shall cooperate fully with CPA and assume responsibility at its own expense for making personnel, resources, and systems access available to CPA and CPA’s authorized representative(s).

H. Insurance and Bonds

Successful Respondent represents and warrants that it shall obtain and maintain the following coverages throughout the term of the Contract and that all coverages shall be with companies licensed in Texas with an “A” rating from A.M. Best

Co. authorized to provide the required coverages:

• Blanket Employee Dishonesty Bond or Employee Dishonesty Coverage under a liability insurance policy with a minimum $25,000 for each individual who will provide Services. A rider or endorsement shall name the Texas

Comptroller of Public Accounts as loss payee or additional named insured under the respective bond or policy;

• Standard Workers Compensation Insurance covering all individuals who will provide Services;

• Commercial General Liability Insurance: $1,000,000 minimum each occurrence limit; $2,000,000 minimum aggregate limit; and

• Professional Liability Insurance: $1,000,000 minimum each occurrence limit; $2,000,000 minimum aggregate limit.

All of the above policies and bonds shall contain endorsements prohibiting cancellation except upon thirty (30) calendar days’ prior written notice to CPA. No later than five (5) business days following the Award Date, and on an annual basis thereafter, Successful Respondent shall furnish proof to CPA of such coverage in the form of a Certificate of Insurance from Successful Respondent’s insurance carrier(s) indicating the required coverages. The certificate shall be addressed to

CPA as the certificate holder. Successful Respondent shall submit proof of required insurance coverage via email, referencing the PO number, to the following address: contract.administration@cpa.texas.gov.

I. Criminal Background Investigation

1. Criminal Background Investigation by Successful Respondent. Prior to an Assigned Personnel commencing Services under the Contract, Successful Respondent shall conduct a criminal background investigation and provide written notice via email to CPA’s Criminal Investigation Division of any Assigned Personnel that have any felony criminal conviction(s). If any information related to felony criminal conviction(s) for the Assigned Personnel changes during the Contract term, Successful Respondent shall provide written notice via email to CPA’s Criminal Investigation

Division no later than three (3) business days after Successful Respondent’s discovery of such changed information.

Written notice to CPA’s Criminal Investigation Division shall be submitted to cid.analysts@cpa.texas.gov.

Successful Respondent’s exercise of due diligence in conducting the criminal background investigation shall include, at a minimum, the following: (1) compliance with Successful Respondent’s published policies and procedures for background and criminal conviction checks and (2) a comprehensive search of the public information portion of Texas

Department of Public Safety criminal conviction database located at:

https://publicsite.dps.texas.gov/ConvictionNameSearch/. If Successful Respondent asserts that a search of the Texas

Department of Public Safety criminal conviction database is not appropriate for a particular Assigned Personnel, Successful Respondent must provide written notice via email to CPA’s Criminal Investigation Division that explains the proposed alternate approach for conducting the criminal background investigation.

For purposes of this clause, “Assigned Personnel” includes, without limitation, (1) all individuals provided by

Successful Respondent under the Contract who will or may (a) be assigned as lead or key personnel; (b) provide

Services on-site at CPA’s premises; or (c) access CPA information resources, i.e., the procedures, equipment, and software that are employed, designed, built, operated, and maintained to collect, record, process, store, retrieve, display, and transmit information, and (2) associated personnel, including consultants and contractors. At CPA’s written request, Successful Respondent shall replace Assigned Personnel with any felony criminal conviction(s).

Within five (5) business days of receipt of a written request by CPA’s Criminal Investigation Division during the

Contract term, Successful Respondent shall provide written notice to CPA’s Criminal Investigation Division of any

Assigned Personnel that have any felony criminal conviction(s).

2. Criminal Background Investigation by CPA. At CPA’s discretion, CPA may conduct a criminal background investigation on Successful Respondent’s Assigned Personnel. Should any Assigned Personnel not be acceptable to CPA due to a finding of felony criminal conviction(s) as a result of the criminal background investigation, Successful Respondent shall replace such Assigned Personnel upon CPA’s written request or CPA may terminate the Contract.

mailto:contract.administration@cpa.texas.gov mailto:cid.analysts@cpa.texas.gov https://publicsite.dps.texas.gov/ConvictionNameSearch/

RFO # 304-26-0239TT: Software AG Mainframe Software Page 13 of 43

3. Remedies. If CPA becomes aware that Successful Respondent provided false information, Successful Respondent fails to promptly notify CPA of changed information that related to felony criminal convictions, or Successful Respondents fails to replace Assigned Personnel as required by this Section, Successful Respondent shall be in breach of contract and CPA shall have the option to terminate the Contract without further obligation to Successful Respondent as well as pursue all other remedies and rights available to CPA under contract, at law, or in equity.

J. Contract Term

The initial term of the Contract shall be from September 1, 2025 through August 31, 2026. CPA may, in its sole discretion, exercise the option to extend the Contract for up to four (4) additional, one-(1)-year periods. The optional additional periods are September 1, 2026 through August 31, 2027; September 1, 2027 through August 31, 2028; September 1, 2028 through

August 31, 2029; and September 1, 2029 through August 31, 2030. To exercise the option to extend the term, CPA will notify Successful Respondent; such notice may be by PO or PO Change Notice issuance. Notwithstanding the termination or expiration of the Contract, certain provisions that by their nature are intended to continue beyond the termination or expiration of the Contract, e.g., indemnification, confidentiality, dispute resolution, records retention, CPA data safeguards, State Auditor’s right to audit, and CPA’s right to audit, shall survive the termination or expiration of the

Contract.

K. Invoice Acceptance Criteria

Prior to payment, CPA will evaluate the provided products and/or Services using the following criteria and any additional acceptance criteria provided in the Contract:

1. The products and/or Services must meet all specifications and standards of performance in the Contract; and

2. The products and/or Services must comply with all published specifications.

L. Payments

Payment(s) to Successful Respondent will be based upon the schedule described in Section IV (Mandatory Price Sheet) and the Contract. CPA may, in its sole discretion, process payments on a monthly basis. CPA makes no express or implied warranty whatsoever that any minimum compensation or minimum quantity will be guaranteed under the Contract.

Payment shall be made in accordance with the Texas Prompt Payment Act, Chapter 2251 of the Texas Government Code.

Generally, subject to several exceptions, the Texas Prompt Payment Act requires payments to be made no later than 30 days after the later of the date goods are received, services are completed, or an undisputed invoice is received. Payments will be made to Successful Respondent as provided in Section V (Provision for Direct Deposit or Warrant).

M. Discounts

If Successful Respondent provides a discount on the final Contract costs at any time during the term of the Contract, Successful Respondent will notify CPA in writing ten (10) calendar days before the effective date of the discount. CPA will generate a PO Change Notice (“POCN”) and send it to Successful Respondent. If an early payment discount is available to CPA, then Respondent’s Offer must describe the early payment discount offered and the discount percentage that would apply to CPA’s early payment within ten, fifteen, twenty or twenty-five calendar days after receipt of a correct invoice. Successful Respondent shall also specify any applicable, early payment discount option(s) on each submitted invoice.

N. PO Addition and Deletion

CPA reserves the right, in its sole discretion, to add or delete products or Services during the Contract term. All additions or deletions will be processed through CPA’s Procurement Section by POCN. The rate at the time of the addition or deletion shall be the same as the rate quoted in the Contract for the same model product or Service. The effective date of any addition or deletion will be no later than five (5) business days after receipt of CPA’s written notification of the addition or deletion. For this purpose, written notification may be by POCN sent by registered mail, regular mail, or email with confirmation receipt.

For any additions, CPA’s Procurement Section will provide a POCN to Successful Respondent. The total number of additions allowed to CPA is determined by the number CPA chooses to purchase. For any deletions, CPA’s Procurement

Section will provide a POCN to Successful Respondent indicating the effective date of the deletion, the amount of the reduction or refund (if any), and sufficient details to identify the product or Service.

O. HUB Subcontracting Plan Information

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In accordance with Section 2161.252 of the Texas Government Code and 34 Texas Administrative Code §20.285, each state agency that considers entering into a contract with an expected value of $100,000 or more over the life of the contract

(including any renewals) shall, before the agency solicits bids, proposals, offers, or other applicable expressions of interest, determine whether subcontracting opportunities are probable under the contract. If subcontracting opportunities are probable, each state agency’s invitation for bids, requests for proposals, or other purchase solicitation documents with an expected value of $100,000 or more shall state that probability and require a Historically Underutilized Business (HUB)

Subcontracting Plan (HSP).

CPA has determined that subcontracting opportunities are probable and requires Respondents to complete the State of

Texas HUB Subcontracting Plan (HSP) form located at: https://comptroller.texas.gov/purchasing/vendor/hub/forms.php.

For purposes of the HSP, CPA has determined that this procurement falls under the following category:

Special Trade Construction ____ Professional Services ____ Other Services ___X_ Commodities ____

CPA has identified the possible subcontracting opportunities on the “Agency Special Instructions/Additional

Requirements” portion of the State of Texas HUB HSP form set forth below:

- - Agency Special Instructions/Additional Requirements - -

The Texas Comptroller of Public Accounts is committed to increasing contracting opportunities with HUBs by contracting directly with HUBs or indirectly through subcontracting opportunities in compliance with Chapter

2161 of the Texas Government Code, and by requesting a HSP for contracts with an expected value of $25,000 to $99,999.

If a bid/proposal/offer to a solicitation with an expected value of $100,000 or more does not contain a completed

HSP and supporting documentation, the bid/proposal/offer will be considered non-responsive and will be disqualified. After Contract award, Successful Respondent may be subject to debarment pursuant to Section

2161.253(d) of the Texas Government Code if any modifications are made to the HSP without PRIOR approval from CPA.

For assistance in completing the HSP, Respondent may visit the following website:

https://comptroller.texas.gov/purchasing/vendor/hub/. The HSP is available as part of this RFO package on the

ESBD website, available at: http://www.txsmartbuy.com/esbd. Respondents may send an HSP review request to the Contact person provided in Section I, Part 8. CPA will provide a courtesy HSP review if the request is received no later than the date questions are due, as specified in Section I, Part 15.

If Respondent is not subcontracting any portion of the Contract, Sections 1, 2(a), 3 and 4 of the HSP must be completed.

If Respondent is subcontracting some portion of the Contract, the supporting documentation of “Good Faith

Effort” must be demonstrated in either Method A (Attachment A) or Method B (Attachment B) of the HSP.

The Texas Comptroller of Public Accounts requests all Respondents to consider utilizing HUBs in subcontracting areas listed below; however, this list should not be considered exhaustive.

Class Item Description

209 13 Application Software, Servers

920 45 Software Maintenance and Support Services

920 46 Software Updating and Upgrading Services

In accordance with 34 TAC §20.285(d)(1)(D)(iii), a Respondent (prime contractor) may demonstrate a good faith effort to utilize Texas certified HUBs for its subcontracting opportunities if the total value of

Respondent’s subcontracts with Texas certified HUBs meets or exceeds the statewide HUB goal or the agency specific HUB goal, whichever is higher. When a Respondent uses this method to demonstrate a good faith effort, the Respondent must identify the HUBs with which it will subcontract. If using existing contracts with

Texas certified HUBs to satisfy this requirement, only contracts that have been in place for five years or less shall qualify toward meeting the HUB goal.

https://comptroller.texas.gov/purchasing/vendor/hub/forms.php https://comptroller.texas.gov/purchasing/vendor/hub/ http://www.txsmartbuy.com/esbd

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P. Respondent Documents

All Respondent documents that are related to the Services, this RFO, Respondent’s Offer, or a Contract including, but not limited to, boilerplate service agreements, service schedules, published specifications, warranty information, terms of service, ordering documents, maintenance agreements, and license…