ESBD_452871_1757608032900_582-26-13333 - Invitation for Bid (final).pdf

TEXAS COMMISSION ON ENVIRONMENTAL QUALITY

Cover Page

Date: 9/11/2025

Type of Solicitation: Invitation for Bid

Name of Solicitation: Renewal of Maintenance

Agreement for Lab Equipment

Solicitation Number: 582-2 6-13333

Class 938 Item 63

Responses Due

9/26/2025 at 3:00PM Central Time

Deadline for Submission of Questions

9/18/2025 at 3:00PM Central Time

Anticipated TCEQ reply to Vendor Questions (This date is only an estimate):

9/22/2025

Description:

Renewal of Maintenance Agreement for Lab Equipment located at TCEQ's Sugar Land Lab

Historically Underutilized Business (HUB) Subcontracting Plan Note:

Subcontracting opportunities have not been identified. See additional information under the Responder General Instructions.]

PURCHASING AUTHORITY:

• Biddable Goods and Services (IFB) Gov't Code Chapter 215 5

Updated August 2024

Solicitation Table of Contents

SECTION I: General Information

• Cover Page

• Solicitation Table of Contents

• Response Submission Procedure

• Responder General Instructions

• Responder Special Instructions

• FTPS User's Quick Guide for Solicitations

SECTION 2: Specifications

• Specifications

• Price

SECTION 3: Draft Contract Documents

• Contract Documents List

• General Terms and Conditions

• Insurance

• Notices, Project Representatives, and Records Location

SECTION 4: Response Documents - To be submitted with Response, unless otherwise noted below

• Responder's Signature and Information

• Response Contents (not submitted as part of Response)

• Price Form

• Preferences

• HUB Subcontracting Plan Forms

• Certifications (not submitted as part of Response)

TCEQ Points of Contact for This Solicitation

TCEQ Procurements and Contracts Representative

Primary Contact

Name: Leslie Delvige Telephone: (512) 239-0385 Email: Leslie.delvige@tceq.texas.gov

Secondary Contact

Name: Christine Kelm Telephone: 512-239-1367

Email: Christine.kelm@tceq.texas.gov

Please allow one business day before contacting the secondary contact.

Exception: If there is less than 24 hours before a solicitation deadline, you may contact the secondary contact after attempting to contact the primary contact.

Except for contacting the HUB Coordinator, all communication regarding this solicitation must be directed to the TCEQ Procurements and Contracts Representative. If this requirement is not met, then the Response may be disqualified.

Email for Vendor Questions: Leslie.delvige@tceq.texas.gov

TCEQ Historically Underutilized Business (HUB)

HUB Coordinator Name: Claribel Diaz Email: Claribel.Diaz@tceg.texas.gov

Assistant HUB Coordinator Name: Maria Rodriguez Email:

Maria.Rodriguez@tceg.texas.gov

Response Submission Procedure via TCEQ's File Transfer Protocol Secure (FTPS) Server

The Response (proposal) must be signed, and the Responder must submit the Response to TCEQ as one Adobe portable document format (PDF) searchable file. Responses to the Solicitation may only be submitted to TCEQ's FTPS server.

The email address is listed below.

Responder must:

a. Upload the file(s) to TCEQ's FTPS site,

b. Select the file(s) and click the "Share" button. Note: Press the Share button to share files, not the Share- or the Share-J buttons.

c. Enter esbd-response@tceq.texas.gov as the email address. Click "Add" and then "OK." Click OK again to confirm the file share.

d. A "Notify Recipients" message will appear. Add the Solicitation Number, Solicitation Name, and the Due Date for Responses before the text in the box that says, "One or more files have been shared ... " and send the message.

For instructions for using TCEQ's FTPS Server, please visit:

FfPS User's Quick Guide for Solicitations (https://www.tceg.texas.gov/ downloads/ agency/financial/ contracts/ftps respondent-user-guick-guide.docx)

The FTPS User's Quick Guide is also attached below (after Instructions).

For more detailed directions for using TCEQ's FTPS Server, please visit:

TCEQ FTPS Help Page (https://ftps. tceg. texas.gov /help/)

Please note: Responses uploaded to TCEQ's FTPS server without completing the share file(s) steps will not be considered submitted.

Responder General Instructions

The terms response and proposal are used interchangeably to mean the submission by the Responder to this Solicitation.

Pre-Proposal Conference

None

Questions Regarding the Solicitation

Deliver questions in writing no later than the Deadline for Submission of Questions listed on the Cover Page. Questions must be submitted to the following email address:

leslie.delvige@tceg.texas.gov.

Please include the following information in the subject line of the email: Solicitation Number, Solicitation Name, and the Due Date for Responses.

TCEQ will provide answers to questions in one or more addenda posted on the ESBD.

TCEQ may, at its sole discretion, extend the Due Date for Responses to provide Responders additional time to make revisions.

Addenda

Any changes to the Solicitation, deadline/due dates, and all responses to questions will be posted as addenda on the ESBD. All addenda are part of the Solicitation. No other explanations, interpretations, or changes will be considered official or binding. It is Responder's responsibility to review all addenda.

Changes to the Terms and Conditions

Exceptions that are not advantageous to TCEQ may result in the deduction of points in the evaluation or disqualification of the Response. Requested changes to the terms and conditions must be labeled and included behind Tab 4.

Cost of Preparing the Response

The Responder is responsible for all costs incurred in the preparation and submission of a Response.

Quantity and Nature of the Work

Responders are required to inform themselves of all conditions which may affect the performance or the prices. By submitting a Response, Responder expressly waives any claims that there was a misunderstanding concerning the quantities or the nature of the Work.

Historically Underutilized Business (HUB) Subcontracting Plan (HSP)

A HUB Subcontracting Plan is not required because:

� TCEQ has not identified any subcontracting opportunities for this Solicitation.

□ TCEQ expects the value of the Solicitation to be less than $90,000, including all renewals.

If the Responder's proposal includes subcontracting opportunities or the potential value of any contract will exceed $90,000, including all renewals, then the Responder must include a HUB Subcontracting Plan.

Updated August 2024 Ver. 1.1, updated 6/27/2024

The HUB Subcontracting Plan (HSP) forms and additional information about the HUB program are found at the Texas Comptroller's website:

(https://www.comptroller.texas.gov/purchasing/vendor /hub /f orms.php).

Preparation of Responses

Responses become TCEQ records and cannot be returned, except for Responses withdrawn by the Responder prior to the due date and time for Responses. Responses must be in the format of one (1) electronic searchable PDF document of the entire Response and shall not be password protected. In order for the Response to be deemed responsive, the electronic version must contain the entire Response. Additionally, the electronic version must contain a signed Responder's Signature and Information page. If these requirements are not met, then the Response may be disqualified.

Prepare the Response as follows:

• Include all information listed on the Response Contents page.

• Obtain any missing applicable forms from TCEQ with sufficient time to complete and submit them in the Response.

• Complete the applicable, required forms in this Solicitation.

• Create any other applicable documents.

• Insert all applicable documents behind cover pages for the specified tabbed sections.

If there is no information to include behind a tab, include a page behind the cover page for the tab stating "Not Applicable".

• All pages of the Response shall be submitted to allow for printing on standard 8.5-inch X 11-inch paper. Any maps may be submitted to allow for printing on 11-inch X 17-inch paper. Standard font size for the Response shall be 10 to 12 point. Charts and maps may use smaller font size, but not less than 8 point. Language shall be American English.

• If page limits are specified, any information provided by the Responder in excess of the allowable page limits will not be evaluated.

• Each page of the Response shall be labeled with the Responder's name and the Solicitation number.

• Sign all documents that require a signature, including the Response on the Responder's Signature and Information page. Create a PDF of each signed document and place behind the required tab. Responses not containing a PDF of a signed Responder's Signature and Information Page may not be considered.

• Create a PDF of the entire Response for email submission to the TCEQ.

Submission of Responses

• Submit the Response by the due date and time on the Cover Page using FTPS, as specified under Submission Procedures section. TCEQ will not consider Responses submitted via any other method.

• If the Response lacks required information or does not follow these instructions, the Response may be considered non-responsive and disqualified. TCEQ is not responsible for documents that cannot be read. Unreadable Responses may be, at TCEQ's discretion, rejected as non-compliant.

• Responses cannot be altered, amended, or withdrawn after the Due Date and Time. To withdraw a Response prior to the Due Date and Time, the Responder must submit the request to: leslie.delvige@tceg.texas.gov.

Due Date/Late Responses

It is Responder's responsibility to ensure timely delivery of the Response to TCEQ by the date and time on the Cover Page of this Solicitation. Except under extreme circumstances beyond the control of the Responder, late Responses will not be considered. TCEQ will not be responsible for the failure of email services.

TCEQ's Acceptance of Responses

TCEQ may reject Responses that do not comply with requirements in the Solicitation and state and federal laws. TCEQ may accept or reject all or any part of any Response, waive procedures for submitting Responses, waive formalities and/or minor technicalities, and award by item or groups of items, whichever best serves the interests of TCEQ. TCEQ may also cancel this procurement and withdraw this Solicitation at any time before a contract is signed by TCEQ. TCEQ shall have sole discretion of what is in the best interests of TCEQ.

Evaluation

The pricing and all terms and conditions of Responses are fixed for 120 days from receipt by TCEQ. Best and Final Offers (BAFOs), if requested by TCEQ, are fixed for 60 days. To determine the most advantageous Response, in addition to price, TCEQ may consider other relevant criteria, which are described more fully in Section 2, Evaluation Criteria. TCEQ may use information regarding the Responder's performance on past TCEQ contracts in the evaluation of qualifications. In addition, TCEQ will use the information contained in the Texas Comptroller of Public Account's vendor performance tracking system in the evaluation of qualifications.

Selection

Depending on the applicable procurement method and solicitation type, in order to secure the best value for the State, TCEQ may take one or more of the following actions in the selection process:

• Accept the highest scoring Response without changes.

• Request clarifications, assurances, and corrections.

• Modify the selection criteria and apply it to BAFOs, provided that the modifications do not materially affect initial applicant eligibility or invitation to submit a BAFO.

Conduct discussions on Responses scoring within a competitive range and request Best and Final Offers (BAFOs).

• Select the highest scoring BAFO and accept it without changes or negotiate acceptable terms.

• Award one or more contracts based on the amount of work that TCEQ foresees needing performed.

• Award contracts to other contractors at a later date under this Solicitation or through another appropriate method, including another solicitation.

• In the case of a tie that cannot be resolved by application of one or more statutory preferences, make a selection, in the best interest of the State, by drawing lots, tossing a coin, or drawing names with two witnesses to oversee the tiebreaking activity.

Certification of Interested Parties

Section 2252.908 of the Texas Government Code states that a state agency may not enter into certain contracts with a business entity unless the business entity submits a disclosure of interested parties (Form 1295) to the state agency at the time the business entity submits the signed contract to the state agency. The contract is voidable if the business entity fails to provide the disclosure of interested parties as required by statute.

Form 1295 must be filed electronically through the Texas Ethics Commission at https://www.ethics.state.tx.us/filinginfo/1295/ . The web site includes a list of Frequently Asked Questions.

The selected vendor(s) for a contract that meet the requirements to provide a Certification of Interested Parties will be given instructions at the time of award on how to submit the certification form.

Protest Procedures

An actual or prospective Responder or Contractor who is aggrieved in connection with the Solicitation, evaluation, or award of a contract by TCEQ may formally protest to the TCEQ Manager of Procurements and Contracts. TCEQ Protest Procedures can be found at 30 Texas Administrative Code Part L Chapter 11, Subchapter B, § 11.2.

Public Information

The Response is a public record. By signing and submitting a Response, Responder hereby acknowledges:

• That the Response and subsequent documents submitted to TCEQ are subject to the Texas Public Information Act (PIA);

• That it is Responder's obligation to specifically identify information it contends to be confidential or proprietary and accepts that TCEQ may in its sole discretions deem a Response as non-compliant; and

• That Responder grants a royalty-free, irrevocable, world-wide, perpetual license to reproduce any copyrighted portions of the Response and subsequent documents to comply with LBB reporting requirements, PIA disclosures, or any other reporting requirements mandated by law or statute.

Conflict of Interest

Responder shall disclose apparent, potential or actual conflicts of interest known with the Response in Tab 4. Responder has a continuing obligation to disclose conflicts of interest during this Solicitation, and if awarded a contract, during the Contract Period.

TCEQ may refuse to contract with Responder or terminate any Contract due to an apparent, potential, or actual conflict of interest.

FTPS User's Quick Guide for Solicitations

How to Create an Account

1. Enter https://ftps.tceq.texas.gov/ut.php into your web browser.

Note: it is important to use the same computer when creating an account and when accessing emails from the FTPS system.

2. Click on the "Sign up a new account" button.

TEXAS COMMISSION

ON ENVIRONMENTAL QUALITY

I Home 11 Check if you have an account 11 Sign up a new account 11 Reset password I�

Click on this button to create a new account ..

Check if you have an account

Your email address:

3. Enter a name (company name, for example) and an email address. These two fields are required to be completed. Click the Submit button when done.

!' � TEXAS COMMISSION

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I Home � Check if you have an account 11 Sign up a new account 11 Reset password I�

Name and /:mail address fields are required and must be completed.

Sign up a new account

Name*�

Email*

Phone:

Notes:

rc�,::ic':'k :w:he::n:-:d:o:n:-e_,--la► I Submrt I • represents required field.

4. A confirmation box will appear with additional information. Click the OK button.

t:s

Updated August 2024

Sign up a new account

Your account has been created. An email with your user ID will be sent to you shortly. Please follow the instructions in the email to set your password.

Ver. 1.1, updated 6/27/2024

5. Check for an email from ftp account@tceg.texas.gov. To set up your password for your account, click on the link in the email. This will take you back to the FTPS site.

• '-'' �.-u,._.,_._. ,, ,._..,.,._.6'-

From: <ftp account@tceg.texas.gov> Date: Thu, Feb 1, 2024 at 8:28 AM Subject: FTPS Account To:

** MAILBOX IS FOR OUTGOING EMAIL ONLY, PLEASE DO NOT REPLY. ••

A request to create an FTP account or to reset your FTP password was received .

Your FTP userid is

To set or reset your password, click the following link:

http:ljftpstst.tceg.texas.gov/ut.php?email- &reset password Submit&token-3a9bff9d4ed3a7e724f1623d9b06c04e

This link will only work on the computer that the request was submitted from.

If clicking on the link does not work, try selecting the text, then copy and paste it into your web browser.

*** FILES UPLOADED WITH THIS FTP ACCOUNT Will HAVE A RESIDENT LIFETIME OF 7 DAYS ON THE SERVER. ***

Thanks, TCEQ System Administration Team

6. Set your password, then click the "Reset Password" button.

Reset your password

Enter your riew password and select the Reset Password button.

New Password:

New Password Again:

[ Reset Password I

7. A box appears, confirming that your password has been reset. Click "OK".

Reset Your Password

Your password has been reset

Click on link.

How to Use FTPS to Upload Documents

1. Enter https://ftps.tceg.texas.gov into your web browser.

2. Enter your Username and Password. Click "Login".

TCEQ FTPS

Usemame:

Password:

Accounts for non-TCEQ staff

Login

3. Click on the "Upload Files" button at the bottom of the screen.

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4. From your computer, find and click on the file or files you want to upload. You can upload multiple files at one time.

� 5.-82-24- .. l2.5 - SOW_draft GLD_3,-21-23, review .doa:

� 5-32-24-12345 RFO Test FTPS .doo:

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5. The uploaded file(s) will now appear in the list. Place a check in the box beside the file or files to be shared. Once the files are selected, click the "Share" button.

" : TEXAS COMMISSJnl' ____ _

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� D 582-24-12345 RFO Test FTPS docx 187KB 02/01124 09:25

1. Check the file(s) you wam to upload.

6. In the pop-up "Share Files" box, enter esbd-response@tceq.texas.gov in the email address box and click the "Add" button. Confirm the correct email address was entered, and then click the "OK" button.

Share Files

Enter email addresses or select contact groups to share files. Use the Add key to move each selection to the Selected Recipienls list.

Enter an email address:

I E_n_t•_r T_c_rn_e_m_a,_1 a_dd_r•_••_h_er•

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Select contact groups:

1. Enter email address: esbd response@tceq.texas.gov. Click • Add".

Click this button to submit files.

Cancel I

Selected Recipienu:

6bd•re�porue�tctq.te,u.,.go\· mrn.t:ien,ceesbd-re5poru.t phone: 512-239.0000

2. This box will then appear, confirming the email address entered.

7. Another confirmation screen appears, displaying the file or files that have been uploaded and the email address. Click the "OK" button.

Updated August 2024

Confirm File Sharing

Files

0 /582-24-12345 RFO Test FTPS .docx

Share with esbd-response@tceq.texas.gov

.,,. name:

111119 phone:-

OK II Cancel

Ver. 1.1, updated 6/27/2024

8. IMPORTANT: The "Notify Recipients" box appears with pre-filled text. Insert the solicitation number and name in front of the pre-filled text. The text in the red box, below, is an example.

Click the "OK" button.

Notify Recipients

Files have been sh1ared successfully and willl be availlable until 02/10/2024.

A sample, email text is provided that can be edited. and sent to the selected recipients for notification.

m esbd.:.response@tceqJexas.gov 8 name= phone: -- 1. . . xt nsenre . .

or mo.re files have· been shared tlith you.

'ff'fflll'�rffl�'ffl!!�r'!'T�'l'llr."-n"sin to https: / /ftps. tceq. texa,s ., gov to retrieve the files. Files Lrill be available until 02/09/2024 ..

OK ] I Cancel

9. A confirmation that the email was sent appears. Click the "OK" button.

Email Sent Status ta esbd-response@tceq texas.gov: E-Mail Sent

� name: phone --

10. You will be returned to the Home page. Click the "Logout" button in the top right corner.

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� ;: TEXAS COMMISSION

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-End-

INSURANCE SECTION

1. GENERAL. Contractor shall purchase and maintain sufficient insurance as appropriate for the Work being performed and furnished, and for protection from any and all claims that may arise out of or result from Contractor's performance and furnishing of the Work and Contractor's other obligations under the Contract Documents. Contractor's insurance shall meet or exceed the requirements set forth in this section or elsewhere in the Contract Documents.

2. COVERAGES REQUIRED. Contractor shall obtain and maintain throughout the Contract term the minimum insurance coverages listed below:

2.1 Worker's Compensation Insurance: Coverage to secure the payment of compensation to injured employees as defined in the Texas Worker's Compensation Act.

2.2 Commercial Automobile Liability Insurance: Coverage in the following minimum amounts for owned, hired, and non-owned vehicles for claims of automobile bodily injury and property damage which may arise in the performance of the Contract:

• $500,000 per person; and

• $1,500,000 per occurrence if the policy is issued for bodily injury and property damage combined.

2.3 Commercial General Liability Insurance: Coverage for claims of personal injury and bodily injury, including accidental death, and property damage which may arise from the performance of the contract. The types of coverage required are: Blanket, Broad Form Property Damage, Premises and Operations Hazards, Products and Completed Operations Hazards, Independent Contractor's, and Contractual Liability (including covering all of the Contractor's indemnity obligations under this Contract).in the minimum amounts of:

• $1,000,000 per occurrence for bodily injury; and

• $1,000,000 per occurrence for property damage; or

• $2,000,000 per occurrence if the policy is issued for bodily injury and property damage combined.

2.4 Commercial General Liability Additional Coverage for Explosion, Collapse and Underground Hazards: In the same amounts as the Commercial General Liability Insurance listed above.

2.5 �brella Liability Insurance: Additional coverage for all liability policies required for this Contract (excluding Worker's Compensation Insurance, which is not liability insurance) in an amount not less than $1,000,000 in the aggregate.

2.6 Excess Liability Insurance (Other than Umbrella): Additional coverage for all liability policies required for this contract in an amount not less than $1,000,000 in the aggregate.

2. 7 Professional Liability Insurance: Coverage for financial loss resulting from errors, omissions, and failure to properly coordinate the plans and

Section 3: Sample Contract Terms and Conditions Updated May 2025 specifications of the Work or Contract documents in an amount not less than $1,000,000 plus deductible exclusion.

2.8 Environmental Impairment or Contractors Pollution Liability Insurance:

Coverage for claims of environmental impairment and pollution caused by the contractor's or subcontractor's negligence in the execution of Work under the Contract, in an amount not less than the amounts listed below. If Environmental impairment or Pollution Liability insurance is combined under any other insurance policy, TCEQ still must be designated as an additional insured on the Environmental Impairment or Pollution Liability insurance and a waiver of subrogation as to TCEQ must apply to the Environmental Impairment or Pollution Liability insurance. If Environmental Impairment or Pollution Insurance is combined with other coverage, the combined limit must be increased incrementally by the minimum limits set forth below.

• $1,000,000 per occurrence, and

• $2,000,000 in the aggregate.

Requirements for Subcontractors: Possible suggested language: "Contractor shall require in writing that all Subcontractors performing Work under this Contract shall obtain insurance which will protect the TCEQ and its employees from the risks associated with the Work performed under the Contract. Required insurance for Subcontractors shall include Workers Compensation in accordance with Section 1.1 above. Before any Subcontractor enters the TCEQfacility, Contractor shall provide TCEQ with a certificate of insurance for the Subcontractor showing coverage for Workers Compensation in accordance with Section 1.1.

If any subcontractor or supplier fails to obtain such insurance or the subcontractor's or supplier's insurance expires or is no longer available for any reason, the Contractor shall provide insurance coverage for the subcontractor or supplier, or shall indemnify the subcontractor or supplier against claims related to the Work."

3. INSURER REQUIREMENTS. The Contractor will obtain all required policies from insurers licensed, eligible, or registered under Texas law to issue insurance policies for the limits and coverage required and the insurers must have a rating of A- or better and a financial size capacity of IV or better according to the most recent A.M.

Best Ratings Guidej

4. NOTICES OF CHANGE. The Contractor's insurance policies must require the insurer or the insurer's authorized agent to notify TCEQ of any cancellation, or material change, other than for non-payment, at least 30 days in advance. The Contractor's insurance policy must require the insurer or the insurer's authorized agent to notify TCEQ of any cancellation or material change due to non-payment at least 10 days in advance. These notices of changes must reference the TCEQ contract number and be made in writing by email to the TCEQ Contract Manager at the address shown in the current NOTICES, PROJECT REPRESENTATIVES, AND RECORDS LOCATION form. This provision does not relieve Contractor of its own requirements to notify TCEQ of any changes during the period of the Contract Term.

Section 3: Sample Contract Terms

5. INSURANCE CERTIFICATE. Contractor shall provide TCEQ with evidence of the insurance coverage required under this Contract. The evidence of the coverage shall be a certificate of insurance on a form approved by the Texas Department of Insurance. Contractor will submit the certificate to the TCEQ Contract Manager no later than ten days after award of the Contract, or as directed by the Special Terms and Conditions. Prior to the expiration of any insurance coverages during the term of the Contract, Contractor will submit a certificate evidencing renewed or new insurance policies. Certificates must bear the contract number of this Contract. If Contractor changes insurers, Contractor shall provide the TCEQ Contract Manager with a new certificate of insurance within ten days. The certificate of insurance shall set out any deductible or self-insured retention amounts for each coverage required.

TCEQ's approval, disapproval, or failure to act regarding any insurance required to be supplied by the Contractor will not relieve the Contractor of full responsibility for liability for damages, injury, death, or loss as set forth herein or otherwise provided by law or regulations.

6. REQUIRED ADDITIONAL PROVISIONS. All policies of insurance shall include the following provisions:

6.1 TCEQ and its officers and employees are named additional insureds to the

Commercial General Liability Insurance, Excess Liability Insurance (Umbrella), and Excess Liability Insurance (Other than Umbrella), including for completed operations, except for the Professional Liability Insurance;

6.2 Waiver of subrogation in favor of TCEQ, its officers and employees for bodily injury (including death), property damage, or any other loss arising from this Contract, except for the Professional Liability Insurance; and

6.3 The Contractor's insurance is primary insurance with respect to the TCEQ and its officers and employees.

7. SELF-INSURANCE AND DEDUCTIBLES. Contractor must obtain TCEQ's prior written approval to self-insure or to maintain the required insurance subject to deductibles and/or retentions that exceed Fifty Thousand Dollars $;>0,000).

Policies required under this Article or elsewhere in the Contract Dbe�ments must not include provisions to the effect that payment of claims up to the limits of the policy are conditioned on the actual payment of a deductible or Self-Insured Retention (SIR) by Contractor.

As a condition of granting approval to retain deductibles or SIRs above Fifty Thousand Dollars ($50,000) TCEQ may require additional financial assurance in the form of an irrevocable letter of credit, the establishment of an escrow account, or other financial instrument acceptable to TCEQ.

Section 3: Sample Contract Terms

SCOPE OF WORK

Renewal of Preventative Maintenance Agreement as listed below:

1. Repair and maintain one Analytik Jena multi EA 4000 Analyzer, Serial

#N4-0455/ AT, includes Helpdesk and support, Remote support via software, Maintenance work at your premises in accordance with the maintenance concept, General maintenance: visual inspection of device and peripherals for completeness and possible damage.

Device-specific maintenance according to maintenance protocol:

Comprehensive functional check of the device technology and parameters. Travelling expenses for technical staff to be included.

Period of service to be from August 17, 2025 through August 16,

2. Renewal of Application module for one Analytik Jena multi EA 4000

Analyzer, Serial #N4-0455/ AT, Application Consulting and Training module to include: Consultancy on individual application issues for daily routine and troubleshooting. One-day application methodology training course per contract year at TCEQ with contents by arrangement, training certificate, travel expenses for the trainers.

Period of service to be from August 17, 2025 through August 16,

3. Repair & Maintain (device-bound) one Analytik Jena multi N/C 3100

TOC Analyzer, Serial Number #N3-1448/AT, Includes Maintenance concept according to the requirements of your device. General maintenance: Visual inspection of device and peripherals for completeness and possible damage, Device-specific maintenance according to maintenance protocol, Comprehensive functional check of the device technology and parameters, travelling expenses for technical staff to be included. Period of service to be from August 17, 2025 through August 16, 2026

4. Renewal of Application module for one Analytik Jena multi N/C 3100 TOC Analyzer, Serial Number #N3-1448/AT Consulting and Training module to include Consultancy on individual application issues for daily routine and troubleshooting, One-day application methodology training course per contract year at TCEQ with contents by arrangement, training certificate and travel expenses for the trainers to be included. Period of service to be from August 17, 2025 through

August 16, 2026

GENERAL TERMS AND CONDITIONS

Updated June 24, 2025

1. DEFINITIONS

GENERAL TERMS AND CONDITIONS

Revised June 24, 202 5

The following terms shall have the meanings ascribed below when used in this document:

1.1 "Conforming" and "Conformity" and similar words refer to the condition or status of a good, service, property or the Work as meeting and being compliant with the requirements of the Contract.

1.2 "Fiscal Year" means the period of time that begins on September 1 and ends on August 31. The fiscal year is designated by the calendar year in which it ends;

for example, Fiscal Year (FY) 2016 begins on September 1, 2015 and ends on August 31, 2016.

1.3 Whenever used in this contract, "include," and similar words are intended to mean include but not limited to; they are not intended to be exhaustive.

1.4 "Nonconforming" or "Nonconformity" means a failure of a good, service, property or the Work to conform to this Contract, and includes a defect in a good, service, property or the Work.

1.5 "Work" means the services, goods and property the Contractor is required to provide in this Contract. The term includes the entire completed undertaking and the various separately identifiable parts. The term also includes all duties of the Contractor.

2. ORDER OF PRECEDENCE

The entire Contract between TCEQ and Contractor consists of the documents identified in the Contract Documents List. The Contract Documents are intended to be interpreted in harmony with each other. Any inconsistency in the solicitation or the Contract shall be resolved by giving precedence in the following order:

a. Contract Signature Page

b. Federal Conditions and Forms

c. Special Terms and Conditions

d. Procedures for Work Orders

e. Scope of Work

f. Price Form (completed)

g. Insurance Section

h. General Terms and Conditions

i. HUB Subcontracting Plan and HUB Progress Assessment Forms

j. Work Orders and Notices to Proceed (incorporated by reference)

k. Work Plans and other Work Order-related documents created during the

Contract (incorporated by reference)

1. TCEQ Solicitation (incorporated by reference)

m. Other documents, exhibits, and attachments listed in the Contract Documents

List.

3. CONTRACT AMENDMENTS

3.1 Material Changes. Material changes to the contract require a written amendment signed by both parties. These Amendments take effect when signed by the Contractor and TCEQ, unless otherwise designated in the Amendment. Material changes include the following:

3.1.1 Changes in the total amount of funds in the Budget or the Contract;

3.1.2 Changes to the Contract's Expiration Date;

3.1.3 Changes to the Scope of Work that affect TCEQ's obligations to the entity providing funding, such as the United States Environmental Protection Agency (EPA), another state or federal agency, or the Texas Legislature; and

3.1.4 Changes that affect the material obligations of the Performing Party in this Contract.

3.2 Unilateral Amendments. As specifically allowed by the Contract, TCEQ may issue unilateral amendments. Unilateral amendments take effect when issued by

TCEQ.

3.3 Minor Changes. The TCEQ Contract Manager and/or the TCEQ Project Manager has the authority, without a formal Amendment, to correct typographical errors;

make written Contract interpretations; and make minor, non-material changes to the requirements in the Scope of Work, the Procedures for Work Orders, or the Work Orders; or as agreed to elsewhere in the Contract. Contractor must provide TCEQ with a written objection to any Notice of Interpretation no later than five (5) business days from the effective date of the Notice. A copy of the agreed change must be retained in the appropriate file by both the Performing Party and TCEQ.

3.3.1 Minor, non-material changes include:

3.3.1.1 Changes to the schedule in the Scope of Work including an extension of a deliverable due date, not to exceed the expiration date of the Contract;

3.3.1.2. Changes to the schedule in the Work Order including an extension of a deliverable due date, not to exceed the expiration date of the Work Order;

3.3.1.3 Changes to the individual tasks in the Scope of Work or Work Order, if applicable, that do not substantially change the obligations of the Parties relative to those tasks;

3.4 It is the Performing Party's responsibility to request extensions to the deliverable schedule and other changes that are within the authority of TCEQ.

4. TERM AND AMOUNT OF CONTRACT

4.1 Contract Period. The Contract Period begins on the later of: 1) the Effective Date on the Contract signature page, or 2) the latest date of the parties' signatures shown on the Contract signature page. The Contract Period ends on the Expiration Date on the signature page.

4.2 Renewals and Extensions. This Contract may be renewed up to three one-year periods by amendment. TCEQ, by unilateral amendment, may extend the Contract for 180 days beyond any expiration of the Contract Period. In a renewal or extension, TCEQ may increase the Maximum TCEQ Obligation by an amount up to the original Maximum TCEQ Obligation.

4.3 Maximum TCEQ Obligation. The Maximum TCEQ Obligation is the greatest amount TCEQ may pay for the Work. There is no guaranteed minimum expenditure by TCEQ.

4.4 Service Adjustment/Contingency Requirement (SACR). TCEQ may in its sole discretion make allowances for unforeseen circumstances or contingency requirements. TCEQ may increase the current Maximum TCEQ Obligation by an amount not to exceed 200% of the original Maximum TCEQ Obligation at the time the Contract was signed.

5. PRICES AND REIMBURSEMENT

5.1 Prices. Prices are firm, fixed, and fully-loaded.

5.2 Cost Reimbursement. Reimbursement is limited to direct costs for items specifically identified on the Price Form or in the Scope of Work and approved by the TCEQ Project Manager before the cost is incurred. Reimbursement requests must be itemized and documented in a format acceptable to TCEQ.

5.3 Records. Contractor must maintain records supporting its costs in accordance with generally accepted accounting principles.

5.4 Reimbursement for Travel. Travel reimbursement is limited to actual costs, and shall not exceed the maximum allowed for State employees by the Texas Comptroller of Public Accounts.

6. QUAIJTY AND ACCEPTANCE

6.1 Quality Standard. All Work must be complete and satisfactory to the TCEQ. All materials and equipment shall be handled in accordance with instructions of the supplier, except as otherwise provided in the Contract.

6.2 Acceptance. TCEQ relies on Contractor to inspect and test the Work to ensure that it conforms to the Contract requirements. TCEQ relies on the Contractor's greater expertise in the field of the Work. Any act by TCEQindicating acceptance, whether express or implied, shall not be deemed to mean that TCEQ has tested or inspected the Work, but rather that TCEQhas accepted the Work in reliance on Contractor's greater expertise and Contractor's representation that the Work conforms to all Contract requirements. Contractor's obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute. None of the following will constitute an acceptance of nonconforming Work or a release of Contractor's obligation to perform the Work in accordance with the Contract Documents:

• payment;

• use of the Work or any part of the Work by TCEQ;

• review or approval of a submittal;

• inspection or testing by TCEQ; or

• correction of defective Work by TCEQ.

6.3 Quality Assurance. All Work that involves the acquisition of environmental data shall be performed in accordance with a TCEQ-approved Quality Assurance Project Plan (QAPP) meeting all applicable TCEQ and EPA requirements.

Environmental data includes any measurements or information that describe (1) environmental processes, location, or conditions; or (2) ecological or health effects and consequences. Environmental data includes information collected directly from measurements, produced from models, and compiled from other sources such as databases or the literature. No data collection or other Work covered by this requirement shall be implemented until Contractor receives the QAPP approved by TCEQ and, if necessary, the EPA. TCEQ may refuse payment or reimbursement for any environmental data acquisition performed without an approved QAPP.

6.4 Laboratory Accreditation. Any laboratory data or analyses provided under this Contract must be prepared by a laboratory that is accredited in accordance with 30 Texas Administrative Code (TAC) Chapter 25, Subchapters A and B, for the matrices, methods, and parameters of analysis used, unless one of the regulatory exceptions specified in 30 TAC§ 25.6 applies.

7. PAYMENTS AND INVOICES

7.1 Excess Obligations Prohibited. TCEQ's obligations under this Contract are contingent upon the continued availability of funding. If funds become unavailable due to lack of appropriations, legislative or executive budget cuts, amendment of the Appropriations Act, state agency consolidations, or any other disruption of current appropriations, TCEQ may terminate this contract.

7.2 Invoice. Contractor will submit invoices no later than the 15th day of every month after the services are completed. If the Contract has an approved Historically Underutilized Business (HUB) Subcontract Plan (HSP), a HUB Progress Assessment Report (PAR Form) describing subcontracting activity must also be submitted with the invoice. The invoice may be rejected for failure to comply with all invoice requirements.

7.3 Invoice Contents. The Contractor must include the following information on the face of all invoices: invoice number, invoice date, TCEQ Contract number, Work Order number if any, Vendor Identification Number, period covered by the invoice, item and unit description, quantity, unit price, extended price, and total amount for which Contractor is requesting payment. Contractor shall submit its invoice to the TCEQ Contract Manager.

7.4 State Agencies/Institutions of Higher Education. If the Contractor is a State agency or institution of higher education payments must be made via interagency transaction voucher (ITV), please provide a Recurring Transaction Index (RTI) number on the face of the invoice OR if payments are to be deposited into a local bank account, the following statement must be placed on the face of the invoice: "Funds to be deposited into local bank account." For additional information, please refer to the Texas Comptroller's Accounting Policy Statement (APS) 014.

7.5 Progress Payment. A progress payment is a payment made on a portion of the Work that is part of a line item designated on the Price Form. The Contractor's written request must include a description of the relevant portion of the Work.

Contractor may request, and TCEQ at its sole discretion may issue or refuse, a progress payment.

7.6 Final Payment. Contractor must submit its invoice for final payment within 30 days of completion of the Work.

7.7 Retainage. TCEQ may withhold 5% or less of each payment as retainage. Release of retainage may be requested in the final invoice.

7.8 Release of Claims by Contractor. The final invoice shall be accompanied by a complete and legally effective release of TCEQ from all known and unknown claims relating to the Contract on a form provided by TCEQ. Contractor's acceptance of final payment constitutes a waiver of all claims against TCEQ related to the Contract, known or unknown.

7.9 Assignment of Claims. Contractor may assign its right to be paid under this Contract. Any assignment shall cover all unpaid amounts payable under this Contract. An assignment does not relieve Contractor of any obligation under this Contract. All assignments must be approved by both assignor and assignee in writing and submitted to the TCEQ Contract Manager. Notwithstanding any contrary provision in applicable law, TCEQ shall have no liability to Contractor or to any assignee on any claim arising from TCEQ's directing payment to Contractor instead of an assignee, or to an assignee instead of Contractor.

7.10 Prompt Payment Act. In accordance with the Texas Prompt Payment Act, TCEQ will pay an acceptable invoice within 30 days of receipt.

7.11 Disputed Invoices. TCEQmay dispute an invoice by sending a notice in writing to the Contractor within 21 days of receipt. TCEQ may make a partial payment and dispute the difference on the invoice.

7.12 Liability for Taxes. Contractor will pay all taxes resulting from this Contract including, any federal, state, or local income, sales or excise taxes of Contractor or its employees.

7.13 Lobbying. In accordance with Texas Government Code Chapter 556, funds received under this Contract may not be used toward lobbying expenses of an individual or entity.

7.14 Debts and Delinquencies Affirmation. Contractor agrees that any payments due under the Contract shall be applied towards any debt or delinquency that it owes to the State of Texas.

8. COMMUNICATIONS AND NOTICES

8.1 Notices. All notices shall be made in writing and be delivered to a party's designated Contract Manager and Project Manager. Notices are effective upon receipt. If the Contractor has no Contract Manager, TCEQmay send notices to any address previously provided by the Contractor.

8.2 Claim. Contractor shall give notice to TCEQ of any claim, demand, suit, or other action (a "Claim") asserted against Contractor which either arises in relation to the Contract, or which could have an adverse material effect on Contractor's ability to perform the Work. Contractor shall give notice directly to the TCEQ Manager of Procurements and Contracts within three days of Contractor's receipt of notice of the Claim. The notice shall state the date of the Claim, the names and addresses of the claimants, the basis of the Claim, the name of each person or entity against whom the Claim is asserted, and the amount of the Claim.

8.3 Notice of Conflict of Interest. Contractor shall give notice to TCEQ of any actual, apparent, or potential conflict of interest regarding Contractor or any entity or individual performing any portion of the Work. As determined by TCEQ, any entity with an organizational conflict of interest and any individual with a personal conflict of interest must not take part in any way in the performance of any portion of the Work that creates the conflict of interest. TCEQhas sole discretion to decide whether an actual, apparent, or potential conflict exists.

Any such conflict is cause for termination.

8.4 Bankruptcy. If Contractor becomes the subject of a voluntary or involuntary bankruptcy proceeding, Contractor shall immediately give notice to TCEQ and send a copy of this notice to TCEQBankruptcy Program MC-132, P. 0. Box 13087, Austin, TX 78711-3087. The notice must include the Contract number.

9. SHIPMENT AND DELIVERY OF GOODS AND MATERIAL SAFETY DATA

SHEETS

9.l Shipping Terms. All shipments shall be made Free on Board (FOB) destination, full freight allowed and not invoiced. Delivery shall be made between the hours of 8 a.m. and 5 p.m. Central Time, Monday through Friday, excluding State holidays, unless prior approval for another delivery time has been granted by TCEQ. Each shipment must be accompanied by a packing slip. Packing slips should reflect the TCEQ contract number, item description, lot number and quantity, if applicable.

9.2 Safety Data Sheet. Contractor must provide to TCEQ, at no cost, at least one copy of any applicable manufacturer's Safety Data Sheet (SDS) (formerly known as Material Safety Data Sheet or MSDS) for any chemical materials provided.

Contractor must make available, at no cost, the relevant manufacturer's SDS to any person that may be affected by the Work.

10. SUPERINTENDENCE BY THE CONTRACTOR

10.1 Contractor's Responsibility for Subcontractors. All acts and omissions of subcontractors, suppliers and others performing or furnishing any of the Work under a direct or indirect contract with Contractor ("Subcontractors") are imputed to Contractor. Nothing in this Contract creates a contractual relationship between TCEQ and any Subcontractor except for product warranties for goods supplied by a third-party manufacturer and delivered to TCEQ. Nothing in this Contract creates any obligation for TCEQ to pay any Subcontractor. Contractor is solely responsible for scheduling and coordinating the work of Subcontractors, and for all communications to Subcontractors.

10.2 Superintendence of the Work. Contractor shall supervise all Work. Contractor is solely responsible for the means, methods, design, processes, procedures and conduct of the Work. This responsibility includes control of associated hazards to assure the safety of the performance of the Work, and for the protection of all persons, property, premises and facilities which may be affected by the Work. No action by TCEQ will transfer this responsibility to TCEQ. Contractor shall maintain a superintendent capable of overseeing performance of the Work at any location where Work is performed.

10.3 Routine Reviews. If the Contractor will perform research or work on critical infrastructure, or have access to critical infrastructure, the Contractor has a continuing obligation to ensure its actions are consistent with the requirements of Executive Order No. 48. Critical infrastructure is defined in Section 117.001(2), Texas Business and Commerce Code.

This includes completing routine reviews of its applicants, employees, subcontractors, and subcontractor's employees to determine whether their criminal history or continuous connections to the government or political apparatus of a foreign adversary, or something else might prevent the applicant, employee, subcontractor, or subcontractor's employee from being able to maintain the security or integrity of the infrastructure. Contractor must notify the TCEQ Contract Manager within two business days if it finds any of the aforementioned information.

11. SUBCONTRACTORS AND EMPLOYEES

11.1 Personnel. Contractor shall provide competent, suitably qualified personnel to perform the Work. Contractor shall at all times maintain good discipline and order at the site of the Work. Contractor shall require its personnel to execute any confidentiality agreements, and any other required assignments, licenses or other instruments, and to provide information related to Intellectual Property, as may be necessary to effectuate the provisions of the Contract. Contractor will, upon request of TCEQ, obtain and provide background checks on personnel performing Work at a TCEQ campus.

11.2 TCEQ Objection. Contractor shall not use any subcontractor, employee, supplier, or other person or organization to whom TCEQ reasonably objects.

11.3 Key Personnel and Subcontractors. Contractor's Project Manager and any individuals specified for the key personnel positions listed in the Contract are material to the performance of the Work. Contractor shall provide notice to TCEQ within five (5) business days of making substitutions to key personnel.

Substitutes shall be at least as qualified as the personnel or subcontractors being replaced.

11.4 Flowdown of Contract Provisions. Contractor shall include in its subcontracts, supplier contracts, employment contracts, and employment policies any provision included in…