ESBD_469834_1763493262219_696-CI-25-B012 Solicitation.pdf

Texas Department of Criminal Justice Response Cover Page

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

IFB (INVITATION FOR BID) SOLICITATION INFORMATION

Document Type: 2 Statutory Cite: N/A

1) Solicitation Number:

696-CI-25-B012

2) Issue Date: 3) Deadline:

November 18, 2025 December 18, 2025

4) Points of Contact: Kelly Crews (936) 437-3854 kelly.crews@tdcj.texas.gov

(reference Section G.2.2) Tracie Harper (936) 437-3884 tracie.harper@tdcj.texas.gov

5) Solicitation Description

The Texas Department of Criminal Justice requires a Contractor to provide all necessary personnel, tools, equipment, materials, supplies, and transportation required for and otherwise do all things necessary for, or incidental to, providing Bleaching and Preshrinking/Sanforizing Services for the Estelle Unit Textile Mill in Huntsville, Texas.

6) Receiving Office:

TDCJ Contracts & Procurement, Contract Administration Branch 2 Financial Plaza, Suite 703, Huntsville, TX 77340

*All packages must be labeled with the solicitation number and Contract Specialists’ names. Reference Section L for complete submittal instructions.

LATE OR EMAILED BIDS WILL NOT BE ACCEPTED.

BIDDER INFORMATION

7) Legal Business Name:

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

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

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

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

HUB Certified

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

Partnership Individual

Non-Profit Organization* Joint Venture

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

If a Foreign Entity:

Individual Partnership Joint venture

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

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

13) Tie Bid Preference:

(Section K.3, list all that apply) ______________________________________________________________________

14) Amendments: Signed and submitted by the Bidder with Bid or via email prior to the deadline.

BIDDER AUTHORITY AND SIGNATURE

15) Point of Contact Name: ______________________ Title: ___________________________

Email address: ______________________________________________ Telephone #: _____________________

16) Authorized Signature: Date:

696-CI-25-B012

TABLE OF CONTENTS

PAGE

SUMMARY OF KEY DATES

SECTION A - DEFINITIONS

A.1 GENERAL DEFINITIONS

A.2 SERVICE SPECIFIC DEFINITIONS

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 SERVICES AND PRICES/COSTS

B.1.1 Services Being Acquired B.1.2 Pricing Instructions

B.2 PRICING SCHEDULE

B.3 PRICE INCREASES/DECREASES

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 BACKGROUND

C.2 GENERAL DUTIES AND OBLIGATIONS

C.3 FABRIC SPECIFICATIONS AND REQUIREMENTS

C.4 CONTRACTOR DUTIES AND QUALIFICATIONS

C.5 COMPLIANCE STANDARDS

SECTION D - REQUIRED DOCUMENTS FROM CONTRACTOR

SECTION E - INSPECTION AND ACCEPTANCE

E.1 INSPECTION OF SERVICES

E.2 INSPECTION BY STATE EMPLOYEES

E.3 MONITORING CRITERIA

E.4 AUDITS BY OTHER AGENCIES

E.5 FRAUD, WASTE OR ABUSE

SECTION F - DELIVERIES OR PERFORMANCE

F.1 CONTRACT TERM

F.2 OPTION TO RENEW THE CONTRACT

F.3 OPTION TO EXTEND SERVICES

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 CLAUSES INCORPORATED BY REFERENCE

G.2 AUTHORITY – AUTHORIZED REPRESENTATIVE, CONTRACT SPECIALIST,

PLANT MANAGER AND OPERATIONS MANAGER

G.2.1 Authorized Representative G.2.2 Contract Specialist G.2.3 Plant Manager G.2.4 Operations Manager

G.3 INVOICE REQUIREMENTS

G.4 PAYMENTS

G.4.1 Payment Adjustment G.4.2 Late Payment G.4.3 Deductions for Unacceptable Compliance Standards G.4.4 Withholding of Payment G.4.5 Right to Offset

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 INSURANCE REQUIREMENTS

H.1.1 Required Provisions

H.2 SUBCONTRACTORS

H.2.1 Insurance H.2.2 Historically Underutilized Business (HUB)

H.3 CRIMINAL HISTORY INFORMATION COMPLIANCE

H.4 OTHER CONFIDENTIAL OR SENSITIVE INFORMATION

H.5 BOOKS AND RECORDS

H.6 ORGANIZATIONAL AND NAME CHANGE

H.7 FREE EXERCISE OF RELIGION

H.8 DELAY OF SERVICES

H.9 SECURITY

H.10 UTILIZATION OF SERVICES

SECTION I - CONTRACT CLAUSES

I.1 ADVERTISING OF AWARD

I.2 DEFAULT AND TERMINATION

I.2.1 Default by the Contractor I.2.2 Further Opportunity to Cure I.2.3 Remedy of the Department I.2.4 Termination for Convenience I.2.5 Termination by Mutual Agreement I.2.6 Termination Procedures I.2.7 Default by the Department I.2.8 Remedy of the Contractor

I.3 NO WAIVER OF RIGHTS

I.4 TAXES/WORKERS’ COMPENSATION/UNEMPLOYMENT INSURANCE –

INCLUDING INDEMNITY

I.5 NO WAIVER OF DEFENSES

I.6 INDEPENDENT CONTRACTOR

I.7 MAINTENANCE OF CORPORATE EXISTENCE AND BUSINESS

I.8 APPROVAL OF CONTRACT

I.9 NON-DISCRIMINATION

I.10 CONFIDENTIALITY

I.11 CONTRACT CHANGES

I.12 SEVERABILITY

I.13 IMMIGRATION

I.14 NO LIABILITY UPON TERMINATION

I.15 LIMITATION ON AUTHORITY

I.16 INTELLECTUAL PROPERTY INDEMNIFICATION

I.17 ELECTRONIC AND INFORMATION RESOURCES ACCESSIBILITY STANDARDS,

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

I.18 RIGHTS TO DATA, DOCUMENTS AND COMPUTER SOFTWARE (STATE

OWNERSHIP)

I.19 FORCE MAJEURE

I.20 NOTICES

I.21 SUBSTITUTIONS

SECTION J - LIST OF EXHIBITS

SECTION K - REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF

BIDDERS

K.1 HISTORICALLY UNDERUTILIZED BUSINESS (HUB) REPRESENTATION

K.1.1 Definition

K.2 FRANCHISE TAX REPRESENTATION

K.3 PREFERENCE CLAIM

K.3.1 Source and Specification Preferences K.3.2 Tie-Bid Preferences K.3.3 Additional Preferences

K.4 REPRESENTATIONS OF BIDDER

K.4.1 Organization and Qualification K.4.2 Authorization K.4.3 No Violation of Agreements, Articles of Incorporation or Bylaws K.4.4 No Defaults Under Agreements K.4.5 Compliance with Laws K.4.6 No Litigation K.4.7 Taxes K.4.8 Disclosure K.4.9 No Collusion K.4.10 Disclosure of Interested Parties K.4.11 Deceptive Trade Practices; Unfair Business Practices K.4.12 Felony Criminal Convictions K.4.13 Notification

K.5 REPRESENTATIONS OF THE DEPARTMENT

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

SECTION L - INSTRUCTIONS, CONDITIONS AND NOTICES TO BIDDERS

L.1 DISCUSSIONS, CORRESPONDENCE, AND AMENDMENTS TO THE

SOLICITATION

L.2 LATE SUBMISSIONS, MODIFICATIONS AND WITHDRAWALS OF BIDS

L.3 SIGNATURES ON BIDS SUBMITTED

L.4 BID ACCEPTANCE PERIOD

L.5 CONTRACT AWARD

L.6 RIGHTS OF THE DEPARTMENT

L.7 BID PREPARATION INSTRUCTIONS

L.8 BID SUBMISSION CHECKLIST

L.9 LEGISLATIVE BUDGET BOARD (LBB) POSTING

SECTION M - EVALUATION FACTORS FOR AWARD

M.1 SELECTION PROCESS

M.2 MINIMUM QUALIFICATIONS

SUMMARY OF KEY DATES

November 18, 2025 Post to ESBD

November 26, 2025 4:30 p.m. Deadline for Written Questions for Clarification to the

Department

December 5, 2025 3:00 p.m. Deadline to Submit Responses to Clarification Questions to the Department

December 18, 2025 3:00 p.m. Deadline for the Department Receipt of Bids in Huntsville.

Late Bids will not be accepted.

March 1, 2026 Service Commencement Date

696-CI-25-B012 Section A

SECTION A - DEFINITIONS

The following terms used in this Contract shall, unless the context indicates otherwise, have the meanings set forth below, to include the singular and plural versions:

A.1 GENERAL DEFINITIONS

Authorized Representative - the person designated in writing to act for and on behalf of a party of this Contract.

Bidder - an individual or entity that submits a bid, including anyone acting on behalf of the individual or entity, such as an agent, employee or representative.

Biennium - any of the two-year periods beginning on September 1st and ending on August 31st of odd numbered years, which periods are used for budgetary purposes by the State of Texas.

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

Contract Specialist - the Department employee responsible for non-technical administration of this Contract.

Contract Term - the duration of this Contract as specified in Section F.1.

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

Day - calendar Day.

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

Department Policy - all written Policies, procedures, standards, guidelines, directives, and manuals of the Texas Board of Criminal Justice (TBCJ) and the Department, applicable to providing the Services specified under this Contract.

Event of Default - any of the events or circumstances described in Section I.2.1.

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

Inmate - person under supervision or custody of the Department.

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

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

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

PD - TDCJ’s Personnel Directives.

Quarter - the time period that relates to the Department’s Fiscal Year, occurring on September 1st, December 1st, March 1st and June 1st.

696-CI-25-B012 Section A

Service Commencement Date - the date on which the Contractor shall begin providing Services at the facility pursuant to this Contract.

Service - delivery of requirements in accordance with the terms and conditions of this Contract.

TBCJ - the Texas Board of Criminal Justice.

Working Day - a weekday, unless a nationally recognized holiday or another holiday observed by the Department.

A.2 SERVICE SPECIFIC DEFINITIONS

LYD - Linear Yard, a measurement of length that is equal to 36 inches or 3 linear feet.

Operations Manager - the person designated by the Contractor, responsible with full authority, for the overall management and coordination of this Contract.

Plant Manager - the Department employee responsible for the technical administration, final inspection and acceptance of all reports of this Contract.

Sanforizing - a mechanical process that prevents fabric from shrinking after washing or drying.

TDCJ-MAL – the TDCJ–Manufacturing, Agribusiness and Logistics Division.

696-CI-25-B012 Section B

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 SERVICES AND PRICES/COSTS

B.1.1 Services Being Acquired

The Contractor shall, in accordance with the terms of this Contract, provide all necessary personnel, tools, equipment, materials, supplies, and transportation required for and otherwise do all things necessary for, or incidental to, providing Bleaching and Preshrinking/Sanforizing Services as identified in this Contract for the Estelle Unit Textile Mill in Huntsville, Texas.

B.1.2 Pricing Instructions

The Department anticipates award of a firm fixed-price Contract. The Bidder shall complete pricing and any miscellaneous charges in the total amount per Linear Yard (LYD).

B.2 PRICING SCHEDULE

The Department produces approximately 2,186,364 LYD of fabric at the Estelle Unit Textile Mill in Huntsville, Texas, that requires an outside entity, for Bleaching and Preshrinking/Sanforizing Services.

There is no minimum or maximum guarantee, and all quantities are estimates. The Department will ship only quantities needed for production.

Charges for Bleaching and Preshrinking/Sanforizing (freight to and from the Estelle Unit Textile Mill shall be included in the pricing)

Price: _______________ per LYD.

B.3 PRICE INCREASES/DECREASES

A. The Contractor may submit a written request for an annual price increase to the Department no later than February 1st of each year. The Department will review the request, which will be based on the Bureau of Labor Statistics Index Number WPU611102011 – Contract Work on Textile Products, Apparel, and Leather: Commission Finishing of Cotton Broadwoven Fabrics. The Department reserves the right to request an annual price decrease based on decreases in the Producer Price Index (PPI). Any price change shall be made via unilateral modification signed by the Department’s Authorized Representative.

The formula to calculate price increases is as follows:

(B – A) ÷ A × 100% = Percent of allowable price increase*

A = August 2025 Index B = Current/Latest Index

*The resulting percent shall be rounded to the nearest one hundredth of one percent (0.0X).

B. Requests for additional price adjustments may be submitted at any time and must be accompanied by a detailed rationale for the adjustment. The Department reserves the sole and exclusive discretion to approve or deny any such request.

696-CI-25-B012 Section C

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 BACKGROUND

The Department requires a Contractor to provide all necessary personnel, tools, equipment, materials, supplies, and transportation required for and otherwise do all things necessary for, or incidental to, providing Bleaching and Preshrinking/Sanforizing Services as identified in this Contract for the Estelle Unit Textile Mill.

C.2 GENERAL DUTIES AND OBLIGATIONS

The Contractor shall provide Services in accordance with applicable federal and state law, including all constitutional, legal and court ordered requirements, whether now in affect or hereafter affected or implemented. The Contractor shall comply with the Department’s Policies, procedures, Personnel Directives, and regulations during the term of this Contract.

C.3 FABRIC SPECIFICATIONS AND REQUIREMENTS

A. Type of Finished Fabric - Shirting - 100% cotton

0.80 pounds to 0.85 pounds per LYD 62” width, to be finished at 60” width (+/- 1”)

B. Material shall be bleached optical white and preshrunk to a soft hand, non-resin finish with acceptable shrinkage of 4% to 6% after three home laundries.

C. Acceptable yardage loss due to finishing process is 5% to 8% for shirting fabric.

D. Finishing Plant shall bill “seconds” at ½ the finished price. Finishing Plant and Estelle Unit Textile Mill will determine finishing process.

E. Each individual roll of fabric shall be labeled with the lot number, weight, and yardage assigned by the Estelle Unit Textile Mill.

F. All fabric shall be packed in rolls not exceeding 300 yards for 60” shirting fabric.

G. The dimensions of the re-roll tubes shall be a minimum of 2.265” ID X 62” Width X .250” Wall.

H. All paper tubing shall be saved and returned to Estelle Unit Textile Mill with finished bleaches or cloth.

C.4 CONTRACTOR DUTIES AND QUALIFICATIONS

A. The Contractor shall furnish testing results of each lot to include tensile, tear and count of wrap and fill of finished fabric and the shrinkage results after three home washings. The results shall be furnished on the letterhead of the testing laboratory to the Plant Manager.

B. The Contractor shall bear all expenses incurred, to include loading and unloading, for transporting the fabric to and from the Estelle Unit Textile Mill.

C. The Contractor shall bear all transportation costs of Department personnel to inspect the finishing factory twice per year, dates to be determined by the Department.

D. The Contractor shall guarantee loading and receiving ability by Wednesday of each week, beginning the first Wednesday of September or by the date approved by the Department.

696-CI-25-B012 Section C

C.5 COMPLIANCE STANDARDS

If delivery is not received within 28 days, except in cases of unforeseen circumstances, a late delivery deduction of 0.5% shall be applied commencing on the 29th day.

696-CI-25-B012 Section D

SECTION D - REQUIRED DOCUMENTS FROM CONTRACTOR

The Contractor shall submit the listed documents during the Contract Term. These may be revised, or additional documents/reports may be required, at the Department’s discretion.

SEND TO DUE DATE DOCUMENTS AUTHORITY

MONTHLY

Contract Specialist

By the fifth Day of the following month

HUB Subcontracting Plan (HSP) Prime Contractor Progress Assessment Report

Contract, Section H.2.2.C and Exhibit J.2

QUARTERLY

Contract Specialist

Each Quarter Report listing litigation Contract, Section K.4.6.E

OTHER

Plant Manager

Upon receipt of each load of finished fabric to include finishing results

Test Results Contract, Section C.4.A

TDCJ –

Accounts Payable

30 Days after return of each load of fabric.

Invoices Contract Section G.3

Contract Specialist

Prior to Service Commencement Date and upon renewal or replacement

Insurance Certificates and policies

Contract, Section H.1.C

Contract Specialist

Upon approval by the Department for each instance

Copy of each subcontract Contract Section H.2.D

696-CI-25-B012 Section E

SECTION E - INSPECTION AND ACCEPTANCE

E.1 INSPECTION OF SERVICES

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

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

C. If subject to the outcome of an audit or inspection, it is determined that the Contractor is in non-compliance with any provisions of this Contract and/or that money is owed to the Department by the Contractor, then the Department may exercise its rights of recovery of money owed as authorized in Section G.4.4 of this Contract.

1. If any of the Services are non-compliant with the Contract requirements, as identified by the

Department, the Contractor shall be notified describing the specific areas of non-compliance. The Contractor shall have a 20-Day period to file a written response detailing corrective action(s) taken to address all items of non-compliance. The response must include supporting documentation which verifies execution of the corrective action(s) taken. Unless otherwise specified, or previously agreed to by the Department, the submission of a corrective action plan shall not be accepted as corrective action.

2. For all items of non-compliance satisfactorily resolved by agreement between the Contractor and the Department, no further action regarding such items shall be taken. Any areas of non-compliance shall be corrected within 20 Days or by the date of the Department approved extension.

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

E.2 INSPECTION BY STATE EMPLOYEES

A. The Contractor shall provide and maintain an inspection system, acceptable to the Department, covering the facility and work called for by this Contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Department during Contract performance and for as long afterwards as this Contract requires (Section H.5).

B. The Contractor shall grant access during regular business hours to the Department’s authorized personnel for the purposes of inspections and other official functions.

E.3 MONITORING CRITERIA

A. The Department shall establish procedures for overseeing the quality of the Contractor’s performance in accordance with this Contract and Department Policies.

B. The Contractor shall fully cooperate with the Department in acquiring the necessary information to conduct audits and evaluate the quality of the Contractor’s performance.

696-CI-25-B012 Section E

C. Monitoring may include, but is not limited to, document reviews and on-site audits conducted by the Department’s Authorized Representatives. Such monitoring by the Department shall not relieve the Contractor of any of its obligations under this Contract.

D. The Plant Manager or Department designated staff shall provide written findings regarding non-compliant conditions, processes, procedures, or operations implemented at the facility, and observations that could, if not addressed by the Contractor, become an item of non-compliance as described in Section E.1.

E.4 AUDITS BY OTHER AGENCIES

A. Upon receipt of audits and/or monitoring reports pertaining to the Services under this Contract, that are conducted by agencies or entities other than the Department, the Contractor shall provide copies thereof to the Department within 30 Days.

B. The Contractor shall provide to the Department copies of responses to audits and/or monitoring reports within seven Days of issuance. Audits and/or monitoring reports may include allegations or complaints involving Services or the Contractor and its employees (including consultants, independent contractors and their employees, agents, and volunteer workers).

C. The Contractor shall retain all original audits and monitoring reports that are conducted by other agencies. These records shall be maintained in accordance with the Department’s Records Retention Schedule. If those records are still in their retention period at the termination of this Contract, all originals must be physically transferred to the Department.

E.5 FRAUD, WASTE OR ABUSE

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

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

696-CI-25-B012 Section F

SECTION F - DELIVERIES OR PERFORMANCE

F.1 CONTRACT TERM

This Contract will consist of a six-month Base Period. This Contract may be renewed per Section F.2, Option to Renew the Contract, for four one-year Option Periods:

Base Period March 1, 2026 through August 31, 2026 Option Period One September 1, 2026 through August 31, 2027 Option Period Two September 1, 2027 through August 31, 2028 Option Period Three September 1, 2028 through August 31, 2029 Option Period Four September 1, 2029 through August 31, 2030

F.2 OPTION TO RENEW THE CONTRACT

A. The Department may, at its sole discretion, issue a unilateral modification to renew this Contract for the Option Period(s), provided the Department gives the Contractor a preliminary written notice of its intent to renew at least 60 Days before this Contract expires.

B. If a preliminary written notice has not been provided to the Contractor at least 60 Days before this Contract expires, a modification to renew this Contract for the Option Period(s) may be mutually agreed to by both parties and executed in writing with the authorized signatures.

C. The preliminary notice does not commit the Department to the renewal Period(s).

D. If the Department exercises this option, the renewal shall include this option provision.

E. The Department may exercise its option to renew Services for a potential Contract duration of four years.

F.3 OPTION TO EXTEND SERVICES

A. The Department may require continued performance of any Services within the limits and at the rates specified in this Contract, for the purpose of re-advertising the Service, or awarding a new Contract.

B. The Department may exercise an extension of Services under this Section for a maximum of six months.

C. Any extension made pursuant to this Section shall comply with the General Appropriations

Act applicable to the Base Period of this Contract.

696-CI-25-B012 Section G

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 CLAUSES INCORPORATED BY REFERENCE

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

G.2 AUTHORITY – AUTHORIZED REPRESENTATIVE, CONTRACT SPECIALIST, PLANT

MANAGER AND OPERATIONS MANAGER

G.2.1 Authorized Representative

A. In the case of the Contractor, its President, or any Vice President, or any Senior person, shall designate the Authorized Representative in writing. The Contractor’s Authorized Representative may designate other persons to assist such Authorized Representative in the performance of certain obligations required by this Contract. Such designation must be in writing to the Department.

B. In the case of the Department, the Executive Director is hereby designated as its Authorized Representative on matters requiring signature approval of the Authorized Representative.

The TDCJ-MAL Division Director has been designated to act on behalf of the Executive Director on all matters pertaining to the Services in compliance with this Contract. The Department’s Authorized Representatives may designate other persons to assist such Authorized Representatives in the performance of certain obligations of this Contract.

C. At any time, any party may designate any person as its Authorized Representative by delivering to the other party a written designation signed, if on behalf of the Contractor, by its President or any Vice President, or any Senior person, or if on behalf of the Department, by the Executive Director. Such designations shall remain effective until new written instruments are filed with, or such notice is given to the other party that such designations have been revoked.

D. The Department’s Authorized Representative (the Executive Director), or his/her designated representative, is the only person authorized to make or approve changes in any of the requirements of this Contract, and notwithstanding any clauses contained elsewhere in this Contract, the said authority remains solely with the Executive Director or his/her designated representative. In the event the Contractor makes any change, at the direction of any party other than the Executive Director or his/her designated representative, the change will be considered to have been made without authority and no adjustment will be made in the Contract price to cover any increase in cost as a result thereof.

G.2.2 Contract Specialist

A. The Contract Specialist for administration of this Contract is Kelly Crews.

B. The telephone number for the Contract Specialist is (936) 437-3854.

C. The email address for the Contract Specialist is kelly.crews@tdcj.texas.gov.

D. The Contract Specialist is responsible for general administration of this Contract, negotiation of any changes and final issuance of written changes/modifications to this Contract. All requests by the Contractor to modify this Contract shall be made in writing to the Contract Specialist.

G.2.3 Plant Manager

A. The Plant Manager for this Contract is Troy Grimes.

B. The telephone number for the Plant Manager is (936) 291-4200, ext. 2331.

C. The fax number for the Plant Manager is (936) 439-1376.

D. The email address for the Plant Manager is troy.grimes@tdcj.texas.gov.

E. The Plant Manager does not have the authority to alter the Contractor’s obligations or to change the Contract specifications, costs, terms, or conditions.

F. The Plant Manager is not authorized to make any representations or commitments of any kind on behalf of the Department’s Authorized Representative as described in Section G.2.1.

G.2.4 Operations Manager

A. The Contractor’s designated Operations Manager for this Contract is:

B. The telephone number for the Operations Manager is .

C. The fax number for the Operations Manager is .

D. The email address for the Operations Manager is .

G.3 INVOICE REQUIREMENTS

A. The Contractor shall invoice the Department within 30 Days after return of each load of fabric to the Estelle Unit Textile Mill, and the Department shall pay such invoice within 30 Days after receipt of an accurate Contractor’s invoice. The Contractor may offer a prompt payment discount, for example, 1%/15 Days (refer to Block 12 of the Response Cover Page) if the Contractor desires expedited Payment. Prompt payment discounts and Payment terms must be stated on each invoice. Original invoices shall be submitted to the office designated below after receipt of each load of fabric by the Estelle Unit Textile Mill.

Texas Department of Criminal Justice Accounts Payable P.O. Box 4018 Huntsville, Texas 77342-4018

B. Invoices will be processed in accordance with Texas Administrative Code Title 34, Part 1, Chapter 20, Subchapter F, Division I, Rule §20.487, Invoicing Standards.

1. The Department must notify the Contractor of an error or disputed amount in an invoice submitted for Payment no later than the 21st day after the Department received the invoice and shall include in such notice a detailed statement of the amount of the invoice which is disputed.

2. The Department may request payment for an invoice from the Texas Comptroller of Public

Accounts only after the Department has:

a. Received, inspected, and accepted delivery of goods or services covered by the invoice; and

b. Received and accepted a complete and accurate invoice.

C. The Contractor’s invoice shall include the following information:

1. Name of business, remittance address, email address, telephone number, point of contact and invoice date;

2. Department’s name, agency number (696), and location;

3. Contract Number;

4. Valid Texas identification number;

5. Descriptions, price, and quantity of Services rendered; and

6. Payment terms (to include prompt payment discount, if applicable).

D. Services or expenditures submitted by the Contractor that cannot be verified may be disallowed for reimbursement. Illegible or incomplete documentation, which cannot be verified, may be disallowed for reimbursement.

E. Incorrect invoices will be returned to the Contractor for correction.

G.4 PAYMENTS

A. It is recommended that the Contractor receive Payments via Electronic Funds Transfer (EFT), also known as direct deposit.

B. Regardless as to whether direct deposit is chosen, upon Contract award the Contractor shall submit a completed Vendor Maintenance Direct Deposit and Substitute W-9 Form to the following address:

Texas Department of Criminal Justice Attention: Accounts Payable P.O. Box 4018 Huntsville, Texas 77342-4018

C. If the Contractor has previously submitted a completed Vendor Maintenance Direct Deposit and Substitute W-9 Form to the Department for another separate contract, another form is not required to be submitted.

D. The form and instructions can be found at the following link on the TDCJ website:

https://www.tdcj.texas.gov/divisions/bfd/acct_accts_pay.html.

G.4.1 Payment Adjustment

A. The Department may elect to deduct from its Contractor Payment as specified in Section G.4.4, any amount specified in Section C, or any money determined to be due as specified under Section E.1.C.

B. If it is determined the amount of Contractor Payment is not adequate to cover the money due to the Department, then all of the Contractor Payments shall be withheld and an invoice issued to the Contractor for the amount due.

C. The Contractor shall be responsible to pay the invoiced amount within 30 Days of receipt unless the Contractor and the Department mutually agree on an alternative Payment method.

G.4.2 Late Payment

Any amount owed to the Contractor more than one Day beyond the date such amount is due as described in Section G.3 hereof shall accrue interest each Day that such amount is not paid at the rate specified by Texas Government Code, Section 2251.025, provided, however, that this provision shall not excuse failure by the Department to make Payment in strict accordance with this Contract.

G.4.3 Deductions for Unacceptable Compliance Standards

The Contractor shall be required to maintain acceptable Compliance Standards as identified in Section C.5. The Contractor’s failure to meet the listed Compliance Standards shall result in a deduction to the Payment.

G.4.4 Withholding of Payment

A. The Department shall have the right to withhold Payment until the failures described below have been corrected:

1. Failure to submit reports as required in Sections C and D;

2. Failure to respond to audit reports as required in Section E.1.C; and

3. Failure to correct identified areas of non-compliance to the satisfaction of the Department within 20 Days upon receipt of written notification.

B. The Contractor agrees that the Department shall not pay interest to the Contractor for monies so withheld.

C. Payment withheld shall be released upon the Department’s satisfaction that compliance has been achieved for 30 consecutive Days.

D. Except for disputed issues, such withholding of final Payment by the Department shall not exceed 120 Days from the date of Contract termination.

G.4.5 Right to Offset

In the event the Department determines that the Contractor owes money to the Department under any contract or purchase order, the Department, upon providing the Contractor with written notice of its intent to offset, shall have the right to withhold monies due to the Contractor with respect to this Contract or purchase order or with respect to any contract or purchase order with the Department and apply such monies to the money due to the Department.

696-CI-25-B012 Section H

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 INSURANCE REQUIREMENTS

A. Prior to the approval of this Contract by the Department, the Contractor shall procure, pay for, and maintain the following insurance written by companies approved by the State of Texas and acceptable to the Department. It is recommended that coverage be with a company or companies having both a Financial Strength Rating of “A” or better and Financial Size Category Class of “VII” or better from A.M. Best Company, Inc.

B. The insurance shall be evidenced by delivery to the Department of certificates of insurance executed by the insurer or its authorized agent stating coverage, limits, expirations dates, and compliance with all applicable required provisions.

C. Upon request, the Department shall be entitled to receive without expense, copies of the policies and all endorsements. Copies and changes to the initial insurance policies, including extensions, renewals, cancellations, and revisions shall be submitted to the Contract Specialist within 30 Days of the effective date.

D. The Contractor shall be bonded and insured in an amount sufficient to cover loss of fabric at the facility in case of a catastrophic event.

E. Subject to the Contractor’s right to maintain reasonable deductibles, the Contractor shall obtain and maintain in full force and effect for the duration of this Contract and any extension hereof, at the Contractor’s sole expense, insurance coverage in the following type(s) and amounts:

1. Workers’ Compensation with statutory limits; Employers Liability with minimum limits for bodily injury:

a. By accident, $500,000 per each accident; and

b. By disease, $500,000 per employee with a per policy aggregate of $1,000,000.

2. Commercial Automobile Liability Insurance covering owned, hired, and non-owned vehicles, with a minimum combined bodily injury (including death) and property damage limit of $500,000 per occurrence.

3. Commercial General Liability Insurance including, but not limited to, Personal &

Advertising Injury, Products/Completed Operations, and General Liability with minimum combined bodily injury (including death) and property damage limits of $500,000 per occurrence, $1,000,000 products/completed operations aggregate and $1,000,000 general aggregate.

a. Civil Rights Liability must be provided with the same liability limits. It may be included with the General Liability policy or written on a separate policy.

b. The Department shall be named as an additional insured by using endorsement CG2026 or broader.

4. Professional Liability (including Errors and Omissions) including coverage for the rendering of, or failure to render, professional services with minimum limits of $1,000,000 per occurrence, and $3,000,000 annual aggregate.

5. Commercial Crime Insurance to cover losses from Employee Dishonesty with a minimum limit of $1,000,000 each occurrence endorsed to cover third party property. The Department must be a joint loss payee.

Note: If the insurance described above is written on a claims-made form, coverage shall be continuous (by renewal or extended reporting period) for no less than 60 months following completion of this Contract and acceptance by the Department. Coverage, including any renewals, shall have the same retroactive date as the original policy applicable to this Contract.

H.1.1 Required Provisions

The Contractor agrees that with respect to the above required insurance, all insurance contracts and certificate(s) of insurance will contain and state, in writing, the following required provisions:

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

B. Waive subrogation against the Department, its officers, employees, and elected representatives for bodily injury (including death), property damage or any other loss, to all applicable coverages.

C. Provide that the Contractor’s insurance is the primary insurance regarding the Department, its officers, employees, and elected representatives.

D. Provide that all provisions of this Contract concerning liability, duty and standard of care, together with the indemnification provision, shall be underwritten by contractual liability coverage sufficient to include such obligations within applicable policies.

E. Ensure that all certificates of insurance identify the Service or product being provided and the name of the responsible party.

F. The Contractor, through an insurance agent licensed by the State of Texas, shall obtain all insurance coverage and an insurance company licensed to issue such coverage in this State shall provide such coverage. No “self-insurance” coverage shall be acceptable.

G. All insurance coverage obtained by the Contractor shall continue in full force and effect during the Contract Term. No contract shall be entered into between the Contractor and the Department unless insurance coverage binders are received by the date scheduled for the execution of this Contract. Proof of insurance policies must be delivered prior to the Service Commencement Date.

H. The Contractor may choose the amount of deductible for any other insurance coverage required (above) to be obtained by the Contractor, but in no event shall such deductible for each occurrence exceed 5% of the required yearly aggregate limit of coverage.

I. The Contractor is responsible for the first dollar defense coverage. All general liability and professional liability policies shall provide defense in addition to the policy limits.

J. The limits required herein are the minimum acceptable. However, these limits are not to be construed as being the maximum any prospective contractor may wish to purchase for their own benefit.

K. As respect to the total limits of liability required, any combination of primary and/or umbrella coverage may satisfy those totals. However, if an umbrella is used, coverage must be at least as broad as the primary coverage.

L. The Contractor shall provide evidence of insurance (minimum of $100,000) that will protect TDCJ’s fabric in case a loss occurs at the finishing facility.

M. The Contractor shall provide a performance bond in the amount of $150,000.00 to ensure performance. The bond shall be filed within 30 Days from receipt of the notice of award. The acceptable forms of surety are limited to cashier’s check or certified check.

H.2 SUBCONTRACTORS

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

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

C. If a subcontractor is deemed to be needed for an event of an emergency nature, verbal approval may be obtained through an Authorized Department Representative. The Contractor shall submit a written request with supporting documentation for approval, by the Department, as soon as possible.

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

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

F. No contractual relationship shall exist between the Department and any subcontractor, and the Department shall accept no responsibility whatsoever for the conduct, actions, or omissions of any subcontractor selected by the Contractor.

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

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

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

1. An acknowledgement that the subcontract is subject to this Contract between the

Department and the Contractor (the “Master Contract”);

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

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

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

5. The subcontract shall contain the required Authority to Audit Clause referenced in Exhibit

J.1, Texas Department of Criminal Justice Required Contract Clauses paragraph 40, and the required Non-Discrimination Clause referenced in Section I.9.

H.2.1 Insurance

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

H.2.2 Historically Underutilized Business (HUB)

A. The Contractor shall make a good faith effort to award subcontracts to Historically

Underutilized Businesses (HUB) in accordance with Texas Government Code, Sections

2161.181 and 2161.252(b), and Texas Administrative Code, Title 34, Part 1, Chapter 20, Subchapter D, Division 1, Rule 20.285. Pursuant to these rules, the Bidder shall submit a HUB Subcontracting Plan (HSP) (Exhibit J.2) as part of the bid. An HSP is required even if the Contractor will not subcontract any of the Services.

B. The Contractor shall seek written approval from the Department prior to making any modifications to its HSP.

C. The Prime Contractor Progress Assessment Report (PAR) (Exhibit J.2) shall be submitted to the Contract Specialist listed in Section G.2.2 by the fifth Day of the following month, regardless if subcontractors are not utilized or there is no subcontracting.

D. If subcontractors are utilized, corresponding invoices must be attached to the PAR to validate the amount paid to the subcontractor(s) for that period.

E. During the term of this Contract, the Department shall monitor the Contractor’s subcontracting activity by reviewing the PAR to determine if it complies with the HSP.

F. The PAR shall be a condition for Payment of the prime Contractor’s invoice.

H.3 CRIMINAL HISTORY INFORMATION COMPLIANCE

The parties hereto acknowledge and agree that for the Contractor to perform the Services contemplated herein, the Department may have to provide the Contractor with, or the Contractor may have access to, certain information regarding Inmates and former Inmates known as “criminal history information.” Criminal history information - information collected about a person by a criminal justice agency that consists of identifiable descriptions and notations of arrests, detentions, indictments, information and other formal criminal charges and their dispositions. The term does not include information as to convictions, fingerprint information, and driving records.

In the event the Department provides the Contractor with criminal history information, the Contractor agrees to comply with the confidentiality requirements of all applicable federal and state laws including Texas Government Code, Section 411.083; and the FBI Criminal Justice Information Services (CJIS) Security Policy. More specifically, the Contractor agrees and acknowledges as follows:

A. The Department hereby specifically authorizes that the Contractor may have access to criminal justice history to the extent such access is necessary or appropriate to enable the Contractor to perform the Services contemplated herein.

B. The Contractor agrees to limit the use of such criminal justice information for the purposes set to herein.

C. The Contractor agrees to maintain the confidentiality and security of the criminal justice history information in compliance with federal and state statutes, rules and regulations, and return or destroy such information when it is no longer needed to perform the Services contemplated herein.

D. If the Contractor’s employee(s) fails to comply with the terms hereof, the Contractor shall take corrective action with the employee(s). Such corrective action must be acceptable to the Department. An intentional or knowing violation may also result in civil and criminal violations under federal and state laws. Additionally, the Contractor shall submit for the Department’s approval, the Contractor’s corrective action plan to ensure full compliance with the terms hereof. Until such time as the corrective action plan is approved by the Department, the Contractor shall not be authorized to fill any vacant positions unless special authorization is granted in writing by the Department which authorization shall not be unreasonably withheld.

H.4 OTHER CONFIDENTIAL OR SENSITIVE INFORMATION

A. The parties hereto acknowledge and agree that in order for the Contractor to perform the

Services contemplated herein, the Department may have to provide the Contractor with, or the Contractor may have access to, certain information, other than criminal history information, that is confidential pursuant to federal or state laws, rules, or regulations, or that is personal information considered to be “sensitive.” The Contractor agrees that such confidential or sensitive information shall only be used for the purpose of performing Services contemplated herein. Such information shall not be disclosed, copied or transmitted for any purpose other than for the performance of Services contemplated herein.

B. If the Contractor’s employee(s) fails to comply with the terms hereof, the Contractor shall take corrective action with the employee(s). Such corrective action must be acceptable to the Department. An intentional or knowing violation may also result in civil and criminal violations under federal and state laws. Additionally, the Contractor shall submit for the Department’s approval, the Contractor’s corrective action plan to ensure full compliance with the terms hereof. Until such time as the corrective action plan is approved by the Department, the Contractor shall not be authorized to fill any vacant positions unless special authorization is granted in writing by the Department which authorization shall not be unreasonably withheld.

H.5 BOOKS AND RECORDS

The Contractor must retain all financial records, including supporting documents, statistical records, and any other records or books, relating to the Contractor’s performance under this Contract. These records must be maintained in accordance with the Department’s Records Retention Schedule. The Contractor will grant access to all books, records, and documents pertinent to this Contract to the Department, SAO, and any federal governmental entity that has authority to review records due to federal funds being spent under this Contract.

H.6 ORGANIZATIONAL AND NAME CHANGE

The Contractor shall submit written notification to the Department within 30 Days of any changes in the Contractor’s name, address, telephone number, fax number and/or email address with an effective date of such change. For changes in the Contractor’s name, a letter is required on original Contractor letterhead, explaining the circumstances of the name change and the new name. The letter should be signed by the Authorized Representative, it’s President, any Vice President, or any Senior person, showing the change and the effective date of the change. The Contractor shall submit to the Department a copy of any registration to “do business as”, “DBA”, or “also known as”, “AKA”, and any legal corporate name change filed with the Secretary of State.

H.7 FREE EXERCISE OF RELIGION

The Contractor is prohibited from substantially burdening an employee’s or Inmate’s free exercise of religion.

H.8 DELAY OF SERVICES

The Contractor shall meet its obligations to commence Services within the timeframes defined by this Contract. In the event the Contractor fails to meet those timeframes as defined by this Contract, absent extensions from the Department, the Department will have the right to obtain the Services from another source and charge the cost…