INSTRUCTIONS TO RESPONDENTS

USE OF NATIONAL INSTITUTE OF GOVERNMENTAL PURCHASING CODE

The Texas Department of Transportation (TxDOT) uses the National Institute of Governmental Purchasing, Inc., (NIGP) code to standardize purchases by conforming to the class, item, and group structure of the code. The NIGP code is used to select vendors for our master vendor file from the Texas Comptroller of Public Accounts (CPA) Centralized Master Bidders List (CMBL).

New suppliers and other vendors wishing to furnish materials, equipment, supplies and services to TxDOT should apply to be on the CMBL to receive bidding opportunities.

Existing TxDOT vendors need only be concerned that the information listed on the CMBL file is correct, and that the applicable NIGP class and item are selected for those you can provide.

CMBL information is available online at: https://comptroller.texas.gov/purchasing/vendor/cmbl/ or by phoning 1-512-463-3459.

Early Payment Program - TxDOT is offering an important program to all respondents that provide prioritized invoice processing and payments (prior to the 30th day after receipt of a correct invoice). The program provides enrolled vendors enhanced benefits from improved invoice processing to priority handling to cash advancement and technology efficiencies.

Respondents offering a cash discount in exchange for TxDOT’s priority invoice processing and early payment agreement should complete and return the attached form entitled “Priority Invoice and Early Payment Program” with the response.

Additional information may be found at the following website: http://www.txdot.gov/business/vendors/epp.html

Revised 05/08/2024

THE ATTACHED SOLICITATION SHOULD BE RETURNED AS FOLLOWS:

must be received before the hour and dateAll responses for Solicitation No.

specified

All reference to time in the solicitation shall mean Central Time.

Email responses must be sent to . Email responses must not exceed 20 MB and be in portable document format (PDF) or Excel format for pricing schedules, signed by respondent, and attached to the email to be considered for award. Emails exceeding 20 MB must be sent to through managed file transfer services such as, but not restricted to, Dropbox™. TxDOT will not be responsible for failure of electronic equipment, operator error, server delays, or system outages. Responses that are late, illegible, incomplete, file corrupted, flagged as a virus, or otherwise non-responsive will not be considered.

Respondent must place the following in the subject line of their email submission: Solicitation Number, Company Name.

The response must be sent only to . Any response sent to any email address other than

- whether directly, courtesy copy (cc), or blind copy (bcc) - will be considered non-responsive.

For hand delivery or courier service, United States Postal Service, Federal Express, United Parcel Service, or other mail delivery service, contact the purchaser for assistance.

Request for Proposal Texas Transit Leadership Institute Training

Solicitation No. 601440000052169

NIGP Class-Item: 924-16

Purchaser: Kristi Wright, CTCD, CTCM

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Solicitation Calendar of Events Estimated Solicitation Posting Date: February 3, 2026

Non-Mandatory Pre-Response Conference:

February 6, 2026, 10:00 AM Central Time

Deadline for submission of questions:

Reference Paragraph 10. – Contact Information

N/A

TxDOT Response to Questions to be posted by:

N/A

Response Due Date: February 16, 3:00 PM Central Time

Tentative Date for Contract Award: June 1, 2026

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1. Description of Services: This solicitation is to establish a contract for services to develop and conduct the Texas Transit Leadership Institute (TTLI) Training program for TxDOT. TTLI will provide leadership training to 25 Texas executive Rural and Urban transit agency leaders. The training envisioned is inclusive of use of formal individual assessment tools and in person group training with intersession activities spanning up to nine months in duration.

2. Term of Service: The term of one year commences upon the issuance of a contract by TxDOT and expires on July 31, 2027, with no renewal options.

NOTE: The dates are estimated based on the anticipated award.

3. Electronic State Business Daily (ESBD): This solicitation is posted on the ESBD.

It is the responsibility of the interested parties to periodically check the ESBD for updates to the procurement prior to submitting a response. The respondent’s failure to periodically check the ESBD will in no way release the selected vendor from “addenda or additional information” resulting in additional costs to meet the requirements of the solicitation. http:// www.txsmartbuy.com/esbd

4. Emergency: This solicitation is for an emergency purchase made under Texas Government Code, §2155.137 and 34 TAC 20.82.

5. Order of Precedence: In the event of any conflict, terms contained in the document shall prevail in the order listed below:

5.1. Solicitation No. 601440000052169

5.2. The Terms and Conditions

5.3. The Statement of Work (SOW)

5.4. The Pricing Schedule

5.5. The HUB Subcontracting Plan

5.6. The Execution of Proposal

6. Estimated Quantities Quantities are estimates only to be used for the purpose of comparing responses. The respondent must enter their unit price on Pricing Schedule. Total price will be evaluated by multiplying the unit price for each line by the estimated quantities listed on Pricing Schedule.

TxDOT will issue blanket purchase order releases (BPOR) based on the amount needed to satisfy TxDOT’s operating requirements. BPOR may be up to the aggregate contract amount subject to further allocation of funds, and there is no guarantee any BPOR will be issued under this contract.

7. Contact Information The individuals listed below are the only authorized TxDOT contacts. Contacting any other TxDOT personnel regarding this solicitation may result in the respondent being disqualified. Any changes as a result of questions will be made by TxDOT in the form of an addendum to the solicitation; no oral changes will be considered.

http://www.txsmartbuy.com/esbd

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For clarification or questions regarding this solicitation, respondents may contact:

Primary Contact: Kristi Wright, CTCD, CTCM Phone: 817-370-6803 Email: Kristi.Wright@txdot.gov Secondary Contact: Jo Maxine Carden, CTCD, CTCM Phone: 713-802-5539 Email: jomaxine.carden@txdot.gov

8. Pre-Response Conference TxDOT will conduct a non-mandatory pre-response conference for all interested respondents to familiarize them with the requested goods and/or services and to give all potential respondents an opportunity to seek answers to any questions which they may have concerning the solicitation.

Respondents should arrive not later than the scheduled start time stated in the solicitation.

TxDOT will not be responsible for repeating information already provided.

Respondent should have a representative attend the pre-response conference.

Respondent’s representative must sign a register.

Any changes to the solicitation requirements resulting from the pre-response conference will be made by TxDOT in the form of an addendum to the solicitation.

The pre-response conference information is shown below:

All personnel attending the pre-response conference must log in to WebEx using the following steps:

Respondent must list their name and company when attending the WebEx, as shown below:

Example: John Doe – TxDOT Meeting number: 2317 794 0250 Meeting password: f6N3rPMc53H WebEx Link:

https://txdot.webex.com/txdot/j.php?MTID=m51b2f20a152fd56d8eaccd4e5c3164fd Call-in number: 415-655-0003 United States TOLLIMPORTANT IMPORTANT NOTICE: Please note that this WebEx service allows audio and other information sent during the session to be recorded, which may be discoverable in a legal matter. By joining this session, you automatically consent to such recordings. If you do not consent to being recorded, discuss your concerns with the host, or do not join the session.

9. Logo License: The awarded vendor will be granted a non-exclusive, limited, royalty-free license and revocable right to use the department’s trademark and service mark known as the “Flying T” (the “Mark”), as provided by the department, only on deliverables prepared under the terms and conditions of the contract. The right and license granted by the contract automatically terminates on the expiration or termination of the contract, or upon vendor’s breach of the terms and conditions of the contract.

mailto:Kristi.Wright@txdot.gov mailto:jomaxine.carden@txdot.gov https://txdot.webex.com/txdot/j.php?MTID=m51b2f20a152fd56d8eaccd4e5c3164fd

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10. Financial Requirements Be in good financial standing and current in payment of all taxes and fees such as state franchise fees.

Vendor must have the financial capacity to perform the requirements in accordance with the contract. TxDOT will review the vendor's audited or un-audited financial statement in accordance with Texas Government Code, Title 10, Subtitle D, Section 2156.007, to evaluate the vendor's financial stability.

Consolidated financial statements are not acceptable. The financial statements must be for the specific business entity that is responding to the solicitation and throughout the duration of the term of contract.

The financial statements must be provided at the lowest level for which the financial statements are available for the past three years. If vendor has been in business for less than three years, the requirement is for all available years. For any financial statements submitted at a level above Level 1, vendor must include an explanation why the financial statements are not available at a lower level. The financial statements do not have to be at the same level for each period submitted, but an explanation of the need for the variation is required with the response.

Acceptable Levels of financial statements (submit at the lowest feasible level):

10.1. Level 1 – A complete set of audited financial statements based on US Generally

Accepted Accounting Principles (US GAAP). The submission must include the notes to the financial statements as well as any other information covered by the auditor’s opinion.

10.2. Level 2 – A complete set of audited financial statements based on other than US GAAP but acceptable to the country of origin. The submission must include a letter from the certified public accountant discussing the areas of the financial statements that would be affected by a conversion to US GAAP, the notes to the financial statements as well as any other information covered by the auditor’s opinion.

10.3. Level 3 – A complete set of reviewed statements based on US GAAP reviewed by an independent CPA. The submission must include the notes to the financial statements as well as any other information covered by the auditor’s report.

10.4. Level 4 – A complete set of compiled statements compiled by an independent CPA (income statement and balance sheet at a minimum) as well as the note disclosures and any report issued by the auditor with regards to the statements. If the CPA is not independent, the report must state the accountant is not independent.

10.5. Level 5 – Properly classified and presented balance sheets and income statements generated by the vendor’s accounting system. The submission must state the basis on which the statements are created and must be certified as true and reliable by an officer of the vendor’s business.

11. Response Submission

11.1. GENERAL FORMAT: The respondent must submit one signed and dated response to include the documentation required per response paragraph 11.3 to the email address as indicated on the “Instructions to Respondents” page.

For hand delivery or courier service, United States Postal Service, Federal Express, United Parcel Service, or other mail service, contact the purchaser for assistance.

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11.2. The respondent shall not encrypt or password protect response or embed documents within the response; each section must be its own separate document.

11.3. RESPONSE: Failure by the respondent to submit the documentation listed below will result in the response being considered non-responsive. The response submission must be submitted with each section named with the “Section #” and brief description not to exceed 30 total characters as a separate document in the following format:

11.3.1. Section 1 – Pricing Schedule

11.3.2. Section 2 – Execution of Proposal

11.3.3. Section 3 – Vendor Qualifications and Experience Schedule: Complete and return detailing respondent qualifications and experience to include certifications or licenses required.

11.3.4. Section 4 – Vendor Personnel Qualifications, Experience and References Schedule: Complete and return for each proposed key or respondent personnel position.

11.3.5. Section 5 – Texas Family Code Schedule

11.3.6. Section 7 – Demonstration of Capability: The respondent’s approach and ability to meet the service requirements as specified in the solicitation must be demonstrated. The response should be specific and address all requirements described in the solicitation in the order presented in Paragraph 9. and Attachment A of the SOW to include but not limited to the below key topics:

11.3.6.1. Demonstrate approach to training programs and curriculum and provide examples of prior curriculum content and group exercises (Attachment A, Paragraph 1.).

11.3.6.2. Provide approach to training presentation curriculum and include examples of evaluation reports and conclusion assessment reports (Attachment A, Paragraph 2.).

11.3.6.3. Provide understanding or approach on planning and coordinating initiative activities (Attachment A, Paragraph 3.).

11.3.6.4. Provide an example of how you will monitor the work schedule (Attachment A, Paragraph 4.)

11.3.7. Section 8 – Business Continuity and Disaster Recovery Plan: Respondent must submit a business continuity and disaster recovery plan detailing how the respondent proposes to meet the specifications in the event the respondent’s service is interrupted. The plan must detail the respondent’s backup and recovery process (Reference Paragraph XX. SOW OR Specification).

11.3.8. Section 10 – Assumptions: The respondent must provide a comprehensive listing of all assumptions made in preparing its response to this solicitation. All respondent assumptions must reference the solicitation section and/or paragraph number. The respondent must propose the services as requested within the solicitation and must not de-scope the services that are being requested. No price data may be included in the assumptions. If respondent does not have assumptions to the solicitation, please provide a statement “No Assumptions” for this section.

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11.3.9. Section 11 – Exceptions: If the respondent takes exceptions to any portion of the solicitation, these exceptions must be specifically and clearly identified by paragraph in the response and the respondent’s proposed alternative must also be provided for consideration. The respondent must not take a ‘blanket exception’ to the entire solicitation. If respondent does not have exceptions to the solicitation, please provide a statement “No Exceptions” for this section.

11.3.10. Section 12 – HUB Subcontracting Plan: The HSP may be submitted to the purchaser for the Civil Rights Division review, via email, for preliminary review before the submission deadline. No other documents are eligible for review prior to the deadline.

11.3.11. Section 13 – Financial Standing

11.3.11.1. Submit the most recent three years audited financial statements, or if audited financial statements are unavailable, unaudited financial statements must be submitted and certified as true, correct and accurate by the chief financial officer or treasurer of the respondent’s company (Reference Paragraph 10. RFP)

11.3.11.2. Additional information demonstrating financial stability and ability to meet the financial responsibilities for the requirements to perform this service.

11.3.12. Section 14 – Respondent References Schedule: The respondent must submit a minimum of three references to substantiate the qualifications and experience requirements for similar services completed for five years within the past ten years. References must illustrate respondent’s ability to provide the services outlined in the SOW.

11.3.13. Section 16 – Addenda (if applicable)

12. Evaluation

12.1. TxDOT will consider best value for the state as directed by Texas Government Code when awarding a contract to a respondent.

12.2. TxDOT reserves the right to omit oral presentations, discussions, negotiations or not make an award.

12.3. Respondents are strongly encouraged to provide their best proposal in their response. TxDOT makes no guarantee there will be any opportunity to make oral presentations, attend discussions or to negotiate at any point during the evaluation process. TxDOT may seek additional information, negotiate and solicit Best and Final Offers (BAFO) from respondents determined to be in the competitive range.

12.4. Evaluation of Responses: Only a complete response with the listed required submittal documents and meeting minimum qualifications will be considered.

Failure to meet the minimum qualifications and submit the required documents will result in a response being declared non-responsive. TxDOT reserves the right to conduct studies and other investigations as necessary to evaluate any response.

12.5. Evaluation Criteria:

Pass/Fail Criteria: In addition to the weighted criteria, TxDOT will review responses based on the Pass/Fail criteria as follows:

12.5.1. All Documents in response submission section above are included in the response.

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12.5.2. Financial review – The determination of whether the respondent has the financial capability to carry out the responsibilities as described in this solicitation is in TxDOT’s sole discretion.

12.5.3. Vendor performance rating through the CPA Vendor Performance Report:

http://www.txsmartbuy.com/vpts - Reference Terms and Conditions paragraph 2.11.

12.5.4. HUB Subcontracting Plan

12.6. A TxDOT evaluation committee will evaluate and score each response based on the established criteria described in this solicitation. Respondents must not contact members of the evaluation team. Responses will be evaluated according to the respondent’s ability to best satisfy TxDOT requirements. Submissions will be evaluated and scored on a weighted system to determine the response offering the best value.

12.6.1. Only responses that pass the criteria referenced in Pass/Fail will be reviewed and scored.

12.6.2. Written responses will be evaluated as indicated below:

Respondent qualifications and experience 20%

Respondents’ approach to meeting the requirements detailed in the Statement of Work (SOW)

60%

Pricing 20%

12.7. TxDOT reserves the right to check references and include in scoring of the next evaluation phase.

12.8. Definitions Oral Presentation, Discussion, Revised Proposal, Negotiations:

12.8.1. Oral Presentation – A visual representation of the respondent’s proposal which should highlight the strengths and unique aspects of the respondent’s proposal and may include a site visit or a demonstration of the proposed solution and must provide answers to clarification questions from the evaluation team. The presentation must be drafted based on the agenda format provided and time allocated by TxDOT.

12.8.2. Discussion – A conversation between the respondent(s) and TxDOT to discuss the proposal. This meeting is to resolve outstanding or unanswered questions and for clarifications by both parties; will not include negotiations.

12.8.3. Revised Proposal – A revision to the original proposal based on clarifications and questions answered in the discussion phase.

12.8.4. Negotiations – This phase will include only those items that require finalizing. The negotiations may include but not be limited to: Exceptions to the terms and conditions, pricing, or additional items within the scope of work based on the respondent’s proposal.

12.9. Oral Presentations

12.9.1. TxDOT reserves the right to down select and invite the highest scoring respondents to participate in oral presentations.

http://www.txsmartbuy.com/vpts

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12.9.2. If oral presentations are requested, TxDOT will advise each respondent in writing of the location, date, and time of the scheduled oral presentation.

A minimum of 14 business days’ notice will be given to the respondent(s) selected for the oral presentation phase. Attendance at the oral presentation is mandatory. Failure to attend the oral presentation at the location, date, and time designated by TxDOT will disqualify the response submitted by the respondent.

12.9.3. TxDOT may provide the respondent with a list of proposed key personnel required to attend and participate in the meeting.

12.9.4. Oral presentations, if conducted, will be evaluated as indicated below and scores will replace the written response scores:

Respondent references and clarifications on qualifications and experiences

20%

Respondents’ approach to meeting the requirements detailed in the Statement of Work (SOW)

60%

Pricing from respondent’s original written proposal 20%

12.10. Discussions

12.10.1. TxDOT reserves the right to down select and invite the highest scoring respondents to participate in discussions and may request revised proposals.

12.10.2. If discussions are requested, TxDOT will advise each respondent in writing of the location, date and time of the scheduled discussion. A minimum of 14 business days’ notice will be given to the respondent(s) selected for the discussion phase. Attendance at the discussion meeting is mandatory. Failure to attend the discussion meeting at the location, date and time designated by TxDOT will disqualify the response submitted by the respondent.

12.10.3. TxDOT may provide the respondent with a list of proposed key personnel required to attend and participate in the meeting.

12.10.4. When a revised proposal is requested, respondents must submit one clean and one red-lined version as instructed by TxDOT.

12.10.5. Discussions, if conducted and no revised proposal was requested, will be evaluated as indicated below and scores will replace the oral response scores. If TxDOT requests a revised proposal, it will be evaluated in conjunction with the discussions held as indicated below and scores will replace the oral response scores:

Respondent’s revised approach to meeting the requirements detailed in the Statement of Work (SOW)

80%

Respondent’s revised pricing 20%

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13. Negotiations: TxDOT reserves the right to select and invite the highest scoring respondent(s) to participate in negotiations and may request a BAFO. TxDOT will conduct negotiations at a designated location and mutually agreed to date(s) and time for the meeting(s).

14. Post Award Meeting: The successful respondent(s) may be required to attend a post award meeting with TxDOT within 10 business days after the award. If a post award meeting is scheduled, TxDOT will advise each respondent in writing of the location, date, and time.

The purpose of the meeting is to discuss the terms and conditions of the award and to provide additional information regarding the contract. The awarded vendor and TxDOT shall identify specific goals, strategies, and activities planned for meeting program area objectives.

15. Debriefing Meeting: A respondent who responded to the solicitation may request a debriefing meeting within 30 calendar days of the award being posted to the ESBD.

Respondents must request this meeting in writing from the purchaser listed on the solicitation.

Revised August 2025 i

TEXAS DEPARTMENT OF TRANSPORTATION

TERMS AND CONDITIONS

TABLE OF CONTENTS

PART 1. INTRODUCTION

1.01 GENERAL

1.02 STATUTORY AUTHORITY

1.03 TITLE VI ASSURANCE

1.04 ENVIRONMENTAL IMPACT

1.05 COMPLIANCE WITH LAWS

PART 2. GENERAL INSTRUCTIONS

2.01 SPECIFICATIONS

2.02 RESPONSE SUBMISSIONS

2.03 PRICING

2.04 ADA CONSIDERATIONS AND NOTIFICATION

2.05 RESPONSE OPENINGS AND DISCLOSURE OF INFORMATION

2.06 ALTERATIONS OR WITHDRAWAL OF RESPONSES

2.07 DETERMINING AWARD

2.08 PREFERENCES

2.09 DELIVERY

2.10 INSPECTIONS AND TESTS

2.11 VENDOR PERFORMANCE

PART 3. RESPONDENT AFFIRMATIONS

3.01 FALSE STATEMENTS

3.02 REPRESENTATIONS, WARRANTIES, AND COVENANTS

3.03 GRATUITIES

3.04 CERTAIN BIDS AND CONTRACTS PROHIBITED

3.05 ANTITRUST LAWS

3.06 DECEPTIVE TRADE PRACTICES; UNFAIR BUSINESS PRACTICES

3.07 COLLUSION

3.08 INELIGIBILITY UNDER FAMILY CODE

3.09 CONTRACTING WITH EX-TXDOT EXECUTIVE DIRECTOR

3.10 DEBT TO THE STATE

3.11 RESPONDENT ELIGIBILITY

3.12 NEPOTISM DISCLOSURE

3.13 BOYCOTTING ISRAEL

3.14 DISCLOSURE OF RESTRICTED EMPLOYMENT

3.15 ANTI-TERRORISM OR TERRORIST ORGANIZATION PROHIBITED

3.16 CONTRACTING INFORMATION RESPONSIBILITIES

3.17 HUMAN TRAFFICKING PROHIBITION

3.18 NO CONFLICTS OF INTEREST

3.19 COVID VACCINE PASSPORTS

3.20 FIREARM AND AMMUNITION DISCRIMINATION

3.21 LONE STAR INFRASTRUCTURE PROTECTION ACT

3.22 BOYCOTTING ENERGY COMPANIES

3.23 FOREIGN ADVERSARIES

PART 4. GENERAL TERMS AND CONDITIONS

4.01 CONTRACTS

4.02 FUNDING

4.03 INVOICING

4.04 PAYMENT

ii

4.05 INTELLECTUAL PROPERTY

4.06 ELECTRONIC AND INFORMATION RESOURCES ACCESSIBILITY STANDARDS

4.07 CYBER SECURITY TRAINING

4.08 SITE VISITS

4.09 NON-WAIVER OF RIGHTS

4.10 LIMITATION ON AUTHORITY; NO OTHER OBLIGATIONS

4.11 VENUE AND JURISDICTION; APPLICABLE LAW

4.12 VENDOR ASSIGNMENTS

4.13 FORCE MAJEURE

4.14 RIGHT TO AUDIT

4.15 INDEMNIFICATION

4.16 DAMAGE TO TXDOT PROPERTY

4.17 PUBLIC INFORMATION ACT AND CONFIDENTIALITY

4.18 BUY TEXAS

4.19 COMPETENCE OF VENDOR

4.20 CORRECTIONS TO WORK

4.21 IT SERVICE CONTRACTS SECURITY

4.22 NOTICES

4.23 PUBLIC DISCLOSURE

4.24 DISASTER RECOVERY PLAN

PART 5. INSURANCE

5.01 PRIOR TO CONTRACT AWARD

5.02 DURING TERM OF CONTRACT

5.03 WAIVER OF SUBROGATION ENDORSEMENT

5.04 WORKERS’ COMPENSATION INSURANCE

5.05 WORKERS’ COMPENSATION INSURANCE FOR BUILDING AND CONSTRUCTION

SERVICES

5.06 COMMERCIAL GENERAL LIABILITY INSURANCE

5.07 COMMERCIAL AUTOMOBILE POLICY

PART 6. VENDOR PERSONNEL MANAGEMENT

6.01 INDEPENDENT CONTRACTOR

6.02 ALCOHOL, DRUG, AND SMOKE-FREE WORKPLACE ... ERROR! BOOKMARK NOT DEFINED.

6.03 REPLACEMENT OF PERSONNEL

6.04 LABOR/MATERIAL/EQUIPMENT

6.05 ENGLISH-SPEAKING STAFF

6.06 FELONY CRIMINAL CONVICTIONS

6.07 SUBCONTRACTING REQUIREMENTS

6.08 PAYMENT OF SUBCONTRACTORS

6.09 VENDOR TITLE VI AFFIRMATIONS

6.10 E-VERIFY

PART 7. DISPUTE RESOLUTION

7.01 DISPUTE RESOLUTION

PART 8. CONTRACT TERMS

8.01 TERM OF CONTRACT

8.02 ORDER OF PRECEDENCE

8.03 TERMINATION OF A CONTRACT

8.04 REMEDIES

8.05 SALE OR ASSIGNMENT

8.06 RENEWAL OF CONTRACT

8.07 EXTENSION OF CONTRACTS

8.08 SEVERABILITY CLAUSE

8.09 AMENDING THE CONTRACT

iii

8.10 THIRD-PARTY BENEFICIARIES

8.11 BINDING EFFECT AND SURVIVAL OF OBLIGATIONS

APPENDIX A

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TEXAS DEPARTMENT OF TRANSPORTATION

TERMS AND CONDITIONS

PART 1. INTRODUCTION

1.01 GENERAL: These Terms and Conditions apply to the solicitation for goods and/or services [whether a Request for Quote (RFQ), Invitation for Bid (IFB), Request for Offer (RFO) or Request for Proposal (RFP)] offered by the Texas Department of Transportation (TxDOT) (“solicitation”) and any contract issued by TxDOT resulting from the solicitation (“purchase order” or “contract”). The term “response” or “bid” means the proposal, quote, bid, or offer made to TxDOT in response to the solicitation. The term “respondent” or “bidder” means the party who submits the response to the solicitation, including the vendor. The term “vendor” or “contractor” means the party listed as vendor in the contract. Any reference to time in the solicitation or contract shall mean central time.

1.02 STATUTORY AUTHORITY: The solicitation and contract are authorized by Government Code Title 10, Subtitle D (the “Purchasing Act”). The solicitation and contract are subject to all applicable requirements of the Purchasing Act [in particular, Government Code Chapter 2151 (General Provisions), Chapter 2155 (Purchasing: General Rules and Procedures), Chapter 2157 (Purchasing: Purchase of Automated Information Systems), and Chapter 2161 (Historically Underutilized Businesses, “HUBs”)] and those requirements established by rule of the Texas Comptroller of Public Accounts (CPA), Statewide Procurement Division (SPD), as contained in Title 34, Chapter 20, of the Texas Administrative Code (“TAC”), and to other applicable federal and state statutes and rules herein cited. Any references in this contract to the “Government Code” mean the Texas Government Code.

1.03 TITLE VI ASSURANCE: TxDOT, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and 49 C.F.R. Part 21 and 28 CFR §50.3 (for purposes of this section and §6.10 only, the “Acts” and the “Regulations,” respectively), hereby notifies all bidders that it will affirmatively ensure that in any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.

Nondiscrimination programs require that federal-aid recipients, sub-recipients, and contractors prevent discrimination and ensure nondiscrimination in all their programs and activities, whether those programs and activities are federally-funded or not.

1.04 ENVIRONMENTAL IMPACT: It is TxDOT’s intent to purchase goods, equipment, and services having the least adverse environmental impact within the constraints of statutory purchasing requirements, departmental need, availability, and sound economic considerations in accordance with 34 TAC §20.306 and 20.307.

1.05 COMPLIANCE WITH LAWS: Vendor must comply with all federal, state, and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any court or administrative bodies or tribunals in any matter affecting contract performance, including, if applicable, laws and regulations regarding workers’ compensation, minimum and maximum salaries and wages, prompt payment, and licensing. Vendor must maintain all licenses and certifications required by law or by the contract throughout the term of the contract. When required, vendor must furnish TxDOT with satisfactory proof of its compliance.

PART 2. GENERAL INSTRUCTIONS

2.01 SPECIFICATIONS

(a) Respondent must carefully examine the solicitation. Respondent is responsible for securing any additional information from the TxDOT purchaser needed to gain a clear and full understanding of TxDOT’s requirements.

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(b) TxDOT will not be bound by any oral statement or representation contrary to the written specifications of the solicitation. Any revision, clarification, or interpretation pertaining to the solicitation will be in writing and issued by TxDOT as an addendum. Any change or interpretation not in an addendum will not legally bind TxDOT. Any addendum must be issued through TxDOT’s Procurement Division.

(c) The goods furnished or services performed shall be in accordance with the specifications set forth in the solicitation and with these Terms and Conditions. TxDOT will provide clarification of the specifications and determine the quality and acceptability of goods furnished or work performed.

If the solicitation is for a service, TxDOT will determine the manner of performance, the rate of progress of the work, and whether vendor’s performance of the service is acceptable.

(d) Any catalog, brand name, or manufacturer’s reference used in the solicitation is descriptive only (not restrictive) and is used to indicate type and quality desired. Responses on brands of like nature and quality will be considered unless advertised as proprietary or sole source under Government Code §2155.067. Respondent must show manufacturer, brand or trade name, and other description of the product offered in response to the solicitation. If offer is for other than example(s) shown in the solicitation, include illustration(s) and complete description(s) of product(s) in the response to the solicitation. If respondent takes no exception to specifications or reference data in the response, vendor will be required to furnish brand names, numbers, etc., as specified.

(e) Unless otherwise specified, all goods offered must be new and in first-class condition, including shipping and storage containers. Verbal agreements to the contrary will not be recognized.

(f) Manufacturer’s standard warranty must apply unless otherwise stated in this solicitation.

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

(h) Any iron or steel product produced through a manufacturing process and used in the project must be produced in the United States, to the extent required by Government Code Chapter 2252, Subchapter G. That Subchapter generally applies to contracts to (A) construct, remodel, or alter a building, a structure, or infrastructure; (B) supply a material for a project described by subsection (A); or (C) finance, refinance, or provide money from funds administered by a governmental entity for a project described by subsection (A).

2.02 RESPONSE SUBMISSIONS

(a) Response must be submitted as noted in the solicitation.

(b) Late responses will not be considered under any circumstances.

(c) Documentation provided with the response should be complete and comprehensive. TxDOT will not be responsible for locating or securing information not included in the response. Failure to furnish required documentation with the response may result in the response being deemed incomplete and non-responsive, resulting in rejection. TxDOT will not be responsible for any expenses relating to responses or development of documentation that may result from this solicitation.

(d) Failure to sign the solicitation will disqualify the response. The person signing the response must have authorization to contractually bind the company. The solicitation response must include an Employer Identification Number (EIN) and full firm name and address. The EIN should be entered in the space provided on the solicitation.

(e) Facsimile (Fax) responses will not be considered unless otherwise stated in the solicitation. Fax responses must be received before the hour and date specified for the solicitation opening.

TxDOT will not be responsible for failure of electronic equipment or operator error. Responses that are late, illegible, incomplete, or otherwise non-responsive will not be considered.

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(f) Email responses may be accepted if stated on the solicitation. Email responses must be received before the hour and date specified for the solicitation opening and be in Portable Document Format (PDF) (except for pricing schedules, which must be submitted in Excel format using the pricing spreadsheet developed by the department). All attached documents together must not exceed a total of 20 MB, must be signed by respondent, and be attached to the email to be considered for award. TxDOT will not be responsible for failure of electronic equipment, operator error, or system delays or outages. Responses that are late, illegible, incomplete, file-corrupted, flagged as a virus, or otherwise non-responsive will not be considered.

(g) RESPONDENT EXCEPTIONS OR CONDITIONED RESPONSES: Exceptions taken by respondent to TxDOT’s Terms and Conditions, or respondent’s Terms and Conditions attached to a response, will not be considered unless specifically referred to and clearly identified as such within the response, including, without limitations, exceptions related to software maintenance and usage or equipment maintenance services. TxDOT may reject a response that takes exception to TxDOT’s Terms and Conditions.

(h) TxDOT reserves the right to accept or reject all or any part of any response, waive minor technicalities, and make an award to best serve the interests of the state. TxDOT reserves the right to reject any response not prepared and submitted in accordance with the solicitation requirements.

(i) Response should indicate number of days required to deliver goods, or begin service (if required), at TxDOT’s designated location. Failure to indicate delivery time obligates vendor to complete delivery in fourteen (14) calendar days.

(j) Samples, when requested, must be furnished at no cost to TxDOT. TxDOT may perform tests on samples. If not destroyed in testing, samples will be returned upon request at respondent’s expense. Each sample must be marked with respondent’s name and address and TxDOT solicitation number. Samples must not be enclosed or attached to a response unless specified in the solicitation.

(k) The response, including price, is irrevocable for 120 calendar days following the hour and date specified for the solicitation opening. TxDOT may extend this period with respondent’s written agreement.

2.03 PRICING

(a) TxDOT’s automated purchasing system requires pricing to be submitted per unit and extended by multiplying the submitted price by the quantity. Unit prices govern in the event of extension errors. If a trade discount is offered on the solicitation response, it should be deducted, and net line extensions should be shown.

(b) All purchases are on a firm, fixed price basis unless otherwise stated in the solicitation.

(c) Vendor must not increase price(s) during the term of the contract unless otherwise stated in the contract. Vendor must give price reductions to TxDOT that result from reduced cost to vendor during the term of the contract.

(d) All prices must be F.O.B. destination, freight prepaid and allowed. This means vendor must prepay the freight charges and include them in the unit price.

(e) Purchases made for state use are exempt from state and local sales tax and federal excise tax.

Do not include tax in response pricing unless otherwise specified in the solicitation. State Sales Tax and Federal Excise Tax Exemption Certificates will be furnished by TxDOT on request.

(f) The contract may contain a “Total Cost Not to Exceed” statement. Vendor must not perform any work that may exceed either the contract total or the not-to-exceed total without prior written authorization from TxDOT.

(g) Consistent and continued tie response pricing may lead to rejection of the responses by TxDOT and investigation for antitrust violations.

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2.04 ADA CONSIDERATIONS AND NOTIFICATION: Persons with special needs or disabilities who plan to attend any pre-response conference or bid opening and who require auxiliary aids or service should contact the purchaser noted on the solicitation as the point-of-contact a minimum of three (3) business days prior to the meeting so arrangements can be made.

2.05 RESPONSE OPENINGS AND DISCLOSURE OF INFORMATION

(a) At the time of opening for RFOs or RFPs, only the names of respondents will be announced.

Prices will not be disclosed.

(b) At the time of opening for RFQs and IFBs, names of respondents will be announced, and pricing disclosed.

(c) Information submitted in an accepted response will not be returned to respondent. Government Code Chapter 552 (the “Public Information Act”) allows the public to have access to information in the possession of a governmental body through an open records request. Therefore, respondent must clearly identify in the response any confidential or proprietary information. Proprietary information identified by respondent in the response will be kept confidential by TxDOT to the extent permitted by state law. TxDOT will use best efforts to give respondent or vendor an opportunity to present to the Office of the Attorney General its arguments for non-disclosure of its identified confidential or proprietary information.

2.06 ALTERATIONS OR WITHDRAWAL OF RESPONSES

(a) Any alterations to a response made before the opening date and time must be initialed by respondent or authorized agent. Response cannot be altered or amended after the opening date and time.

(b) A response may be withdrawn if requested in writing prior to the opening or closing date and time.

A response may be withdrawn from consideration after the opening date only with the approval of TxDOT based on respondent’s written, acceptable reason. The response will not be considered for award but will be retained by TxDOT according to the response information confidentiality provision referenced in §2.05 (c).

2.07 DETERMINING AWARD: A response to a solicitation is an offer to contract with TxDOT based upon the terms, conditions, and specifications contained in the solicitation. Responses do not become contracts unless and until they are accepted through an authorized TxDOT designee by issuance of a contract. In determining the best value for the state, the purchase price and whether the goods or services meet specifications are the most important considerations, unless otherwise stated in the solicitation.

(a) BEST VALUE CRITERIA FOR PURCHASE OF GOODS OR SERVICES: When specified in the solicitation, the factors listed in Government Code §2155.074 will be considered in making a best value award. This section allows TxDOT to apply best value criteria to obtain goods and services that provide the best value for TxDOT. Under these guidelines, a respondent is not automatically awarded a contract if they submit the lowest bid response. TxDOT will be the sole judge as to which response is the most advantageous and in the best interest of TxDOT.

Factors, other than price, that may be considered in making an award:

(1) Installation costs.

(2) Life cycle costs.

(3) Quality and reliability of goods and services.

(4) Delivery terms.

(5) Indicators of probable vendor performance under the contract such as past vendor performance, the vendor's financial resources and ability to perform, the vendor's experience or demonstrated capability and responsibility, and the vendor's ability to provide reliable maintenance agreements and support.

(6) Cost of any employee training associated with a purchase.

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(7) The effect of a purchase on agency productivity.

(8) The impact of a purchase on the agency's administrative resources.

(9) Other factors relevant to determining best value for the state set forth in the solicitation.

(b) ADDITIONAL BEST VALUE CRITERIA FOR RFO PURCHASES: As provided in Government Code §2157.003, additional best value criteria will be used on all information technology equipment or service purchases including but not limited to:

(1) Purchase price.

(2) Compatibility to facilitate exchange of existing data.

(3) Capacity for expansion and upgrading to more advanced levels of technology.

(4) Quantitative reliability factors.

(5) Level of training required to bring end-users to a stated level of proficiency.

(6) Technical support requirements for maintenance of data across a network platform and management of the network’s hardware and software.

(7) Items, features, etc., which are in addition to requirements listed, as well as factors which, in TxDOT’s opinion, add value to the product or service but are not specifically required within the solicitation.

(c) NEGOTIATIONS FOR RFO AND RFP PURCHASES: TxDOT reserves the right to conduct formal negotiations with respondent(s) judged to have the best offer pertaining to price, goods, services, and terms.

(d) TxDOT reserves the right to reject a response from a respondent whose goods or services to TxDOT or other state agencies have been documented as unsatisfactory in providing the same goods or services.

(e) TIE RESPONSES: In case of tie responses, one or more preferences described in Government Code Chapter 2155 and 34 TAC §20.306 will be used to make an award. Tie responses which cannot be resolved by application of one or more preferences will be made by drawing lots.

2.08 PREFERENCES: A respondent may claim a preference under 34 TAC §20.306. To claim a preference, a respondent must identify the preference on the solicitation or on the response to the solicitation. If the appropriate area on the solicitation or response is not marked, a preference will not be granted unless other documents included in the response show a right to the preference.

2.09 DELIVERY: No substitutions or cancellations will be permitted without written approval from TxDOT.

Approval must be issued in the form of a purchase order change notice issued by TxDOT’s Procurement Division.

(a) If delay is foreseen, vendor must promptly give written notice to TxDOT. TxDOT has the right to extend delivery or service date if reasons appear valid. Vendor must keep TxDOT advised at all times of the status of the order. Default in promised delivery or service date (unless vendor has received a written extension of the delivery or service date which has been signed by TxDOT) or failure to meet specifications authorizes TxDOT to purchase goods or services elsewhere and charge the full increase, if any, in cost and handling to defaulting vendor.

(b) Delivery must be made between the days and hours stated in the solicitation.

(c) Receipt of goods or services does not constitute acceptance.

(d) Goods and materials must be properly packaged. Damaged goods and materials will not be accepted. If the damage is not readily apparent at the time of delivery, the goods shall be returned to vendor at no cost to TxDOT. TxDOT reserves the right to inspect goods at a reasonable time subsequent to delivery where circumstances or conditions prevent effective inspection of the goods at the time of delivery.

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2.10 INSPECTIONS AND TESTS: TxDOT may test and inspect goods and services purchased under the contract to ensure compliance with the specifications of the contract. TxDOT may also test and inspect goods and services before they are purchased under the contract. Goods and services will be subject to inspection and testing by TxDOT to the extent practicable at all times and places, including, without limitation, vendor’s place of business. To the extent practical, the inspections will not disrupt vendor’s daily operations. Tests will be performed on samples taken from regular shipments. In the event samples tested fail to meet all conditions and requirements of the specification, TxDOT may, at its option, reject the goods in whole or in part. The cost of the sample used and the cost of the testing shall be borne by vendor. Goods which have been delivered and rejected in whole or in part may, at TxDOT’s option, be returned to vendor or held for disposition at vendor’s risk and expense. Latent defects may result in cancellation of the contract at no expense to TxDOT. Acceptance of services will be based on attainment of performance in accordance with specifications and the contract.

2.11 VENDOR PERFORMANCE: TxDOT may review vendor’s performance under a contract of $25,000 or more resulting from the solicitation as described in Government Code §2155.089. These reviews and any resulting classification grade will be posted on the Vendor Performance Tracking System as noted in §2262.055 of the Texas Government Code.

Past Performance: A respondent's past performance will be measured based upon pass/fail criteria, in compliance with applicable provisions of Government Code §§2155.074, 2155.075, 2156.007, 2157.003, and 2157.125. Respondents may fail this selection criterion for any of the following conditions:

(a) A letter grade score below ‘C’ in the Vendor Performance System or a score of “legacy unsatisfactory” for historic reports submitted prior to the implementation of the current rating system.

(b) Being currently under a Corrective Action Plan through the CPA.

(c) Having repeated negative Vendor Performance Reports for the same reason.

(d) Having purchase orders that have been cancelled or terminated in the previous twelve (12) months for non-performance (i.e., late delivery, etc.).

Vendor performance information is located on the CPA website at http://www.txsmartbuy.com/vpts.

TxDOT may conduct reference checks with other entities regarding past performance. In addition to evaluating performance through the Vendor Performance Tracking System (as authorized by 34 TAC §20.115) TxDOT may examine other sources of vendor performance including, but not limited to, notices of termination, cure notices, assessments of liquidated damages, litigation, audit reports, and non-renewals of contracts. Any such investigations will be at the sole discretion of TxDOT and any negative findings, as determined by TxDOT, may result in non-award to respondent.

PART 3. RESPONDENT AFFIRMATIONS

3.01 FALSE STATEMENTS: Respondent represents and warrants that all statements and information in its submitted response are current, complete, true, and accurate. Submitting a response with a false statement or making material misrepresentations during the performance of a contract is a material breach of contract and may void the submitted response and any resulting contract and may result in removal of respondent from the Centralized Master Bidders List.

http://www.txsmartbuy.com/vpts

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3.02 REPRESENTATIONS, WARRANTIES, AND COVENANTS: Respondent represents, warrants, and covenants that:

(a) Personnel must be competent, knowledgeable, and experienced in the types of services to be provided under the contract and perform such services in a professional and workmanlike manner consistent with industry standards. Services must meet all specifications set forth in the contract provided, however, that where the contract specifies a particular standard or criteria for performance more particular than the foregoing, this warranty is not intended to and does not diminish that standard or criteria for performance. Further, in any case where detailed requirements for a service are not mutually agreed upon or set forth in the contract, such services shall be fit and sufficient for the purposes expressed in, or reasonably inferred from, such contract; and

(b) All goods and services furnished in connection with the contract must be of good and merchantable quality, strictly conform in all respects to the terms of the contract including any drawings, specifications, or standards incorporated herein, and be free from any defects (latent or otherwise) in materials, workmanship, and design.