ESBD_534095_1783001515022_0007993 Attachment A - Service Contract Template.pdf

INSTRUCTIONS TO ALL RESPONDENTS

RFP PR-0007993

SERVICE CONTRACT FOR

AIR FILTER CHANGING SERVICES

1. Respondents are required to review this Attachment A prior to submission of proposals.

2. Other than for typographical or scrivener’s errors TFC will not consider any exceptions and/or requests for modification to the contract template submitted after the date and time for submission of questions.

3. The following Articles, Sections and Exhibits of this Attachment A are not negotiable:

Article 1, Statement of Work, Sections 1.02 through 1.14 Article 2, Term and Termination

Article 3, Consideration Article 4, Contractor Personnel Article 5, State Funding Article 6, Records, Audit, Proprietary Information and Public Disclosure Article 7, Contractor’s Responsibilities and Warranties Article 8, Insurance, Indemnification and Legal Obligations Article 9, Contractor General Affirmations Article 10, Miscellaneous Provisions

Exhibit B, Washable Carbon Box and Washable Filter Instructions Exhibit C, Criminal Background Checks and Application Guideline

Exhibit D, HUB Subcontracting Plan Form Exhibit E, Approved HUB Subcontracting Plan (“HSP”) Exhibit F, HSP Progress Assessment Report Form (“PAR”)

4. The Service Contract shall be fully negotiated between TFC and the Successful Respondent(s) PRIOR TO award, whether award is made by TFC Procurement, or by the TFC Commission.

5. Upon notice of award, awardee shall submit final, negotiated version of Exhibit A, Facilities, Filter Information, and Pricing Sheet to Procurement who will review and then forward to General Counsel Division for incorporation into the service contract.

Lia Edwards June 29, 2026 Lia Edwards Date Assistant General Counsel

TFC Contract No. XX-XXX Contractor Name

RFP No. 0007993

SERVICE CONTRACT FOR

AIR FILTER CHANGING SERVICES

BETWEEN

THE TEXAS FACILITIES COMMISSION

AND

INSERT CONTRACTOR NAME

The Texas Facilities Commission (hereinafter referred to as “TFC”), a state agency located at 1711 San Jacinto Boulevard, Austin, Texas 78701, and Insert Contractor Name (hereinafter referred to as “Contractor”), located at Insert Principal Place of Business Address, enter into the following contract for Filter changing services (hereinafter referred to as the “Contract”) pursuant to Texas Government Code Section 2165.001.

1. STATEMENT OF WORK.

1.01. SERVICE AND PERFORMANCE REQUIREMENTS.

(a) Contractor shall provide air filter changing services for TFC at various facilities managed by TFC and located in Austin, Texas. The facilities are listed in Exhibit A - Facilities, Filter Information, and Pricing Sheet (hereinafter referred to as “Exhibit A”), attached hereto and incorporated herein for all purposes. Exhibit A is representative of the known facilities and may or may not be all inclusive; however, Contractor may provide services in any facility in which TFC provides services, whether listed or not. Services shall meet acceptable performance and quality standards as set forth in this Contract.

(b) BASE SERVICES.

(i) Contractor’s performance shall include, but not be limited to, the following when performing air filter services.

(A) Pre-filters will be MERV 10; secondary filters will be MERV 14.

(B) Provide standard and custom-sized filters, as applicable.

(1) Filter marked actual size as indicated in Exhibit A cannot deviate from size or they will not fit in unit.

(C) Contractor shall establish a labeling system for all filter replacements performed.

Labels must clearly indicate whether the filter is replaced monthly, quarterly, semi-annually, or annually, and must also include the date the filter was changed. Labels shall be easily identifiable and visible to a TFC employee without requiring removal of the filter from service. The Contractor shall present the proposed labeling system to the TFC Contract Administrator at the kickoff meeting.

(D) Remove and dispose of all debris from floors and furniture when installing filters in the ceiling, hallway, or any tenant occupied space.

(E) Provide appropriate off-site disposal of used filters on the same day of filter change. Do NOT dispose in any State facility dumpster.

(F) Report any observed equipment deficiencies to the TFC Contract Administrator the same day observed by email or phone call.

(G) Contractor is responsible for clean-up of work area.

(H) Contractor shall provide all necessary tools and equipment such as ladders, vacuums, tools, lights, etc.

(I) Contractor is responsible for ensuring all required tools, equipment, filters, and products are onboard truck prior to arriving at jobsite.

(J) Carbon box filters shall be emptied and carbon disposed of. Contractor shall refill with fresh carbon and reinstall, as referenced in Exhibit B- Washable Carbon Box and Washable Filter Instructions, attached hereto and incorporated herein for all purposes (hereinafter referred to as “Exhibit B”).

(K) Auto roll filters shall be changed as needed.

(L) Contractor must submit a filter replacement schedule at the beginning of every quarter for the running quarter.

(M) Contractor is responsible for cleaning all washable filters, as referenced in

Exhibit B.

(ii) Prior to a filter change, Contractor must either take the equipment out of service by shutting down or being turned off at the equipment disconnect or contact the TFC Contract Administrator to have equipment taken out of service. Once a change is complete, the equipment shall be put back into service by Contractor or by the TFC Plant Operations, if applicable. Contractor’s supervisors shall be trained and instructed on proper equipment shut down procedures by the Contract Administrator as defined in Section 1.02 of this Contract. TFC will entertain recommendations or suggestions from the Contractor regarding changes to the frequency of filters being changed as it relates to the cleanliness of filters.

(iii) Contractor shall report to the designated TFC Preventive Maintenance staff member (hereinafter referred to as “PM”). PM staff will report to the TFC Contract Administrator completed work and any issues encountered during filter replacements.

(iv) PM shall escort Contractor's employees to scheduled filter replacements in restricted areas. A list of restricted areas will be given to Contractor by TFC Contract Administrator at the kickoff meeting.

(v) For each job completed, Contractor shall prepare an accurate inventory receipt that shall be provided to TFC. Such inventory receipt will list unit, location, filter sizes, and number of filters and shall be initialed by both the TFC escort and Contractor’s service technician.

(c) AS NEEDED SERVICES.

(i) TFC may, from time to time, request Contractor to provide goods or services, on an as needed basis. Upon request by TFC for services, Contractor shall prepare and submit to TFC a quote for such services requested. Services will be charged at the rates set forth in Exhibit A. Contractor shall provide all labor, materials, equipment, tools, and transportation required to perform these services and shall be provided as a firm fixed price in Exhibit A. Services shall be documented by a Purchase Order. (hereinafter referred to as a “Purchase Order”). Each Purchase Order will cite TFC Contract No. [contract number] and shall be subject to the terms and conditions set forth in this Contract, and shall include a schedule and term, and compensation which shall be negotiated prior to the issuance of such Purchase Order. A Purchase Order may include more than one job/project. TFC will not pay Contractor for any work completed by Contractor without an approved Purchase Order. However, in the event of an emergency, Contractor may begin service upon a verbal direction from the TFC Contract Administrator.

(ii) The following shall be included on a submitted quote:

(A) issued TFC work order number, if applicable;

(B) labor type/description;

(C) price of filter; and

(D) quantity of filter.

(iii) Quotes shall not include taxes. TFC is tax-exempt. Quotes shall be formatted to match pricing as awarded and identified on Exhibit A. The TFC Contract Administrator purchasing products and services under this Contract may negotiate more advantageous pricing or participate in special promotional offers. In such event, a copy of such offerings shall be documented on project quotes.

(iv) Contractor understands and agrees that no minimum amount of work or a minimum number of Purchase Orders are guaranteed by this Contract.

(d) RESPONSE TIME All building filters shall be changed as shown in Exhibit A and according to quarterly schedules provided by Contractor.

(i) Filters changed on a three hundred sixty-five (365) day interval shall be changed on the scheduled date plus or minus thirty (30) days or the service shall be considered late. Due dates shall be set at three hundred sixty-five (365) days after the last filter installation.

(ii) Filters changed every one hundred eighty (180) days shall be changed on the scheduled due date plus or minus ten (10) days or the service shall be considered late. Due dates shall be set at one hundred eighty (180) days after the last filter installation.

(iii) Filters changed every ninety (90) days shall be changed on the scheduled due date plus or minus seven (7) days or the service shall be considered late. Due dates shall be set at ninety (90) days after the last filter installation.

(iv) Filters changed every sixty (60) days shall be changed on the scheduled due date plus or minus five (5) days or the service shall be considered late. Due dates shall be set at sixty (60) days after the last filter installation.

(v) Filters changed on a thirty (30) day interval shall be changed every thirty (30) days on the scheduled due date plus or minus three (3) days, or the service shall be considered late. Due dates shall be set at thirty (30) days after the last filter installation.

(vi) Filters changed every fourteen (14) days shall be changed on the scheduled due date plus or minus one (1) day, or the service shall be considered late. Due dates shall be set at fourteen (14) days after the last filter installation.

(vii) When possible, provide seven (7) business days notice to the Contract Administrator if change is needed in scheduled work.

(viii) Provide seven (7) business days email notice for increases in scope of work scheduled.

(e) WORKING HOURS.

Contractor shall perform the services set forth in this Contract between the hours of 2:30pm

– 11:00pm, Monday through Friday with the following exceptions:

(i) Wheless Lane Laboratories located at 2801 Wheless Lane, Austin, Texas – between the hours of 8:00 a.m. – 5:00 p.m., Monday through Friday by appointment to be set up with the TFC Contract Administrator;

(ii) the Texas School for the Deaf Campus Buildings – between the hours of 8:00 a.m.

– 5:00 p.m., Monday through Friday;

(iii) Promontory Point – between the hours of 8:00 a.m. – 4:00 p.m.;

(iv) Credit Union Building - between the hours of 8:00 a.m. – 5:00 p.m.;

(v) Insurance Warehouse – between the hours of 8:00 a.m. – 5:00 p.m.;

(vi) Warehouse at Bolm Road- between the hours of 8:00 a.m. – 5:00 p.m.;

(vii) Mary’s Hair Studio - between the hours of 10:00 a.m. – 4:00 p.m.; and

(viii) any other exceptions having prior approval of the TFC Contract Administrator.

Services that fall on a State Holiday shall be mutually coordinated and rescheduled between the TFC Contract Administrator and Contractor. The State of Texas Holiday Schedule is published by the Texas State Auditor’s Office and located at this link:

https://hr.sao.texas.gov/Holidays.

(f) MATERIALS

(i) Contractor shall maintain a supply of the filters required under this Contract.

(ii) Contractor must maintain a local warehouse and be able to deliver stock as needed with forty-eight (48) hour notice of identification of need.

(g) SPECIAL PROVISIONS

(i) All services for the Promontory Point, Dr. Bob Glaze Laboratory (DBGL) and A- 600 Buildings require TFC to provide tenant agencies one (1) week prior notice and obtain their approval before services may be performed onsite. Contractor and the TFC Contract Administrator must coordinate when services will be scheduled for these locations.

(ii) For the State Records Center, Contractor must provide a carbon filter for odor control and a synthetic NOCTA roll filter installed over the bag filter.

(h) REQUIRED PERSONNEL.

https://hr.sao.texas.gov/Holidays

Contractor agrees to employ competent personnel meeting the requirements outlined in the specifications, who shall be satisfactory to TFC. Personnel assigned to perform services under this Contract may not be reassigned without the prior written approval by the TFC Contract Administrator. See Articles 4 and 7 for additional personnel requirements.

(i) TRAVEL TIME.

Travel time to and from a job site, including work covered under warranty, is not reimbursable under this Contract. Contractors shall, upon arrival and departure, check in and out with the TFC Contract Administrator and sign the contractor log book located in every building, the exact locations of which will be provided by the TFC Contract Administrator at the kickoff meeting.

(j) FREIGHT AND SHIPPING CHARGES Freight and shipping charges are not allowable expenses under this Contract. Expedited shipping charges, with prior approval from the TFC Contract Administrator, may be allowed.

(k) LICENSING AND CODES.

(i) Contractor shall ensure service and maintenance technicians are properly trained, certified and licensed, as applicable to the systems covered by this Contract, to perform the assigned work. TFC reserves the right to verify that the certification or license is current for the individual working on each piece of equipment or system under the Contract. Contractor is responsible for providing training, certification, or license renewals for its employees.

(ii) All work performed by Contractor shall be in accordance with the International Mechanical Code, National Electrical Code, state and federal laws and the manufacturer’s standard recommendation manuals for service and repair.

(l) SERVICE COMPLETION TIME.

Contractor must perform work within timeframe agreed upon by Contractor and TFC prior to beginning work. If Contractor cannot perform work within timeframe stated, Contractor may be subject to liquidated damages.

(m) DRAWINGS.

Omitted intentionally.

(n) MODIFICATIONS TO SPECIFICATIONS OR DRAWINGS.

Omitted intentionally.

(o) BUSINESS OFFICE.

Contractor shall have a local physical office with local telephone service. Contractor shall advise TFC of all current phone numbers. The use of a recording or answering device, or an answering service, is not acceptable except for after normal business hours as set out in Section 1.01.(e). Contractor shall provide the TFC Contract Administrator an emergency twenty-four (24) hour response number to allow immediate contact of the authorized Job Manager. TFC may provide office and storage space, at no expense to Contractor, subject to availability and as reasonably necessary, for the performance of Contractor’s duties under this Contract. If Contractor is provided office space in a state-owned facility, it may only be accessed by Contractor personnel that have been screened and provided a badge by TFC.

1.02. TFC CONTRACT ADMINISTRATOR.

(a) TFC shall designate a TFC Contract Administrator for this Contract who will serve as the point of contact between TFC and Contractor. For all purposes, the TFC Contract Administrator includes the TFC Contract Administrator’s designated representative (hereinafter collectively referred to as “TFC Contract Administrator”). The instructions of the TFC Contract Administrator are to be strictly and promptly followed by Contractor at all times. The TFC Contract Administrator is to have free access to Contractor’s supplies, equipment, and work product at all times for inspection and audit. Contractor is to afford the TFC Contract Administrator all necessary assistance during those inspections and/or audits. The TFC Contract Administrator will decide any and all questions that may arise as to the quality and acceptability of work performed, and as to the manner of performance and rate of progress of the work. The TFC Contract Administrator will determine the amount of work performed and materials furnished which are to be paid under this Contract. Failure of the TFC Contract Administrator during the progress of the Contract to:

(i) discover or reject unacceptable work;

(ii) discover work not in accordance with the Contract; or

(iii) fail to exercise any remedies in connection therewith, shall not be deemed an acceptance thereof or a waiver of TFC’s right to full performance of the Contract.

(b) Contractor agrees to conduct all of its services under this Contract by and through appropriate communications with the TFC Contract Administrator. No work, installation or other services shall be undertaken by Contractor except with the prior written direction of the TFC Contract Administrator. Contractor understands and agrees that work, installation, or any other service performed without the prior written direction of TFC Contract Administrator is work outside the scope of this Contract and shall be performed exclusively at Contractor’s risk and own expense.

1.03. EXAMINATION OF PREMISES.

Contractor shall be held to have examined all facilities at which the work will take place and to be familiar with the conditions under which the work will be accomplished. Contractor shall inspect existing conditions prior to commencing work, including elements subject to damage or movement during the performance of services under this Contract.

1.04. DAMAGE TO EXISTING STRUCTURES.

(a) Contractor shall be responsible for all damage to existing facility or previously completed work resulting from the acts or omissions of its staff or subcontractors. Contractor shall protect the work, adjacent property and the public from damage and debris. It is the intent of this Contract that any item affected by the work shall be restored to a state equal to or better than its original condition.

(b) In the event of damage as a result of Contractor’s or its subcontractor’s operations, Contractor shall notify the TFC Contract Administrator as described below:

(i) if the damage poses a threat to health or safety or if further damage will result if immediate action is not taken, Contractor will report the damage to the TFC Contract Administrator as soon as Contractor is aware of the damage. If the Contractor is not able to reach the TFC Contract Administrator immediately, Contractor may call TFC’s emergency hotline at (512) 463-3600. Contractor shall take any available steps to mitigate further damage.; or

(ii) all other damage must be reported to the TFC Contract Administrator within three

(3) calendar days of Contractor becoming aware of the damage.

(c) Contractor shall repair or restore all damage resulting from the acts or omissions of its staff or subcontractors to the satisfactory approval of the TFC Contract Administrator, such approval not to be unreasonably withheld. Contractor shall present its intended plan of action for the repair or restoration to the TFC Contract Administrator. Contractor shall engage any additional outside services which may be necessary to facilitate repairs until services and facilities are restored. Contractor shall be responsible for all costs to repair and restore disrupted facilities and services, including but not limited to direct and consequential costs resulting from the aforesaid damage. If the TFC Contract Administrator is not satisfied with Contractor’s plan of action, the TFC Contract Administrator may elect to perform such repairs and deduct the cost of such repairs, replacements, and outside services from amounts due to Contractor.

1.05. UTILITIES.

Upon the approval of the TFC Contract Administrator, Contractor shall have the right to utilize air, water, gas, steam, electricity, and similar items of expense from existing outlets at TFC property.

1.06. STORAGE/WASTE REMOVAL.

Contractor will be allowed to temporarily store materials and equipment in performance of this Contract only if space is available in each Facility. Storage space will be arranged through the TFC Contract Administrator. Contractor shall keep premises clean on a continual basis and no trash or debris will be permitted to accumulate in work areas. Use of a dust barrier may be required and will be communicated to Contractor by the TFC Contract Administrator on a per project basis.

Contractor will remove and dispose of all trash and oil from floors when job is complete for the day. Contractor shall be responsible for removal and disposal of all debris, waste materials, waste packaging material, and excess materials purchased by Contractor associated with this contract which may include, if applicable, the rental of a waste receptacle. If needed, site placement of the waste receptacle shall be approved by the TFC Contract Administrator. TFC is not responsible for the security of stored materials and equipment. TFC encourages the use of gang boxes for tool storage and securing the site when unoccupied by Contractor. Contractor shall maintain at all times clear access to fire lanes and emergency and utility control facilities such as fire hydrants, fire alarm boxes, utility valves, manholes, junction boxes, fire extinguishers, and emergency exits.

1.07. SECURITY AND IDENTIFICATION.

Contractor shall abide by all procedures and rules as conveyed by the TFC Contract Administrator regarding security requirements of the facility where work is to be performed.

(a) All Contractor’s and subcontractor’s personnel must wear either uniforms or appropriate clothing identifying them as employees of the Contractor or subcontractors at all times when working in TFC facilities.

(b) Contractor personnel must have a TFC supplied identification badge visible at all times when working in TFC facilities. Contractor shall notify TFC Contract Administrator if any staff is no longer employed with the company within (24) hrs.

(c) Contractor may be issued keys in performance of the contract. Contractor is responsible for all keys and responsible for all cost to re-key a building if the master key is lost.

1.08. CONTRACTOR ACCESS.

Access routes, entrance gates or doors, parking and storage areas, and other necessary Contractor access, along with any imposed time limitations shall be designated by TFC Contract Administrator. Contractor shall conduct operations in strict observation of the access routes and other areas established. Under no circumstances shall any of Contractor’s employees, vehicles, or equipment enter or move upon any area not authorized by TFC Contract Administrator for access by Contractor.

1.09. CONTRACTOR PARKING.

Parking, for Contractor vehicles when performing work, must be coordinated through the TFC Contract Administrator. The TFC Contract Administrator will arrange parking according to parking availability at the job site. Parking in close proximity to the project may not be possible.

Contractors may be required to utilize remote parking and carpooling when space is not available.

TFC will not reimburse Contractor for any cost incurred for parking fees or fines.

1.10. SMOKING.

All facilities where work is to be performed are non-smoking facilities. Contractor’s employees are prohibited from smoking in all areas except in areas designated for smoking.

1.11. DISPOSAL OF SALVAGEABLE ITEMS.

(a) The TFC Contract Administrator shall mark and/or otherwise inform Contractor of any material that will be salvaged by TFC. Disposal may include depositing in a central location for salvage by TFC or delivery to TFC’s warehouse, located at 6506 Bolm Road, Austin, Texas, or other locations as determined by the TFC Contract Administrator.

(b) TFC may elect to offer any salvageable material to Contractor, as a trade-in on new property of the same general type, in accordance with Texas Government Code Section

2175.903. Contractor is not obligated to accept the salvageable material.

1.12. CHEMICALS.

Contractors and subcontractors shall provide TFC Risk Management and the TFC Contract Administrator a legible Safety Data Sheet (hereinafter referred to as “SDS”) for all chemicals to be used or brought onto TFC controlled property for each project. SDSs shall be submitted prior to the start of work.

1.13. CALLBACK.

For the purpose of evaluating performance under this Contract, a “Callback” is defined as a service call that requires Contractor to return to complete or repair a previously performed service due to Contractor’s inability, negligence, or lack of knowledge to perform services. Contractor is responsible for all labor hours required to complete the work, with no additional compensation for extended or increased hours. Contractor shall maintain a complete, orderly written report of all Callbacks. These “Callback Reports” shall indicate the time, date, name of personnel, problems reported, and corrective measures taken to complete or repair all problems. A consolidated Callback Report is to be furnished to TFC as soon as the service is provided.

1.14. CALLBACK RESPONSE.

Failure by Contractor to successfully complete a service will result in a Callback. The TFC Contract Administrator will contact the Contractor and notify them of the Callback. Contractor will respond to the Callback no later than the next business day with a technician possessing the technical expertise, knowledge, and any required material to correct the problem. Contractor shall check in and out with the TFC Contract Administrator to ensure that the TFC Contract Administrator logs the commencement and completion times for the “Callback Service Ticket,” or summary list, for the services performed to correct the problem. Contractor shall provide the following information on the Callback Service Ticket:

(a) facility name;

(b) asset name and number;

(c) TFC work order number;

(d) name of Contractor personnel performing the work;

(e) trade category of person performing the work;

(f) number of hours worked;

(g) itemized list of parts/material used/replaced; and

(h) narrative description of what the technician found that was causing the problem and what was done to correct it.

2. TERM AND TERMINATION

2.01. CONTRACT AWARD.

(a) This Contract shall be effective as the date of last signature below, and shall expire on

August 31, 2029, unless extended by the parties by amendment to this Contract or terminated earlier, as provided in Section 2.02. This Contract may be renewed for two (2) additional two (2) year periods. TFC may request an extension not to exceed three (3) months for purposes of re-solicitation. Any extension or renewal of this Contract shall be implemented by an amendment to the Contract signed by both parties and shall be subject to the provisions, terms and conditions of this Contract to include any TFC approved changes.

(b) Notwithstanding the termination or expiration of this Contract, the provisions of this Contract regarding confidentiality, indemnification, transition, records, right to audit and independent audit, property rights, dispute resolution, invoice and fees verification, and default shall survive the termination or expiration dates of this Contract.

2.02. TERMINATION.

(a) Termination with Default. TFC may terminate this Contract immediately for default by providing written notice to Contractor of such termination if the Contractor fails to execute the work properly, performs work in an unsatisfactory manner, or fails to perform any provision of the Contract. In the event of abandonment or default, Contractor will be responsible for paying damages to TFC, including but not limited to, the cost to re-solicit this Contract and any consequential damages to the State of Texas or TFC resulting from Contractor’s non-performance. The defaulting Contractor will not be considered in the re-solicitation and may not be considered in future solicitations for the same type of work, unless the scope of work is significantly changed.

(b) Termination without Default. TFC may, at its sole option and discretion, terminate this Contract at any time, for any reason whatsoever, in whole or in part, by giving written notice (the “Notice of Termination”) to Contractor at least thirty (30) days prior to the effective date of termination or reduction in the scope of work. In the event of termination by TFC under this subsection, Contractor shall be governed by the terms and conditions, and shall perform the acts outlined in the following Section 2.02(c) below.

(c) Implementation of Termination. Contractor shall terminate all work under the Contract to the extent and on the date specified in the Notice of Termination and until such date shall, to the extent stated in the Notice of Termination, do such work as may be necessary and be compensated only for such work as may be necessary as determined by TFC Contract Administrator to preserve the work in progress and to protect materials, properties, and equipment. In the event of termination by TFC, TFC shall pay Contractor for all work satisfactorily performed up to the effective date of termination or reduction in the scope of work in accordance with the prices included in the scope of work.

(d) Termination by Contractor. Contractor may terminate the Contract upon providing sixty

(60) days’ written notice to TFC. In the event of termination by Contractor, Contractor shall be governed by the terms and conditions of this Contract and shall perform the acts outlined in Section 2.02(c) above. Contractor will be held responsible for additional cost incurred from the termination of this Contract.

2.03. UNSATISFACTORY PERFORMANCE.

In its sole and absolute discretion, TFC may determine that a Contractor's performance is unsatisfactory. An unsatisfactory performance determination may be based upon, but is not limited to, the following:

(a) more than three (3) instances, within one (1) calendar year of HSP and invoices not being submitted accurately and within the required time after service completion;

(b) more than one (1) Callback to correct a problem within thirty (30) calendar days or more than two (2) Callbacks in a calendar year;

(c) more than three (3) instances, within one (1) calendar year, of failing to change filters according to the agreed-upon schedule;

(d) more than one (1) complaint of inappropriate language or behavior within one (1) month;

or

(e) more than three (3) instances, within one (1) calendar year of not signing in and out of logs.

2.04. CORRECTIVE ACTION PLAN.

(a) If TFC identifies one or more instances of Contractor’s unsatisfactory performance based on the actions or inactions set forth in Section 2.03 above or otherwise based on Contractor’s obligations under this Contract, the TFC Contract Administrator may request a corrective action plan (hereinafter referred to as “Corrective Action Plan”) from Contractor by notifying Contractor in writing of the issue(s) which constitute unsatisfactory performance, and direct Contractor to provide a written Corrective Action Plan. Contractor shall deliver a Corrective Action Plan within ten (10) business days of TFC Contract Administrator’s notification, and such plan shall be subject to written approval by the TFC Contract Administrator. The Corrective Action Plan shall address how Contractor will correct the instances of unsatisfactory performance identified by TFC, and provide that Contractor shall, unless otherwise approved in advance by the TFC Contract Administrator, complete all actions set forth in the Corrective Action Plan no later than thirty (30) calendar days following Contractor Administrator’s approval of the Plan. Failure to correct specific instances of unsatisfactory performance included in the notice requesting the Corrective Action Plan, within the time as set forth in this paragraph, shall entitle TFC to avail itself of one or more of the following remedies at TFC’s sole and absolute discretion:

(i) TFC’s removal of one or more facilities and/or one or more services from the scope of this Contract; and/or

(ii) TFC’s termination of this Contract.

(b) In addition, if Contractor is required to deliver and perform under more than one (1) Corrective Action Plan within any period of twelve (12) consecutive calendar months during the term of this Contract, and regardless of whether or not Contractor successfully completes such Corrective Action Plans, TFC may consider such conduct to amount to Contractor’s continuing material nonperformance of services under this Contract. In such an event, TFC may invoke one or more of the following remedies at TFC’s sole and absolute discretion:

(i) TFC’s removal of one or more Facilities and/or one or more services from the scope of this Contract; and

(ii) TFC’s imposition of liquidated damages on Contractor in an amount equal to ten percent (10%) of the amount of compensation otherwise payable by TFC to Contractor under this Contract for work performed during the three (3) calendar month period preceding the date the most recently submitted Corrective Action Plan was approved by the TFC Contract Administrator; or

(iii) TFC’s termination of this Contract.

2.05. NO LIABILITY UPON TERMINATION.

If this Contract is terminated in accordance with the terms of this Contract or as otherwise provided by law, TFC and the State of Texas shall not be liable to Contractor for any damages, claims, losses, or any other amounts arising from or related to any such termination absent an award of damages pursuant to Texas Government Code, Chapter 2260.

2.06. CHANGE IN FEDERAL OR STATE REQUIREMENTS.

If federal or state laws, rules, regulations or requirements applicable to this Contract are amended, performance under this Contract will be subject to the laws, rules, regulations or requirements applicable at the time of performance under the Contract. If federal or state laws or regulations or other federal or state requirements are amended or judicially interpreted so that either TFC or Contractor cannot reasonably fulfill the Contract and if the parties cannot agree to an amendment that would enable substantial continuation of the contract, the parties shall be discharged from any further obligations under the Contract.

2.07. RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT.

In the event that the Contract is terminated for any reason, or upon its expiration, TFC shall retain ownership of all associated work products and documentation obtained from the Contractor under this Contract.

3. CONSIDERATION.

3.01. CONTRACT LIMIT AND FEES AND EXPENSES.

(a) The total amount of this Contract shall not exceed the sum of $XXX.xx. This amount includes Base Services fee, as defined in Section 1.01 (b), and any As Needed Services, as defined in Section 1.01 (c). Pricing fees shall be invoiced in accordance with Exhibit A.

Any changes to the not to exceed amount of this Contract or pricing fees set forth in Exhibit A shall be submitted to TFC for review and shall be approved by amendment to this Contract.

(b) If, at any time during the term of this Contract, Contractor reduces the comparable price of any article or service covered by the Contract to customers other than TFC, the prices charged to TFC for such articles or services shall also be reduced proportionately. Such reduction shall be effective at the same time and in the same manner as the reduction in price to customers other than TFC. In addition to invoicing at the reduced prices, Contractor shall furnish promptly to TFC complete information regarding the reduction.

(c) The pricing given in Exhibit A will be used in making requests for changes to contract pricing per facility. Changes to the proposed pricing during the term of this Contract must be submitted to TFC’s Contract Administrator for approval and must include documentation to justify a proposed increase. Changes to Contract pricing during the term of the Contract will only be considered when the adjustment exceeds 5% of the then‑current building pricing and results directly from changes in filter sizes, requested filter types, or modifications to installed equipment. Any requested adjustment must be justified using the unit pricing established in the Contract, or—if the exact size is not listed—the closest comparable filter size included in the unit pricing. Pricing for any new filter types not included in the Contract will be negotiated with the Contractor.

3.02. PAYMENTS TO CONTRACTOR.

(a) Payments to Contractor will be made within thirty (30) days from receipt of a correct invoice or billing statement in accordance with the Texas Government Code, Chapter 2251, known as the Texas Prompt Payment Act. An invoice is considered received on the date it is date stamped by TFC Accounts Payable. Contractor will be paid for completion of work accepted and approved by the TFC Contract Administrator. For large projects, partial payment may be allowed once per month on completed work with acceptance and approval of the TFC Contract Administrator.

(b) Contractor will be paid for work performed to the end of the preceding month, provided that the work required to be performed under the Contract shall have been fully and satisfactorily completed, accepted, and approved by TFC Contract Administrator.

(i) The Contractor must submit monthly invoices for all base services.

(c) Contractor shall invoice TFC for work performed by vendor identification number, facility, and purchase order number. Invoices must be submitted in compliance with 34 Texas Administrative Code, Part 1, Section 20.487(a) and must include the purchase order number. Additionally, invoices for any materials purchased for each project must be provided if requested by TFC. Address for submission is: Texas Facilities Commission, Accounts Payable, P.O. Box 13047, Austin, Texas 78711-3047 or accountspayable@tfc.texas.gov.

(d) Contractor shall invoice TFC within two (2) weeks of service/project completion for As needed services. Contractor material invoices shall be attached to final invoice.

3.03. ADDITIONAL SERVICES.

(a) TFC may, at any time during the term of this Contract, request the addition of: (i)

Additional Services not included in Article 1 of this Contract; or (ii) units and/or facilities for which no unit price was included in Exhibit A.

(b) Upon request by TFC for Additional Services or additional units and/or facilities, Contractor shall submit to TFC a quote for the adjustments requested. Prices for any Additional Services shall be calculated by comparing pricing to similar services included in Exhibit A.

(c) Upon agreement by TFC and Contractor, any Additional Services, units or facilities added to the Contract shall be documented by amendment to the Contract. Contractor shall provide requested services within thirty (30) days of execution of the amendment or as otherwise agreed by the parties.

4. CONTRACTOR PERSONNEL.

4.01. REQUIRED QUALIFICATIONS.

At all times during the term of the Contract, Contractor shall have available, under direct employment and supervision, the necessary qualified and licensed personnel, organization and facility to properly fulfill all the terms and conditions of this Contract.

mailto:accountspayable@tfc.texas.gov

4.02. GENERAL AND CRIMINAL BACKGROUND CHECKS.

(a) Contractor represents and warrants that Contractor and Contractor’s employees have not been convicted of a felony criminal offense, or that, if such a conviction has occurred, Contractor has fully advised TFC as to the facts and circumstances surrounding the conviction.

(b) Contractor’s employees and subcontractors that will complete any work on site at a state-owned property may be subject to a criminal background check. Any expense associated with such criminal background check shall be borne by Contractor. If requested by TFC, a complete criminal background check shall be completed before any employee performs services at the site and may be requested at any time thereafter. Criminal background checks must be accomplished by the Texas Department of Public Safety (“DPS”), which includes fingerprint processing by an independent third-party company selected by DPS.

Upon receipt of the fingerprints of Contractor’s employees and/or subcontractors, DPS or TFC, will adjudicate the results of the criminal background searches in accordance with the criteria set forth in Exhibit C - Criminal Background Checks and Application Guidelines, (hereinafter referred to as “Exhibit C”) attached hereto and incorporated herein for all purposes.

4.03. REMOVAL OF PERSONNEL.

(a) TFC may request that the Contractor replace unsatisfactory personnel, which request shall not be unreasonably denied.

(b) TFC may request that Contractor remove any employee for cause, including but not limited to, poor or unacceptable performance of work; theft, abusive language or behavior, or improper attire. Repeat occurrences of this type may be cause for termination of the Contract.

4.04. CONTRACTOR SAFETY.

(a) All Contractors and subcontractors conducting work for TFC shall abide by all

Occupational Safety and Health Administration (hereinafter referred to as “OSHA”) rules and regulations provided by the Department of Labor, OSHA, and Code of Federal Regulations, Chapter 29. Employees of Contractor and subcontractors shall be trained in accordance with Chapter 29, Occupational Safety and Health Regulations.

(b) Contractor and subcontractors shall inform the TFC Contract Administrator of their Hazardous Electrical Energy Control, Lockout/Tagout Procedure. Contractor’s procedure must meet or exceed TFC’s procedure as determined by the TFC Contract Administrator.

(c) Work shall not be done on energized electrical circuits, components or equipment. When de-energizing is impractical due to possible harm to personnel, equipment, or facility damage, negative on-site or off-site environmental impact, or business interruption Contractor must follow OSHA requirements as detailed in OSHA Regulations 1910.331 – 1910.399.

4.05. CONTRACTOR COOPERATION.

Contractor agrees to cooperate and coordinate its work with that of other contractors retained by TFC. Upon discovery of an apparent conflict in the sequencing of work with another contractor, Contractor shall report the concern to TFC Contract Administrator who will resolve the conflict.

4.06. E-VERIFY.

(a) By entering into this Contract, Contractor certifies and ensures that it utilizes and will continue to utilize, for the term of this Contract, the U.S. Department of Homeland Security’s E-Verify system, in accordance with the U.S. Department of Homeland Security’s rules, to determine the eligibility of:

(i) all persons employed to perform duties within the State of Texas, during the term of the Contract; and

(ii) all persons (including subcontractors) assigned by the Contractor to perform work pursuant to the Contract, within the United States of America.

(b) Contractor shall provide, upon request of TFC and if available, an electronic or hardcopy screenshot of the confirmation or tentative non-confirmation screen containing the E- Verify case verification number for attachment to the Form I-9 for the three (3) most recent hires that match the criteria above, by the Contractor, and Contractor’s subcontractors, as proof that this provision is being followed. If this certification is falsely made, the Contract may be immediately terminated, at the discretion of TFC, and at no fault to TFC, with no prior notification. Contractor shall also be responsible for the costs of any re-solicitation that TFC must undertake to replace the terminated Contract.

5. STATE FUNDING.

5.01. STATE FUNDING.

(a) This Contract shall not be construed as creating any debt on behalf of the State of Texas and/or TFC in violation of Tex. Const. art. III, § 49. In compliance with Tex. Const. art.

VIII, § 6, it is understood that all obligations of TFC hereunder are subject to the availability of state funds. If such funds are not appropriated or become unavailable, this Contract may be terminated. In that event, the parties shall be discharged from further obligations, subject to the equitable settlement of their respective interests accrued up to the date of termination.

(b) Furthermore, any damages due under this Contract should not exceed the amount of funds appropriated for payment under this Contract, but not yet paid to Contractor, for the fiscal year budget in existence at the time of the breach; provided, however, the foregoing shall not be construed as a waiver of sovereign immunity.

6. RECORDS, AUDIT, PROPRIETARY INFORMATION, AND PUBLIC

DISCLOSURE

6.01. SUPPORTING DOCUMENTS, RETENTION; RIGHTY TO AUDIT; INDEPENDENT AUDITS.

(a) Contractor shall maintain and retain supporting fiscal and any other documents relevant to showing that any payments under this Contract were expended in accordance with the laws and regulations of the State of Texas, including but not limited to, requirements of the Comptroller of the State of Texas and the State Auditor. Contractor shall maintain all such documents and other records relating to this Contract and the State’s property for a period of seven (7) years after the date of submission of the final invoices or until a resolution of all billing questions, whichever is later. Contractor shall make available at reasonable times and upon reasonable notice, and for reasonable periods, all documents and other information related to the Contract. Contractor and any subcontractors shall provide the State Auditor with any information that the State Auditor deems relevant to any investigation or audit. Contractor must retain all work and other supporting documents pertaining to this Contract, for purposes of inspecting, monitoring, auditing, or evaluating by TFC and any authorized agency of the State of Texas, including an investigation or audit by the State Auditor.

(b) Contractor shall cooperate with any authorized agents of the State of Texas and shall provide them with prompt access to all of such State’s work as requested. The acceptance of funds by Contractor or any other entity or person directly under this Contract, or indirectly through a subcontract under this Contract, shall constitute acceptance of the authority of the State Auditor to conduct an audit or investigation in connection with those funds. Contractor acknowledges and understands that the acceptance of funds under this Contract shall constitute consent to an audit by the State Auditor, Comptroller or other agency of the State of Texas. Contractor shall ensure that this paragraph concerning the State’s authority to audit funds received indirectly by subcontractors through Contractor and the requirement to cooperate is included in any subcontract it awards. Furthermore, under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the State Auditor must provide the State Auditor with access to any information the State Auditor considers relevant to the investigation or audit.

6.02. PROTECTION OF CONFIDENTIAL INFORMATION.

Contractor hereby acknowledges, understands and agrees:

(a) that in the course of its performance under the Contract, certain Confidential Information (as defined below) will be disclosed to Contractor; and

(b) that whether developed by TFC or others employed by or associated with TFC, all Confidential Information is, and shall remain, the exclusive and confidential property of TFC, and shall be at all times regarded, treated and protected as such by Contractor in accordance with this Contract. Failure to mark any information “Confidential” shall not affect the confidential nature of such information.

6.03. DEFINITION OF CONFIDENTIAL INFORMATION.

“Confidential Information” shall mean any and all information, whether or not originated by TFC, revealed by or through TFC in connection with the Contract, which the Contractor either knows or reasonably should know to be proprietary, sensitive or confidential in nature, including without limitation:

(a) information either expressly or implicitly identified as originating with or belonging to TFC or marked or disclosed as confidential;

(b) information traditionally recognized as proprietary or as critical infrastructure information of TFC and

(c) information deemed confidential or otherwise protected from disclosure under Texas law.

Such Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to writing or designated as “Confidential”):

(i) Architectural and engineering drawings and specifications, including technological system plans (e.g., information technology systems, security systems, fire controls and building automated systems) in any format including, but not limited, CAD files (dwg, dxf), building information management and modeling (BIM) files (rvt, rfa).

(ii) Work product resulting from, or related to, work, projects, or services performed or to be performed by TFC for Contractor that are related to the business and/or operations of TFC, including but not limited to, methods, processes, procedures, analysis, techniques, and audits used in connection therewith.

(iii) Computer software of any type or form in any stage of actual or anticipated research and development, including, but not limited to, programs and program modules, routines and subroutines, processes, algorithms, design concepts, design specifications (design notes, annotations, documentation, flowcharts, coding sheets, and the like), source code, object code and load modules, programming, program patches, and system designs.

(iv) Information relating to TFC’s proprietary rights prior to any public disclosure thereof, including but not limited to, the nature of the proprietary rights, production data, technical and engineering data, test data and test results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights, and trade secrets).

(v) Internal personnel and financial information, vendor names…