ESBD_552557_1787582273477_TDEM-RFP-1549 WebEOC Expert Developer Addendum #1.pdf

Texas Division of Emergency Management

30-TDEM-RFP-1549

WebEOC Expert Development Services RFP # TDEM-RFP-1549 Addendum #1

PROPOSAL MUST BE RECEIVED BEFORE:

September 7, 2026, at 4:30 PM CT

NOTE: PROPOSALS must be submitted through AggieBid.

https://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=TAMU

Please plan ahead and submit your proposal early just in case you have technical issues.

Pursuant to the Provisions of Texas Government Code Title 10, Chapter 2156.121 - 2156.127, sealed proposals will be received until the date and time established for receipt. After receipt, only the names of proposers will be made public. Prices and other proposal details will only be divulged after the award if one is made.

REFER INQUIRIES TO:

Joanna Morgan-Schaede, CTPM, CTCM

Contract Administrator II/Vet HUB Coord email: joanna.morgan-schaede@tdem.texas.gov

REQUEST FOR PROPOSAL

mailto:joanna.morgan-schaede@tdem.texas.gov

Table of Contents

SECTION 1. INTRODUCTION 4

1.1 Introduction

1.2 Brief History and Current Organization

1.3 Scope of Work

1.4 Award………………………………………………………………………………………………………4

1.5 Contract Term

1.6 Schedule of Events

SECTION 2. REQUIREMENTS 6

2.1 Technical Proposal

2.2 References

2.3 Specifications ……………………………………………………………………………………………………...6

SECTION 3. GENERAL INFORMATION 9

3.1 Submittal Deadline and Location

3.2 Submittal Instructions……………………………………………………………………………………..9

3.3 TDEM Contacts

3.4 Inquiries and Interpretations

3.5 Electronic State Business Daily Website

3.6 Open Records

3.7 Terms and Conditions

3.8 Proposal Components

SECTION 4. GENERAL TERMS AND CONDITIONS 11

4.1 General

4.2 Final Review and Approval

4.3 Definitions

4.4 Time of Performance

4.5 Default

4.6 Termination

4.7 Funding Out ……………………………………………………………………………………………. 13

4.8 Agreement Amendments

4.9 Independent Vendor Status

4.10 Right to Audit

4.11 Sales and Use Tax

4.12 Observance of Texas A&M Rules and Regulations

4.13 Non-Disclosure

4.14 Publicity

4.15 Severability

4.16 Non-Waiver of Defaults

4.17 Governing Law

4.18 Intellectual Property

4.19 Venue ………………………………………………………………………………………………………..14

4.20 Export Control ……………………………………………………………………………………………….14

4.21 Clarifications …………………………………………………………………………………………………14

4.22 Best and Final Offers …………………………………………………………………………………………14

SECTION 5. CONTRACTUAL REQUIREMENTS 15

5.1 Texas Public Information Act

5.2 Insurance Requirements

5.3 Indemnification

5.4 Other Benefits

5.5 Alternative Dispute Resolution

5.6 Prohibition Involving Human Trafficking

5.7 Not Eligible for Rehire

5.8 Boycotting Israel

5.9 Business with Certain Countries & Organizations…………………………………………………………16

5.10 Protecting the State of Texas from Malicious Espionage Activities by Foreign Adversaries……………16

5.11 Billing Resolutions

5.12 Payment

5.13 HUB Subcontracting Plan

5.14 Contract Monitoring ……………………………………………………………………………………..17

SECTION 6. EXECUTION OF OFFER 18

6.1 Proposer Affirmation

6.2 Texas Family Code Section 231.006

6.3 Substitute W-9

6.4 Direct Deposit

6.5 Signature

SECTION 7. RESPONDENT’S QUESTIONAIRE/COMPANY EXPERIENCE 20

7.1 Company Profile

SECTION 8. PRICING 21

SECTION 9.

EVALUATION CRITERIA FOR AWARD

9.1 Evaluation Information

9.2 Demonstration/Presentation

9.3 Evaluation Criteria and Weights

SECTION 10. NON-COLLUSION AFFIDAVIT 23

Appendix A – Insurance Requirements

Appendix B – HUB Subcontracting Plan

Appendix C – TDEM Standard Terms and Conditions…………………………………………………………………………………………27

SECTION 1

INTRODUCTION

1.1 Introduction

The Texas Division of Emergency Management (TDEM) is responsible for tracking and monitoring activities related to grant awards administered by the Department of Homeland Security (DHS), Federal Emergency

Management Agency (FEMA), and others. TDEM currently assists approximately 2,000 subrecipients in all phases of the response and award process and has over 10,000 individual constituents.

RESPONDENTS ARE CAUTIONED TO READ THE INFORMATION CONTAINED IN THIS RFP

CAREFULLY AND TO SUBMIT A COMPLETE RESPONSE TO ALL REQUIREMENTS AND

QUESTIONS AS DIRECTED.

1.2 Brief History and Current Organization

The Texas Division of Emergency Management (TDEM) coordinates the state emergency management program, which is intended to ensure the state and its local governments respond to and recover from emergencies and disasters and implement plans and programs to help prevent or lessen the impact of emergencies and disasters. TDEM implements programs to increase public awareness about threats and hazards, coordinates emergency planning, provides an extensive array of specialized training for emergency responders and local officials, and administers disaster recovery and hazard mitigation programs in the State of Texas.

TDEM is charged with carrying out a comprehensive all-hazard emergency management program for the

State and for assisting cities, counties, and state agencies in planning and implementing their emergency management programs. A comprehensive emergency management program includes pre and post-disaster mitigation of known hazards to reduce their impact; provisions for effective response to emergency situations;

and recovery programs for major disasters. Chapter 418 of the Texas Government Code lays out an extensive set of specific responsibilities assigned to the Division.

1.3 Scope of Work

The Texas Division of Emergency Management (TDEM), a state agency of The Texas A&M University

System, is soliciting proposals from qualified firms to provide dedicated expert development services for

TDEM's WebEOC (Juvare WebEOC Nexus) deployment. The engagement is intended to provide up to 4,160 hours of annual expert capacity, equivalent to one FTE-year, for WebEOC development, configuration, integration, testing, documentation, and knowledge transfer.

WebEOC anchors situational awareness and operational coordination for the State Operations Center and

TDEM's regional and partner-facing emergency management workflows. It also interacts with other TDEM systems and modernization efforts, including identity federation, GIS Common Operating Pictures (COPS), enterprise data governance, Constellation-related reporting, notification tools, and other approved operational products. Work performed under this contract must strengthen that architecture rather than create duplicated, fragmented, or unsupported solutions.

TDEM retains sole authority over target architecture, canonical data definitions, user access strategy, production deployment approval, and priority sequencing. The Contractor implements and validates in accordance with TDEM-approved direction.

1.4 Award

The intent of this RFP is to make a single award.

1.5 Contract Term

The original contract period for an agreement resulting from this RFP will be from the date of award until

August 31, 2027, with the option to renew for an additional four (4) one-year periods, providing all terms and conditions of the original agreement remain the same and the renewal is mutually agreed upon by all parties.

TDEM reserves the right to extend any contract resulting from this RFQ for a 90-calendar day period at the end of this Contract and/or renewal period. This option provision may be exercised more than once, but the total extension of performance hereunder will not exceed six months. TDEM may exercise this option by written notice to the Contractor.

1.6 Schedule of Events

The review and approval of RFPs is a multi-step process that requires variable amounts of time.

Responders are advised that the projected “Formal Execution of Agreement” date as listed in the

“Tentative Timetable” may require extension.

Timetable

EVENT DATE

Issue RFP August 21, 2026, at 4:30 PM CT

Deadline for Submission of Questions August 27, 2026, at 4:00 PM CT

Answers to Questions Posted August 31, 2026, at 4:00 PM CT

Deadline for Submission of Proposals September 7, 2026, at 4:30 PM CT

Expected Contract Start Date TBD

SECTION 2

REQUIREMENTS

2.1 Technical Proposal

Provide a detailed plan on how you propose to provide the requested services based on your understanding of the current environment and the scope of work described in Section 1.3, Section 2.2, and Exhibit A.

2.2.1 Submission Requirements

Respondents shall submit a proposal organized using the sections below. Failure to provide sufficient details may reduce evaluation scores or render the proposal non-responsive, subject to procurement determination.

2.2.1.1 Executive Summary: Brief statement of understanding that this is an up to 4,160-hour annual

WebEOC expert services engagement.

2.2.1.2 Technical Approach: Approach to each service domain, including how the offeror will work across WebEOC and related TDEM products without fragmenting architecture.

2.2.1.3 Staffing Plan and Key Personnel: Named personnel, resumes, proposed roles, anticipated allocation of hours, and continuity plan.

2.2.1.4 Work Management Model: Proposed sprint/task process, status reporting, escalation, backlog intake, quality control, and monthly burn reporting.

2.2.1.5 Cost Proposal: Fully loaded hourly rates by labor category or blended rate, estimated hours by role, extended price, and any assumptions or exclusions.

2.2.1.6 Past Performance and References: At least three comparable engagements, preferably public-sector WebEOC, Juvare, crisis management, GIS, identity, or integration projects. References shall include Company Name, Contact Person, Company Address, Telephone & Fax Number and Email Address. TDEM reserves the right to contact these references to verify the vendor’s ability to perform these services. A negative reference may be grounds for the disqualification of your RFP response.

2.2.1.7 Security and Compliance Response: Description of how personnel, tools, data handling, remote access, and any cloud-hosted services will meet TDEM/TAMUS/DIR/TX-RAMP requirements.

2.2.1.8 VetHUB Subcontracting Plan: Completed plan and supporting materials as required by

TDEM/TAMUS procurement instructions.

2.2.1.9 Assumptions, Risks, and Dependencies: Clear list of dependencies on TDEM, Juvare, third-party vendors, environments, credentials, data access, or partner systems.

2.2 Specifications

The successful Bidder shall perform the Scope of Work to the extent necessary (a) for the proper execution and completion of the Work under the Contract; (b) to supervise and direct the Work in a safe manner and perform all Work in accordance with the Contract, Applicable Law, Applicable Permits and Industry

Standards; (c) to achieve Final Completion of the project; and (d) in conformance with the Contract

Documents and the Technical Specifications and such that the Work is in compliance with the Contract, Industry Standards, Applicable Codes, Applicable Laws and Applicable Permits.

The Contractor shall provide WebEOC expert services across the service domains listed below. Full requirements are provided in Exhibit A - Statement of Work. The scope is intentionally structured as an annual hour bank to allow TDEM to direct the resource across multiple WebEOC work efforts tied to other

TDEM products and operational priorities.

Domain

Estimated Hours Examples of Work

WebEOC Platform Development and

Workflow Configuration

Boards, plugins, forms, views, menus, resource workflows, incident workflows, SOC processes

API Development and Systems Integration 840

REST/SOAP, WebEOC APIs, Fusion/Exchange, personnel/resource data, Snowflake/Constellation alignment, TAK-related interoperability

GIS Integration and Mapping 680

ArcGIS COP alignment, KML feeds, incident and resource mapping, common operating picture support

SSO, PIV-I, and Access Federation 560 Okta, Juvare Login Services, SAML/OIDC, mobile certificate access, role mapping

Reporting, Dashboards, and Alerting 440

Operational dashboards, executive views, exports, Everbridge or approved alerting integration

Testing, QA, Release Support, and UAT 360 Test plans, UAT, regression testing, deployment validation, release notes

Discovery, Backlog Management, Documentation, and Knowledge Transfer

Requirements validation, monthly burn reporting, as-built documentation, job aids, training

TDEM anticipates a Labor-Hour contract structure with fully loaded quoted rates by labor category.

Respondents may propose a blended rate or individual labor category rates but must clearly explain the staffing model and how the proposed team will deliver a 4,160-hour annual capacity without creating continuity gaps.

Labor Category Illustrative Role Required or Preferred

Senior WebEOC / Juvare Platform

Developer

Board, plugin, workflow, configuration, WebEOC API, and release support Required key personnel

API and Systems Integration Engineer

REST/SOAP, WebEOC integration, data pipelines, exchange/fusion, cross-product integration

Required or clearly covered by senior developer

GIS Integration Specialist ArcGIS COP alignment, KML feeds, mapping workflows, geospatial validation

Required if GIS work is proposed in technical approach

Identity and SSO Integration Engineer Okta, JLS, SAML/OIDC, PIV-I, access federation, role mapping

Required if identity work is proposed in technical approach

QA / Test Analyst Test planning, UAT coordination, regression validation, release notes

May be separate or performed by qualified technical staff

Technical Writer / Knowledge Transfer

Lead

As-builts, admin/runbook materials, training aids, handoff documentation

May be separate or performed by qualified technical staff

2.2.1 Governance, Administration, and Modification

2.2.1.1 TDEM retains architectural authority over target state, data standards, identity strategy, operational workflows, and production release approval.

2.2.1.2 Work shall be issued and tracked through written sprint or task assignments approved by the

Program POC or designee.

2.2.1.3 TDEM may adjust deliverable sequencing, approved task priority, or hour allocation across domains without penalty as long as the 4,160-hour ceiling is not exceeded.

2.2.1.4 Any increase above the authorized hour ceiling, addition of material out-of-scope services, or use of additional paid tools requires written contract modification or separate authorization.

2.2.1.5 Substitution of key personnel requires prior TDEM approval. Replacement personnel must meet or exceed the qualifications proposed at award.

2.2.2 Compliance and Security Requirements

2.2.2.1 Contractor personnel accessing TDEM systems are subject to applicable TDEM, TAMUS, DIR, cybersecurity, background screening, identity provisioning, records, and acceptable-use requirements.

2.2.2.2 If the Contractor proposes any additional cloud-hosted tool, environment, staging service, CI/CD platform, file repository, collaboration environment, or auxiliary SaaS tool that processes, stores, or transmits TDEM data, the Contractor must identify it in the proposal and demonstrate applicable TX-RAMP compliance or obtain written approval before use.

2.2.2.3 Contractor shall protect TDEM data, credentials, configurations, documentation, operational information, and system details in accordance with contract requirements.

2.2.2.4 Contractor shall not use TDEM data to train artificial intelligence models or for any purpose not expressly authorized by TDEM.

2.2.2.5 All work products created under the contract for TDEM, including configuration, code, workflows, documentation, diagrams, data mappings, and as-builts, shall be delivered to

TDEM in editable form unless otherwise approved.

2.2.3 Deliverables

Full details of the deliverables are provided in Exhibit A - Statement of Work. At a minimum, the

Respondent shall provide discovery and backlog validation, sprint plans, monthly burn reports, technical designs, configured WebEOC components, integration documentation, SSO/PIV-I validation records, test plans, UAT results, release notes, as-built documentation, and knowledge-transfer materials.

2.3 Minimum Qualifications

2.3.1 Demonstrated hands-on development or advanced configuration experience with Juvare WebEOC or

WebEOC Nexus, including boards, workflows, plugins, views, and administrative configuration.

2.3.2 Demonstrated experience integrating WebEOC or comparable emergency management systems with external systems using APIs, data feeds, middleware, or structured exchange mechanisms.

2.3.3 Demonstrated experience with ESRi ArcGIS-based mapping, geospatial data feeds, or emergency management common operating picture environments.

2.3.4 Demonstrated experience with federated identity and SSO, including SAML 2.0 or OIDC. Okta and certificate-based access experience are preferred.

2.3.5 Public sector, emergency management, homeland security, disaster response, or state/local government experience is preferred.

2.3.6 Ability to provide named personnel resumes, role descriptions, availability commitments, and references for comparable engagements.

2.3.7 Ability to work within TDEM-defined architecture, security, procurement, records, and change management constraints.

2.4 Specifications Definitions

TERM DEFINITION

Contract Any Contract resulting from this solicitation, consisting of the Contract documentation as provided in Section 2.

Contractor Any Respondent awarded a Contract based on this Solicitation.

Fully loaded rate Total hourly cost, including base pay, benefits, payroll taxes, overhead, and other allocated costs.

Subcontractor Any supplier, distributor, vendor, or firm that furnishes supplies or services to or for a

Prime Contractor or another subcontractor, SECTION 3

GENERAL INFORMATION

3.1 Submittal Deadline and Location

All responses must be received by TDEM no later than September 7, 2026, at 4:30 PM CT

Late responses will not be considered under any circumstances. TDEM shall not be responsible for failure of electronic equipment or operator error.

3.2 Submittal Instructions

3.2.1 Proposals including Execution of Offer (Section 6) must be signed by Respondent’s company official authorized to commit to such proposals. Failure to sign the Execution of Offer may be basis for proposal disqualification.

3.2.2 Complete proposals must be submitted through the AggieBid portal.

NOTE: Respondents must be a registered vendor. If you need assistance with vendor registration, please reach out to vendorhelp@tamu.edu.

All electronic copies must either be in Microsoft Office software or Adobe Portable Document

Format (PDF). All image files must be in one of the following formats: .jpg, .gif, .bmp, or .tif. We prefer image files to already be inserted as part of a document such as a PDF.

3.3 Texas Division of Emergency Contacts

All questions related to this RFP must be sent through the AggieBid portal to:

Joanna K. Morgan-Schaede, CTCD, CTCM

Contract Administrator II/VetHUB Coordinator joanna.morgan-schaede@tdem.texas.gov

TDEM specifically requires that Respondents restrict all contact and questions regarding this RFP to the above-named individual. The deadline for questions is August 27, 2026, at 4:00 PM CT. ALL QUESTIONS

SHOULD BE SUBMITTED THROUGH AGGIEBID PORTAL. Exceptions to submission via the

AggieBid portal may be granted, at the sole discretion of TDEM, in the event the Respondent is having unresolvable technical difficulties with the portal. While in the vast majority of cases, TDEM will not answer questions submitted after the deadline, TDEM reserves the right to answer, solely at its discretion, what it considers particularly pertinent questions submitted after the deadline. What is considered “particularly pertinent” is a subjective decision made solely by TDEM. It is the Respondents’ responsibility to check the

FRP Q&A Board for answers to questions.

3.4 Inquiries and Interpretations

Responses to inquiries which directly affect an interpretation or change to this RFP will be issued in writing by addendum (amendment) and posted in AggieBid portal. All such addenda issued by TDEM prior to the time that proposals are received shall be considered part of the RFP, and the Respondent shall consider and acknowledge receipt of such in their proposal.

Only those TDEM replied to inquiries which are made by formal written addenda shall be binding. Oral and other interpretations or clarification will be without legal effect.

mailto:vendorhelp@tamu.edu mailto:joanna.morgan-schaede@tdem.texas.gov

3.5 Electronic State Business Daily Website

It is the responsibility of interested vendors to regularly check the ESBD for any possible addenda to this project. The RFP is inclusive of all addenda issued.

http://www.txsmartbuy.com/esbd

3.6 Open Records

TDEM considers all information, documentation and other materials requested to be submitted in response to this solicitation to be of a non-confidential and/or non-proprietary nature and therefore shall be subject to public disclosure under the Texas Public Information Act (Texas Government code, Chapter 552) after an agreement is awarded.

Respondents are hereby notified that TDEM strictly adheres to all Statutes, court decisions, and the opinions of the Texas Attorney General regarding the disclosure of RFP information.

3.7 Terms and Conditions

The Terms and Conditions (see Section 4 and Appendix C) shall govern any Agreement issued as a result of this solicitation RFP.

Any terms and conditions attached to a Response will not be considered. Additional or attached terms and conditions may result in the disqualification of your proposal. Examples of unacceptable terms and conditions include, but are not limited to, liability for payment of taxes, subjugation to the laws of another State, and limitations on remedies.

By submitting a bid, Respondents agree to all items in this RFP.

3.8 Proposal Components

The following documents are to be returned as part of your proposal submittal:

✓ Signed Execution of Offer (See Section 6)

✓ References (See Section 2.1)

✓ Experience (See Section 2.1)

✓ Technical Proposal (See Section 2.1)

✓ Certificate of Insurance (See Section 5)

✓ Respondent’s Questionnaire (See Section 7)

✓ Non-Collusion Affidavit (See Section 10)

✓ Pricing (See Section 8)

✓ Subcontracting Plan (See Section 5)

✓ Any Addendums, if applicable

FAILURE TO SUBMIT ANY OF THE ABOVE REQUIRED DOCUMENTS WILL RESULT IN BID DISQUALIFICATION http://www.txsmartbuy.com/esbd

SECTION 4

GENERAL TERMS AND CONDITIONS

4.1 General

These General Terms and Conditions shall be made a part of and govern any Agreement/Purchase Orders resulting from this Request for Proposal. The Texas Division of Emergency Management (TDEM) Standard

Terms and Conditions attached to the solicitation in AggieBid and as Appendix D in this document, are also a part of and govern any Agreement/Purchase Orders resulting from this Request for Proposal. By submitting a proposal, Respondents agree to all Terms & Conditions without exception.

Each response should be prepared simply and economically, providing a straightforward and concise description of the Respondent’s ability to meet the requirements of this RFP. Emphasis should be on completeness, clarity of content and responsiveness to the offer requirements.

In accordance with Texas Education Code 51.9335, TDEM shall make the award based on, but not limited to, the following best value criteria:

• The purchase price;

• The reputation of the vendor and of the vendor's goods or services;

• The quality of the vendor's goods or services;

• The extent to which the goods or services meet the institution's needs;

• The vendor's past relationship with the institution;

• The impact on the ability of the institution to comply with laws and rules relating to historically underutilized businesses and to the procurement of goods and services from persons with disabilities;

• The total long-term cost to the institution of acquiring the vendor's goods or services;

• Any other relevant factor that a private business entity would consider in selecting a vendor;

• The use of material in construction or repair to real property that is not proprietary to a single vendor unless the institution provides written justification in the request for bids for use of the unique material specified.

Additionally, all respondents are hereby notified that TDEM shall consider all factors it believes to be relevant in the determination of the “Best Value” including, but not limited to: past experience, references, proposal, and price. TDEM’s decision is final. Note that the above listed

“best value” criteria may or may not appear as individual or specific criteria in RFP Section 9 -

Evaluation Criteria.

Responses are to be valid for a minimum of 180 days from the submittal deadline date to allow time for evaluation, selection, and any unforeseen delays.

4.2 Final Review and Approval

Failure to comply with the requirements contained in this Request for Proposal may result in the rejection of the proposal. The vendor agrees to protect the State from claims involving infringement of patents or copyrights.

The vendor hereby assigns to purchaser, all claims for overcharges associated with any contract resulting from this RFP which arise under the antitrust laws of the United States 15 U.S.C.A. Section 1, et seq. (1973) and which arise under the antitrust laws of the State of Texas, Texas Business and Commercial Code Ann. Sec.

15.01, et seq. (1967).

Questions should be directed to the TDEM official(s) identified in Section 3.3 of this Request for Proposal.

Proposals and any other information submitted by Respondent in response to this Request for Proposal shall become the property of TDEM.

TDEM will not provide compensation to Respondents for any expenses incurred by the Respondent(s) for proposal preparation, product evaluations or demonstrations that may be made, unless otherwise expressly indicated.

Proposals which are qualified with conditional clauses, alterations, items not called for in the RFP documents, or irregularities of any kind are subject to disqualification by TDEM at its option.

4.3 Definitions

Whenever the following terms are used in these General Terms and Conditions or in other documents the intent and meaning shall be interpreted as follows:

RFP shall mean Request for Proposal.

Proposal shall mean Respondents offer.

Agency shall mean the Texas Division of Emergency Management.

Texas A&M shall mean Texas A&M University and all System members.

Respondent shall mean the individual, partnership, corporation, or other entity responding to this RFP.

Vendor shall mean the individual, partnership, corporation, or other entity awarded an agreement for labor or for equipment & supplies under this RFP in accordance with the terms, conditions, and requirements herein.

Agreement shall mean the formal Contractual Agreement entered into between TDEM and the

Vendor as a result of this RFP by means of purchase order and/or separate written contract.

4.4 Time of Performance

Time is of the essence in the rendering of services. Seller agrees to perform all obligations and render services set forth per this proposal.

4.5 Default

In the event that the Vendor fails to carry out or comply with any of the terms and conditions of the agreement with TDEM, TDEM may notify the Vendor of such failure or default in writing and demand that the failure or default be remedied within ten (10) days; and in the event that the Seller fails to remedy such failure or default within the ten (10) day period, TDEM shall have the right to cancel the agreement upon thirty (30) days written notice.

The cancellation of the Agreement, under any circumstances whatsoever, shall not affect or relieve Vendor from any obligation or liability that may have been incurred or will be incurred pursuant to the agreement and such cancellation by TDEM shall not limit any other right or remedy available to TDEM at law or in equity.

4.6 Termination

4.6.1. For Convenience:

The agreement may be terminated, without penalty, by TDEM without cause by giving thirty (30) days written notice of such termination to the seller.

4.6.2. In no event shall such termination by TDEM, as provided for under this Section give rise to any liability on the part of TDEM including, but not limited to, claims of Vendor for compensation for anticipated profits, unabsorbed overhead, or interest on borrowing. TDEM’s sole obligation hereunder is to pay

Vendor for products and/or services ordered and received prior to the date of termination.

4.6.3. TDEM reserves the right to immediate cancellation, without penalty, due to non-performance

4.7 Funding Out

This agreement is subject to cancellation without penalty, either in whole or in part, if funds are not appropriated by the Texas Legislature, or otherwise made available to the using agency.

4.8 Agreement Amendments

No modification or amendment to the agreement shall become valid unless in writing and signed by both parties. All correspondence regarding modifications or amendments to the agreement must be forwarded to the TDEM Purchasing Department for prior review and approval. Only the CFO, Division Chief, Business

Services, or his/her designee will be authorized to sign changes or amendments.

4.9 Independent Vendor Status

Vendor agrees that Vendor and Vendor’s employees and agents have no employer-employee relationship with

TDEM. TDEM shall not be responsible for the Federal Insurance Contribution Act (FICA) payments, federal or state unemployment taxes, income tax withholding, Workers Compensation Insurance payments, or any other insurance payments, nor will TDEM furnish any medical or retirement benefits or any paid vacation or sick leave.

4.10 Right to Audit

At any time during the term of this agreement and for a period of four (4) years thereafter TDEM or duly authorized audit representative of TDEM, or the Texas A&M University System, at its expense and at reasonable times, reserves the right to incrementally audit Vendor’s records and manufacturer’s pricing relevant to all pricing provided under this agreement. In the event such an audit by TDEM reveals any errors/overpayments by TDEM, Vendor’s shall refund TDEM the full amount of such overpayments within thirty (30) days of such audit findings, or TDEM at its option reserves the right to deduct such amounts owing

TDEM from any payments due Vendor.

4.11 Sales and Use Tax

TDEM, as a member of the Texas A&M University System, an agency of the State of Texas, qualifies for exemption from State and Local Sales and Use Taxes pursuant to the provisions of the Texas Limited Sales, Excise, and Use Tax Act. The Seller may claim exemption from payment of applicable State taxes by complying with such procedures as may be prescribed by the State Comptroller of Public Accounts.

4.12 Observance of TDEM Rules and Regulations

Vendor agrees that at all times its employees will observe and comply with all regulations of the Agency, including but not limited to parking and security regulations.

4.13 Non-Disclosure

Vendor and TDEM acknowledge that they or their employees may, in the performance of the resultant agreement, come into the possession of proprietary or confidential information owned by or in the possession of the other. Neither party shall use any such information for its own benefit or make such information available to any person, firm, corporation, or other organizations, whether or not directly or indirectly affiliated with

Seller or TDEM unless required by law.

4.14 Publicity

Vendor agrees that it shall not publicize this agreement or disclose, confirm, or deny any details thereof to third parties or use any photographs or video recordings of TDEM’s name in connection with any sales promotion or publicity event without the prior express written approval of TDEM.

4.15 Severability

If one or more provisions of the resultant agreement, or the application of any provision to any party or circumstance, is held invalid, unenforceable, or illegal in any respect, the remainder of the agreement and the application of the provision to other parties or circumstances shall remain valid and in full force and effect.

4.16 Non-Waiver of Defaults

Any failure of TDEM at any time, to enforce or require strict keeping and performance of any of the terms and conditions of this agreement shall not constitute a waiver of such terms, conditions, or rights, and shall not affect or impair same, or the right of TDEM at any time to avail itself of same.

4.17 Governing Law

The substantive laws of the State of Texas (and not its conflicts of law principles), USA, govern all matters arising out of or relating to this Agreement and all the transactions it contemplates. Texas law shall govern regardless of any language in any attachment or other document that the Seller may provide.

4.18 Intellectual Property

Pursuant to the Agreement, the Agency will license specified uses of certain of its intellectual property and assets during the Term of the Agreement, as contemplated herein. However, TDEM shall, in all cases, retain exclusive ownership of any and all such intellectual property and assets, including any and all derivative property and assets developed during the Term of the Agreement. The Proposer shall acknowledge TDEM's ownership of its intellectual property in the Agreement and shall agree to assign any and all such intellectual property to TDEM at the expiration or termination of the Agreement, if requested by TDEM.

4.19 Venue

Pursuant to Section 85.18 (b), Texas Education Code, venue for a state court suit filed against The Texas A&M

University System, any member of The Texas A&M University System, or any officer or employee of The

Texas A&M University System is in the county in which the primary office of the chief executive officer of the system or member, as applicable, is located. At execution of this Agreement, such county is Travis County, Texas. Venue for any suit brought against The Texas A&M University System in federal court must be in the

Houston Division of the Southern District of Texas.

4.20 Export Control

Vendor agrees to comply with all applicable US Export Control laws and regulations to include the Export

Administration Regulations (EAR), the International Traffic in Arms (ITAR) and any other applicable US export laws and regulations. As an institution of higher learning, THE AGENCY typically does not take receipt of export-controlled goods, technical data, services, or technology (“Materials”) except as may be specifically agreed by the Agency. Vendor agrees that it will not provide or make accessible to the Agency any export-controlled materials without first informing the Agency of the export-controlled nature to the Materials and obtain from the Agency its written consent to accept such Materials as well as any specific instructions for delivering controlled Materials to the Agency. Vendor agrees to obtain government approval or export license if required from the appropriate US Government agency and to share that information with the Agency prior to delivery of such. Materials. In the event that any purchased item is export controlled under the U.S. Export

Control Regulations, Vendor shall provide the Agency with the export control classification and failure to do so may result in the cancellation of the respective purchase order or agreement.

4.21 Clarifications

TDEM may, by written request, ask a Respondent for additional information or clarification after reviewing the proposals received for the sole purpose of eliminating minor irregularities, informalities, or apparent clerical mistakes in the proposal. Clarification does not give Respondent an opportunity to revise or modify its proposal, except to the extent that correction of apparent clerical mistakes results in a revision. TDEM will not assist Respondent in bringing its proposal up to the level of other proposals through discussions. TDEM will not indicate to Respondent a cost or price that it must meet to obtain further consideration nor will it provide any information about other Respondents’ proposals or prices.

4.22 Best and Final Offer

TDEM, in its sole discretion, may request Respondents to submit a Best and Final Offer. Respondents must submit their Best and Final Offers in writing. If an Respondent does not respond to the request for a Best and

Final Offer, that Respondent’s most recent prior offer will be considered to be its Best and Final Offer.

SECTION 5

CONTRACTUAL REQUIREMENTS

5.1 Texas Public Information Act

Respondent acknowledges that TDEM is obligated to strictly comply with the Public Information Act, Chapter

552, Texas Government Code, in responding to any request for public information pertaining to this

Agreement, as well as any other disclosure of information required by applicable Texas law. Upon

Respondent’s written request, respondent will promptly provide specified contracting information exchanged or created under any resultant agreement for or on behalf of TDEM. Respondent acknowledges that TDEM may be required to post a copy of the fully executed Agreement on its Internet website in compliance with

Section 2261.253(a)(1), Texas Government Code. The requirements of Subchapter J, Chapter 552, Texas

Government Code, may apply to this Agreement and Respondent agrees that this Agreement can be terminated if Respondent knowingly or intentionally fails to comply with a requirement of that subchapter

5.2 Insurance Requirements

5.2.1. The successful vendor will be required per the indicated requirements (Attachment E) to provide proof of insurance prior to beginning any work in any TDEM owned or leased facility. The vendor will be held strictly liable for any damages to TDEM property occurring during any installation.

5.2.2. Vendor shall not commence work until all the insurance specified hereunder has been obtained and certificates of such insurance have been filed with and accepted by TDEM. Insurance coverage shall provide for thirty (30) day notice of cancellation or material change to the policy coverage and/or limits and the certificate of insurance enforce must include a notice that the policy or policies do contain this provision. Acceptance of insurance certificates by TDEM shall not relieve or decrease the liability of the vendor. Unless otherwise specified, the vendor shall provide and maintain, until the work included in this Request for Proposal is completed an accepted by TDEM.

5.2.3. Certificates of Insurance MUST BE SUBMITTED THROUGH AGGIEBID PORTAL.

5.3 INDEMNIFICATION

VENDOR AGREES TO INDEMNIFY AND HOLD THE STATE OF TEXAS, THE BOARD OF

REGENTS OF TEXAS A&M UNIVERSITY SYSTEM, TEXAS A&M, TDEM AND THEIR

OFFICERS, EMPLOYEES, AND AGENTS (THE INDEMNIFIED PARTIES) HARMLESS FROM

AND INDEMNIFY EACH AGAINST ANY AND ALL LIABILITIES, ACTIONS, DAMAGES, SUITS,

PROCEEDINGS, JUDGMENTS, AND COSTS (EXCLUDING ATTORNEY’S FEES) FOR CLAIMS

RESULTING FROM THE ACTS OR OMISSIONS OF SELLER OR THE ACTS OR OMISSIONS OF

OTHERS UNDER SELLER’S SUPERVISION AND CONTROL.

5.4 Other Benefits

It is understood and agreed that no benefits, payments, or considerations received by vendor for the performance of services associated with and pertinent to the resultant agreement shall accrue, directly or indirectly, to any employees, elected or appointed officers or representatives, or any other person identified as agents of, or who are by definition an employee of the State.

5.5 Alternative Dispute Resolution

The dispute resolution process provided in Chapter 2260, Texas Government Code, and the related rules adopted by the Texas Attorney General pursuant to Chapter 2260, shall be used by Vendor to attempt to resolve any claim for breach of contract made by Company that cannot be resolved in the ordinary course of business.

Vendor shall submit written notice of a claim of breach of contract under this Chapter to the TDEM Chief

Financial Officer, who shall examine Company’s claim and any counterclaim and negotiate with Vendor to resolve the claim.

5.6 Prohibition Involving Human Trafficking

A state agency may not accept a proposal or award a contract, including a contract for which purchasing authority is delegated to a state agency, that includes proposed financial participation by a person who, during the five-year period preceding the date of the proposal or award, has been convicted of any offense related to the direct support or promotion of human trafficking. A proposal award subject to the requirements of this section must include the following statement: "Under Section 2155.0061, Government

Code, the vendor certifies that the individual or business entity named in this proposal or contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate."

5.7 Not Eligible for Rehire

Respondent is responsible to ensure that employees participating in work for TDEM have not been designated by The Texas A&M University System (“TAMUS”) as Not Eligible for Rehire as defined in

TAMUS Policy 33.02, Section 4. Non-conformance to this requirement may be grounds for termination of this Agreement or any resultant agreement.

5.8 Boycotting Israel

To the extent that Texas Government Code, Chapter 2271 applies to this Agreement, Respondent certifies that (a) it does not currently boycott Israel; and (b) it will not boycott Israel during the term of this

Agreement. Respondent acknowledges this Agreement may be terminated and payment withheld if this certification is inaccurate.

5.9 Business with Certain Countries and Organizations

Pursuant to Subchapter F, Chapter 2252, Texas Government Code Respondent certifies it is not engaged in business with Sudan, Iran, or a foreign terrorist organization. Respondent acknowledges its purchase order and/or contract with TDEM may be terminated and payment withheld if this certification is inaccurate

5.10 Protecting the State of Texas from Malicious Espionage Activities by Foreign Adversaries

Respondent represents and warrants that Respondent is not and, if applicable, none of its holding companies or subsidiaries are (i) listed in Section 889 of the 2019 National Defense Authorization Act

(“NDAA”) regarding telecommunications and video surveillance; (ii) listed in Section 1260H of the 2021

NDAA regarding Chinese military companies in the US; (iii) owned by the government of a country on the

U.S. Department of Commerce's foreign adversaries list under 15 C.F.R. § 791.4 (“15 C.F.R. § 791.4

List”); or (iv) controlled by any governing or regulatory body located in a country on the 15 C.F.R. § 791.4

List. Respondent acknowledges that a false certification is a material breach of contract and is grounds for immediate termination of this Agreement with no further obligation on the part of the Agency or the A&M

System. If this Agreement is terminated due to a false certification, Respondent will immediately reimburse the Agency for all prepaid costs.

5.11 Prohibited Software, Applications, and Developers

Vendor/Respondent certifies that it is not: (a) an entity listed on the Higher Education Research Security

Council’s list of prohibited software/applications/developers at https://www.highered.texas.gov/prohibited-software-applications-developers/ (the “HERSC List”), or a subsidiary or affiliate of such an entity, or (b) providing, under this Agreement, software that is either on or provided by an entity on the HERSC List.

Vendor/Respondent acknowledges this Agreement may be terminated for cause immediately if this certification is inaccurate, and Vendor/Respondent will refund to MEMBER all amounts prepaid by

MEMBER under this Agreement within thirty (30) days following the effective date of termination.

5.12 Billing Resolutions

In the case of a problem on a disputed invoice or charge, the Respondent will provide necessary information, i.e., duplicate invoice, shipping information, and proof of delivery at no extra charge to TDEM within 5 business days of request. All credit memos will reflect the purchase order number and the original invoice number in which charge was initiated.

5.13 Payment

Payment schedule to be agreed upon prior to formal execution of agreement.

Payment shall be made within thirty (30) days after acceptance of goods and/or services and receipt of invoice, whichever is later, and according to the agreed upon schedule. TDEM will incur no penalty for late payment if payment is made in 30 or fewer days from receipt of goods or services and an uncontested invoice.

TDEM will only make payment for goods and services actually received.

TDEM may withhold any moneys claimed to be due by the Respondent until the terms of the Agreement have been fulfilled and the work of the Respondent has been accepted.

5.14 Subcontracting Plan

It is the policy of the State of Texas, the Texas Division of Emergency Management, and the Texas A&M

University System to encourage the use of Veteran Heroes United in Business (VetHUBs) in our prime contracts, subcontractors, and purchasing transactions. The program focuses on increasing the participation of service-disabled veterans in state purchasing and contracting. Additional information on the VetHUB program visit the following site: https://comptroller.texas.gov/purchasing/vendor/hub/hub-faq.php.

TDEM requires a Subcontracting Plan (SP) for contracts of $100,000 or more over the life of the contract

(including any renewals), where such opportunities exist. The total expected value of this solicitation and subsequent contract is $100,000 or more, and TDEM has determined that subcontracting opportunities are probable. Therefore, respondents to this RFP are required to develop and submit an SP form with their proposal submission.

A subcontracting opportunity is defined as any portion or lot of work that the Respondent cannot complete with its own equipment, supplies, materials, and/or employees. The Respondents will use the procedures prescribed below when completing the SP form.

The Respondent is encouraged to use the CMBL/VetHUB directory published on the comptroller’s website to identify VetHUBs. If the Respondent uses any alternate source, it accepts the risk that its HUB subcontracting plan may be noncompliant due to inaccurate VetHUB certification information. A business listed in the VetHUB directory at the time of the good faith effort is considered a VetHUB for purposes of evaluating a VetHUB SP, even if the business later has its VetHUB status revoked or expires. The VetHUB directory can be accessed via the following site:

https://mycpa.cpa.state.tx.us/tpasscmblsearch/index.jsp

TDEM will review the information and documentation submitted and use them as a basis to determine whether the plan was developed in good faith by the Respondent to utilize VetHUB subcontractors and/or suppliers on this project. TDEM may reject a VetHUB SP that was not developed in good faith or was not completed. TDEM shall document the reasons for rejection in the contract file. If TDEM finds that businesses identified in a SP are no longer VetHUBs, it may invite the vendor to submit a revised plan that identifies active VetHUBs.

https://comptroller.texas.gov/purchasing/vendor/hub/hub-faq.php https://mycpa.cpa.state.tx.us/tpasscmblsearch/index.jsp

An accepted SP form will become a part of any contract with the Respondent resulting from this solicitation.

Any revisions to the SP must be approved by TDEM.

Procedures for Completing the SP Form

TDEM requires the Respondent to submit a SP form for this RFP. The SP form must include all subconsultants, suppliers, subcontractors, and vendors intended to be included in the Respondent’s team.

TDEM has set a 1% goal for this solicitation.

The State of Texas SP forms can also be found at the following site: VETHUB Forms

For more information or assistance in properly completing this requirement of this RFP, the Respondent may contact Joanna Morgan-Schaede, the TDEM Coordinator, via email at

Joanna.morgan-schaede@tdem.texas.gov. Each Respondent is encouraged to submit a draft of their SP form before submitting their response to the RFP for TDEM review. To allow adequate time for the required good-faith effort, we request that all drafts be submitted at least ten business days prior to the RFP due date.

Failure to submit a comprehensive, acceptable SP will constitute a material failure to comply with the RFP requirements and result in rejection of the submittal. The SP shall be submitted with the RFP response by the specified date and time.

If VetHUB subcontractors are being used, upon award of the contract, the Prime Contractor will be required to submit periodic Subcontracting Plan Prime Contractor Progress Assessment Reports. The frequency of submissions will be determined through consultation with the TDEM Program Manager and Contract

Administrator.

5.15 Contract Monitoring

Any award under this solicitation will be subject to monitoring by the Agency. A risk assessment will be performed on the contract and a risk level assigned. Based on that risk level, contractor performance will be examined on a periodic basis at a minimum (monthly, quarterly, semi-annually, or annually), as well as being subject to assessment at any other time of the Agency’s choosing. The contractor will be made aware of any performance issues or deficiencies identified and given the opportunity to correct them (see Section 4.5 and

4.6) https://comptroller.texas.gov/purchasing/vendor/hub/forms.php mailto:Joanna.morgan-schaede@tdem.texas.gov

SECTION 6

RFP #TDEM-RFP-1549

In compliance with this RFP, and subject to all the conditions herein, the undersigned offers and agrees to furnish any or all commodities or services at the prices quoted.

6.1 Proposer Affirmation

Signing this proposal with a false statement is a material breach of contract and shall void the submitted proposal or any resulting contracts, and the proposer may be removed from all proposal lists. By signature hereon affixed, the proposer hereby certifies that:

6.1.1. The proposer has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the submitted proposal.

6.1.2. The proposer is not currently delinquent in the payment of any franchise tax owed the State of Texas.

6.1.3. Pursuant to Section 2155.004 Government Code, relating to collection of state and local sales and use taxes, the proposer certifies that the individual or business entity named in this proposal is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and/or payment…