ESBD_File_328274_RFP06212023 - Food Services.pdf

REQUEST FOR PROPOSAL

RFP 062123

Food Services

06/21/23

PROPOSAL SUBMISSION:

Procurement Department Southwest Key Programs

6002 Jain Lane Austin, Texas 78721

Bonfire SWK

REFER INQUIRIES TO:

Bonfire SWK

*To access proposal documents on Bonfire SWK, a free registration is required.

PROPOSALS ARE DUE: MONDAY, JULY 10th, 2023

TABLE OF CONTENTS

Table of Contents

1 INTRODUCTION AND OVERVIEW

1.1 Purpose of the Request for Proposal (“RFP”)

1.2 Background Information

1.3 Requirements and Deliverables

1.3.1 Overview

1.3.2 Solicitation Goals

1.3.3 Eligible Respondents

1.3.4 Scope of Work

1.4 Samples

1.5 Subcontract Term/Option to Extend

1.6 Awarded Subcontracts

1.7 SWK Terms and Conditions

2 GENERAL INSTRUCTIONS AND STANDARD PROPOSAL REQUIREMENTS

2.1 Notice of Intent to Submit

2.2 Submission Of Questions

2.3 Proposal Submission, Date, and Time

2.4 Key Dates

2.5 Standard Proposal Requirements

2.6 Non-disclosure Agreements

2.7 Proposal Preparation Costs

2.8 Disclosure of Proposal Content

2.9 Vendors Conference

2.10 Conflict of Interests

3 PROPOSAL FORMAT AND CONTENT

3.1 Proposal Format and Content

3.1.1 Proposal Cover Page

3.1.2 Table of Contents

3.1.3 Response Checklist

3.2 Requirements Plan

3.3 Timelines

3.4 Cost Proposal

3.5 Respondent’s Profile and Financial Responsibility

3.6 Respondent’s General Terms and Conditions

4 REVIEW OF PROPOSALS

4.1 Review of Proposals

4.2 Selection Criteria

4.3 Discrimination

4.4 Encouraged Participants

4.5 Best and Final Offer

5 CONTRACTUAL REQUIREMENTS

5.1 Respondent’s Proposal

5.2 Material & Product Requirements

5.3 Vendor Performance

5.4 Payment

5.5 Vendor Registration in Oracle

6 Appendix

Attachment A – SWK General Terms and Conditions

Attachment B – Notice of Intent to Submit a Proposal

Attachment C – Cover Page Suggested Format for Proposal

Attachment D – Respondent Company Profile Form

Attachment E – Respondent References Form

Attachment F – Supplemental Contract Provisions

Attachment G – Geographic Preference

Attachment H – Disbarment Agreement

Attachment I – Anti-lobbying Agreement

Attachment J – SWK Ordering Instructions

Attachment K – SWK Shipping and Handling Instructions

Attachment L – SWK Program Locations

Attachment M – Product List and Pricing Sheet

1 INTRODUCTION AND OVERVIEW

1.1 PURPOSE OF THE REQUEST FOR PROPOSAL (“RFP”)

It is the intent of Southwest Key Programs, Inc. (“SWK”) to solicit proposals for qualified organizations to serve as primary food vendors to provide commercial food products and related services to Southwest Key Programs.

1.2 BACKGROUND INFORMATION

SWK is a national nonprofit organization that exists to create opportunities and improve the quality of life for thousands of youth and families each day by providing safe shelter, alternatives to incarceration, career development and quality education. This is done through three areas of programming:

a. Immigrant Children’s Shelters

b. Youth and Family Services

c. Workforce Solutions

SWK participates in the United States Department of Agriculture (USDA) National School Lunch Program (NSLP), a federally assisted meal program that operates in public and nonprofit private schools and residential childcare institutions. The NSLP program provides children nutritionally balanced, low-cost, or free lunches daily. Southwest Key is committed to providing proper nutrition to each child in its care. In accordance with the Federal Buy American Act, SWK desires to purchase domestic food products to promote the health and well-being of children, youth, and families.

1.3 REQUIREMENTS AND DELIVERABLES

1.3.1 Overview

Southwest Key aims to identify a vendor who is capable of supplying food products and related services to each of its programs. SWK provides quality care for children in twenty-nine shelters located throughout various states. The successful Respondent(s) will be responsible for the supply and delivery of food products to programs in all locations (see Attachment L). SWK has the right to add or remove additional locations during the length of the contract. The Respondent may wish to visit Southwest Key Programs' website to better understand SWK’s need for the goods described in this solicitation.

1.3.2 Solicitation Goals

It is the goal of Southwest Key to obtain food items which allow SWK to provide a variety of healthy, safe, and reliable food products and other food services to children and youth at SWK facilities.

1.3.3 Eligible Respondents

• The Respondent will not be on the federal debarment or suspension list;

• The Respondent shall have at least five (5) years of experience with food service programs;

• The Respondent shall have at least two (2) years of experience servicing customers similar in size to SWK;

• The Respondent shall have the resources and ability to provide food to SWK facilities as needed;

• The Respondent must have the financial resources to properly maintain adequate product inventory levels to service SWK

1.3.4 Scope of Work

SWK requests qualified organizations to provide quality food products to each of its programs. The Respondent shall provide a thorough implementation and management plan to support the distribution and delivery of its food and related products to support SWK’s School Lunch Program. A product specification list is provided in Attachment M. The list provided in Attachment M is provided as an example of the food products with descriptions that SWK orders. Respondents may propose items with varying brand names, as long as the items proposed have the same or similar descriptions as the items listed in Attachment M.

Attachment M should also be used to list pricing for the products listed. Quantities listed on the product sheet are estimated purchases of each product during a specified period. The Respondent shall indicate which products are non-stock items and the process for purchasing such goods.

Capacity and Capability

To ensure the best value to SWK, the Respondent shall define the process of maintaining stock inventory of core items to meet and maintain the delivery of food products to each of SWK’s programs. All available resources and equipment should be described to ensure the Respondent is capable of delivering food products in the appropriate timeframe specified in this RFP. The Respondent shall also express if their organization has implemented a punch-out or similar system. Upon award, the successful Respondent must provide a catalog of all contracted goods at the agreed-upon fixed unit price for integration with SWK’s Enterprise Resource Planning System.

Ordering

The Respondent must address the process of establishing an online ordering account for SWK, including the ability to view in-stock and out-of-stock items. Should products become unavailable, the Respondent shall also describe how this will be communicated to SWK. The Respondent should explain the various ordering options available and include the acknowledgment process. The process must also detail how back-ordered or out-of-stock products are handled. Additionally, each product must be available at each warehouse to facilitate consistency across each of SWK’s shelters. The Respondent should elaborate on the capability to provide Southwest Key with confirmation emails or similar correspondence when orders are placed and the standard timeframe for order confirmation. After order placement, the timeline for releasing tracking information to Southwest Key Programs must be specified, as well as the capability for SWK to track orders via an order tracking system or website. Southwest Key also requests the Respondent complete Attachment J – SWK Ordering Instructions to accompany this section of the proposal. SWK reserves the right to add or remove food products to Attachment M during the length of the contract.

SWK has the right to procure alternative products, such as fresh produce, if the proposed cost of these items exceeds market value or SWK budget. Should the Respondent need to increase the cost of any items outside of the contractually agreed upon price, prior SWK Executive Leadership approval will be required. Change management shall be discussed upon award.

Delivery:

The Respondent must be able to dedicate the appropriate resources to deliver products to a facility within five days of contract award. The Respondent must ensure that delivery drivers will unload and place all products in the proper location as determined by SWK. The Respondent must also describe the process for notifying SWK in a timely manner in the event of a delay in delivery. Each shipment must be accompanied with a packing list of goods’ names, quantities, and expiration date. The Respondent must ensure that the products listed below are within the expiration timeframe:

• Produce – 1 Week

• Frozen Food – 1 year

• Refrigerated Food – 1 month

• Dry Goods – 1 year

Southwest Key shall not be charged fuel surcharges associated with shipping and handling as part of the negotiated agreement. The Respondent must have the capability to rapidly deliver orders (within 24-48 hours) to the following regions under normal circumstances:

• South Texas

• Houston, Texas

• El Paso, Texas

• Arizona

• California

The Respondent should review Attachment L for specific locations. It is required that the Respondent complete Attachment K – SWK Shipping and Handling Instructions to accompany this section in the proposal.

Damaged Products:

Respondents shall describe a return and exchange policy as part of their proposal. Inspection of products will be conducted by a SWK employee upon delivery. Products not in accordance with the specifications of this RFP shall be returned at the vendor’s expense. The vendor shall remove and replace all defective materials within two (2) days after receiving notification. SWK reserves, in its sole discretion, the determination as to whether the items meet SWK standards. The vendor will arrange for the return of all erroneously ordered or shipped items at no cost to the SWK. There will be no restocking fee for returns of items that are damaged or shipped by the vendor in error. Damaged or defective shipment products may not be accepted upon delivery if:

• The products or packaging of products are defective (I.e., broken and/or damaged).

• The products or packing of products are not delivered as agreed.

• The products were substituted without prior approval of SWK

The Respondent shall also describe the process for substitutions, should the need arise to provide an alternative product. SWK must approve all substitutions proposed by the Respondent no less than twelve hours (12) prior to delivery. Should any food product be substituted, the Respondent must be willing to adjust the pricing to remain similar with the product that was originally ordered and must comply with the meal components listed for the original products.

Customer Service:

The Respondent should have a dedicated SWK account manager available from 8:00 a.m. to 5:00 p.m.

(Central Time) to answer questions, resolve any issues, or provide general assistance. The vendor is also required to maintain a toll-free number to troubleshoot issues with ordering products, inquiring about the status of an order, or wishing to report damaged or defective products. The dedicated account manager shall also remain available to SWK staff when requested to discuss new food products, promotions, food sampling, etc.

Customer service representatives must have the ability to communicate in both English and Spanish.

Nutritional Information

The Respondent shall provide Product Specification Sheets and Nutrient Data Sheets for SWK contracted items within five days of contract execution and upon request from SWK. Nutritional Information sheets must be provided as manufacturer updates occur and when new products are presented. Upon award, the Respondent must also provide Signed Production Formulation Statements (PFS), which must have been signed within the last five years. The Respondent shall provide a Standard Order Guide for each program in Texas. Each Standard Order Guide must include the Country of Origin to abide by the Buy American Clause. Additionally, to comply with the National School Lunch Program, each SWK contracted good must be labeled with a Child Nutrition Label and a Nutrition Information Label.

1.4 SAMPLES

Samples are not required for this Request for Proposal.

1.5 SUBCONTRACT TERM/OPTION TO EXTEND

The term of any subcontract resulting from this RFP shall be from subcontract award for one fiscal year.

SWK, at its own discretion, may extend any subcontract awarded pursuant to this RFP for up to two (2) additional fiscal years under the same or different terms subject to appropriation of funds by SWK funders or the Office of Refugee Resettlement (“ORR”) for this project.

1.6 AWARDED SUBCONTRACTS

It is anticipated that one or multiple subcontract(s) will be awarded as a result of this RFP. Proposals must include a detailed cost proposal in accordance with the requirements of Section 3.4 of this RFP.

1.7 SWK TERMS AND CONDITIONS

Any Respondent not accepting the attached SWK Terms and Conditions (Attachment A) may be deemed non-responsive and not meeting the requirements of the RFP. However, Respondents should provide any redlines to SWK’s Terms and Conditions as part of the proposal submission.

Appendix II to 45 CFR 75 - Contract Provisions for Non-Federal Entity Contracts Under Federal Awards shall also apply to this RFP. See Title 45 Part 75 Appendix II Code of Federal Regulations.

Respondent will also be required to adhere to all necessary Office of Refugee Resettlement (ORR) policies. Please see the ORR's Unaccompanied Children Program Policy Guide.

2 GENERAL INSTRUCTIONS AND STANDARD PROPOSAL

REQUIREMENTS

2.1 NOTICE OF INTENT TO SUBMIT

Respondent is encouraged to submit a written letter of intent via email to Bonfire SWK if they intend to submit a proposal in response to this RFP. See Attachment B.

2.2 SUBMISSION OF QUESTIONS

Respondent questions shall be submitted to:

Bonfire SWK

2.3 PROPOSAL SUBMISSION, DATE, AND TIME

WITHOUT EXCEPTION – PROPOSALS MUST BE RECEIVED ON OR BEFORE:

MONDAY, JULY 10TH AT 5:00 PM CST

Proposals must reference the RFP number and be submitted to Bonfire SWK by the Respondent’s point of contact. PROPOSALS RECEIVED AFTER THE DUE DATE WILL NOT BE CONSIDERED.

2.4 KEY DATES

DATE EVENT

6/21/2023 Publication of Request for Proposal 6/26/2023 Optional Notice of Intent to Submit a Proposal 6/29/2023 Submission of Written Questions

7/5/2023 SWK Written Response to Questions 7/10/2023 Respondent Proposal Submission July 2023 Proposal Evaluation, Oral Presentations (if required), and

Negotiations (if required) July 2023 Anticipated Award Date July 2023 Anticipated Period of Performance

2.5 STANDARD PROPOSAL REQUIREMENTS

A. Proposals that address only part of the requirements contained in this RFP may be considered non-responsive.

B. SWK Programs reserves the right to:

a. reject any and all proposals.

b. negotiate portions thereof including the submitted cost proposals/budget.

c. select the proposal based on the best value to the company. The Respondent shall furnish additional information that the evaluation team may require in order to complete the evaluation of the proposals submitted. Failure to provide the requested material or information may disqualify the proposal.

d. cancel or re-issue the RFP at any time.

e. request and record and/or videotape all Webinars, Web demos, conference calls, demos or other communications relative to this RFP.

C. The Respondent must work with SWK staff to clarify the design of the materials, project design, project activities, and/or other products, and modify these items if necessary.

D. Proposals must be valid until the RFP has closed or been awarded.

E. Proposals may be withdrawn at any time prior to the submission time specified in this RFP, provided notification is received in writing. Proposals cannot be changed or withdrawn after the time designated for receipt.

2.6 NON-DISCLOSURE AGREEMENTS

Respondent shall sign a non-disclosure agreement upon award and execution of a subcontract. All information and data furnished to the Respondent during the solicitation process shall be treated as confidential to SWK. Any oral or written disclosure to unauthorized individuals is prohibited and can be grounds for proposal dismissal and termination of any subcontract awarded.

2.7 PROPOSAL PREPARATION COSTS

All costs associated with the preparation, submission, and any other -related activities before award of a subcontract resulting from there are the sole responsibility of the Respondent.

2.8 DISCLOSURE OF PROPOSAL CONTENT

Respondent may protect trade secrets and confidential information from public release. If the Respondent asserts that information provided in the proposal is trade secrets or other confidential information, it must be clearly marked. Such information must be in boldface type and include the words “confidential” or “trade secret” at top of the page.

2.9 VENDORS CONFERENCE

Respondent may protect trade secret and confidential information from public release. If the Respondent asserts that information provided in the proposal is trade secrets or other confidential information, it must be clearly marked. Such information must be in boldface type and include the words “confidential” or “trade secret” at top of the page.

SWK, at its sole discretion, may elect to host a vendor conference in relation to this RFP. A vendor conference is designed to complete the following objectives:

Review the formal solicitation and specific requirements with vendors

Allow vendors to ask clarifying questions on the formal solicitation

Respondents are encouraged to notify the Sole Point of Contact and Communications listed below, regarding participation in the conference. People with disabilities who wish to attend the meeting and require auxiliary aids or services should contact the Sole Point of Contact listed below at least seventy-two (72) hours before the meeting in order to have reasonable accommodations made by SWK.

SWK may host a vendor conference for this RFP. SWK also reserves the right to invite vendors to showcase their products during the solicitation process.

Sole Point of Contact and Communications: Bonfire SWK

2.10 CONFLICT OF INTERESTS

A Respondent will not be selected if it has a conflict of interest that will or may arise during the performance of its obligations under the subcontract. For this reason, Respondent’s response to this RFP must disclose any existing or potential conflicts of interest or possible issues that might create appearances of impropriety relative to the submission of a proposal from Respondent and its proposed subcontractors, possible selection as successful Respondent, or its performance of the subcontract.

For purposes of this RFP, “personal relationship” is defined as a current or past connection other than a clearly contractual, business, financial, or similar relationship and includes family relationships or other connections outside simply providing a response to this RFP. These connections must be disclosed if a reasonable person could expect the connection to diminish Respondent’s independence of judgment or effectiveness in the performance of Respondent’s responsibilities to SWK Programs under the subcontract.

Connections also fall within this definition if a reasonable person could expect the connection, within the overall context of Respondent’s submission of a proposal, possible selection as successful Respondent, or its performance of the subcontract, to create an issue for the company’s consideration relative to a potential appearance of impropriety or conflict of interest.

By submitting a response, Respondent agrees that it is under a continuing duty to supplement its response under this provision and that the duty to disclosure of any conflicts of interest is an ongoing obligation throughout the term of the subcontract. If the circumstances certified by the Respondent change or additional information is obtained after submission of proposals, Respondent shall submit updated information as soon as reasonably possible upon learning of any change to their affirmation. Report conflicts of interest to:

SWK VP of Compliance and Ethics dberndt@swkey.org

508-725-6151

3 PROPOSAL FORMAT AND CONTENT

3.1 PROPOSAL FORMAT AND CONTENT

Proposals must be submitted in electronic format (i.e., Word, PDF) and include the sections referenced in this Section 3. A transmittal letter must accompany the proposal and include the following details:

a) Respondent’s commitment to performing the implementation of the work within the project schedule.

b) Brief executive summary of the proposal contents.

c) A statement that the signatory of the transmittal letter has the authority to bind the Respondent.

Include name, title, and contact information.

3.1.1 Proposal Cover Page

Proposals should include a cover page which clearly states the name of the firm or organization, business address, and the name, position, and telephone number of the Respondent’s Proposal Administrator who may be contacted regarding the proposal. See Attachment C.

3.1.2 Table of Contents

Present a clear and comprehensive identification of your proposal's contents by section and page number.

3.1.3 Response Checklist

This checklist is to assist Respondent in ensuring that all information is included in their response.

Respondent must refer to the appropriate section of the RFP for detailed information on the following:

Notice of Intent to Submit a Proposal Attachment B Transmittal Letter Section 3.1 RFP Cover Page Section 3.1.1 / Attachment C Table of Contents Section 3.1.2

Requirements Plan Section 3.2 Timelines Section 3.3 Cost Proposal Section 3.4 Respondent’s Profile and Financial Responsibility Section 3.5 / Attachment D & E Current Certificate of Insurance and Completed W-9 Attachment D Evidence of Historical Underutilized Business, if applicable Section 4.2 Geographic Preference Attachment Attachment G Debarment Sign-off Attachment Attachment H Anti-Lobbying Sign-off Attachment Attachment I SWK Ordering Instructions Attachment Attachment J SWK Shipping and Handling Instructions Attachment Attachment K Respondents General Terms and Conditions Attachment L Respondents Redlines to Southwest Key Programs’ General

Terms and Conditions Attachment M

3.2 REQUIREMENTS PLAN

The proposal shall describe how the Respondent will plan to meet the Scope of Work detailed in Section

1.3.4 and provide enough information to adequately evaluate the proposal as detailed in Section 4.2 Selection Criteria. It is recommended that the requirements plan maintain the same outline or order as the scope of work when providing detail on the supply and delivery of food products.

3.3 TIMELINES

The Respondent must plan for a supply start date of no earlier than July 2023 and an ending date of July 2024 if selected as the contractor. The Respondent must submit a task/activity plan specifying, to the degree possible, the tasks and activities which are to be undertaken. Timelines showing beginning and ending dates for each major task are to be included, as well as the name(s) of person(s) responsible for each task. Activities must be sufficiently designed and outlined in the task/activity plan to provide evidence of satisfactory delivery of products. Time frames must be logical and appropriate to complete all activities within the beginning and ending dates of the subcontract. Failure to meet this condition shall result in disqualification of the proposal, and the proposal shall receive no further consideration.]

3.4 COST PROPOSAL

The Respondent must submit a cost proposal detailing costs necessary to accomplish the project objectives and activities outlined in a task/activity plan. The cost proposal detail must be submitted in Excel or Excel-compatible format. Respondent should carefully consider the costs provided as changes will not be allowed during negotiations.

Respondents should submit the cost proposal as a product price in US Dollars (USD). The cost proposal must also detail shipping and delivery fees. Please see the example below for how to format the cost proposal.

Description Substitution Brand Pack Net

Weight Case Qty

Unit Cost

(EA)

Box Price

(BX)

Case Price (CS)

Total Price

Chips Tortilla Yellow Corn

Round

ABC DEF 8 9 lbs. 11 $2.50 $5.00 $24.00 $264.00

Products and estimated quantities provided in this Request for Proposal are standard items Southwest Key programs orders weekly. The Respondent and SWK shall mutually agree upon products not listed in Attachment upon execution of the contract. Southwest Key shall not be charged additional fees on any invoice during the length of the contract (I.e., Fuel surcharges, number of stops, etc.). All products shall be delivered FOB: Destination.

3.5 RESPONDENT’S PROFILE AND FINANCIAL RESPONSIBILITY

Respondent must submit a company profile detailing the following:

a) Basic organizational information, such as the size of the organization, how long the organization has been in business, whether the organization is a public or private entity, etc.

b) Location of the organization’s offices.

c) The range of services provided.

d) List of similar customers.

Respondent must submit a summary of its qualifications (not to exceed three pages). The summary should include details about the Respondent’s expertise in the area of supply and delivery of commercial food products and related services from Primary Food Suppliers.

Respondent must submit at least three (3) references where the Respondent provided similar services (Attachment E).

Respondent may be required to submit indicators of financial stability before award. Examples of requested documentation include:

Most recent audited financial statements or certified public accountant compiled financial report.

Articles of organization and/or documents of incorporation.

3.6 RESPONDENT’S GENERAL TERMS AND CONDITIONS

The Respondent must provide their General Terms and Conditions as part of their proposal submission.

4 REVIEW OF PROPOSALS

4.1 REVIEW OF PROPOSALS

Review of proposals will begin as soon as practical after receipt. The evaluation team shall consist of SWK staff knowledgeable in the content area. The recommendations of the evaluation team will be assembled and presented to senior executive staff who will:

1. Approve the proposal in whole or in part;

2. Disapprove the proposal; or

3. Defer action on the proposal for such reasons as a requirement for further evaluation.

SWK may not disclose any information until a subcontract is executed by both parties. Additional copies of proposals not selected for funding will be destroyed in accordance with an approved Records Retention Policy.

4.2 SELECTION CRITERIA

Proposals will be selected based on the ability of each Respondent to carry out all the requirements contained in this RFP. A Respondent who is in default or otherwise not in good standing under any other current or prior subcontract with SWK at the time of selection will not be eligible for award of this subcontract. SWK will base its selection on, among other considerations, demonstrated competence, qualifications of the Respondent, past performance, and proposed budget/cost. The following are the criteria and the total number of points for each portion of the RFP that will be applied in selecting a subcontractor.

SELECTION CRITERIA FOR SERVICES POSSIBLE

POINTS

A. Experience and Qualifications

1. Experience of the Respondent in managing the supply and delivery of comparable products described in this RFP (10 points).

2. Respondents have at least two positive references with a company of similar size

(5 points).

Source: Attachment D (Respondent Company Profile Form), Attachment E, (Respondent Reference Form)

B. Customer Service and Support

1. Did the Respondent describe a suitable process for the end user to easily navigate and order food products on a routine basis? (10 points)

2. The Respondent provided a sufficient response to correct the failure of adequate supply and delivery of the food products described (10 points).

3. The Respondent adequately details their personnel’s engagement with customer service capabilities, issue management, change management, dispute resolution, and standards of communication (10 points).

Source: Section 1.3.4 Scope of Work C. Capacity and Delivery

1. Did the Respondent detail a defined process of maintaining stock inventory of core items available at each warehouse to meet and maintain the requirements listed in Section 1.3.4 Scope of Work? (15 points)

2. The Respondent clearly described all available resources and equipment within the company to deliver goods in the appropriate timeframe specified in this RFP (10 points).

Source: Section 1.3.4 Scope of Work

D. Cost Effectiveness and Appropriateness of Financial Resources Dedicated to Project:

1.Costs are appropriately aligned with primary program objectives (15 points).

2. Costs associated with specific activities and tasks are reasonable for the work proposed (5 points).

Source: Section 3.4 Cost Proposal

E. Historical Underutilized Business:

1. Respondents who are classified as an underutilized business or use an underutilized business as a subcontractor and provide evidence of the certification (10 points).

Source: Section 4.4 Encouraged Participants

Total 100

4.3 DISCRIMINATION

No person shall, on the grounds of race, color, national origin, sex, age, disability, religion, citizenship status, genetic information, sexual orientation, gender identity, or any other protected class, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any SWK program or activity.

4.4 ENCOURAGED PARTICIPANTS

It is the policy of SWK that the following business enterprises have the maximum opportunity to participate in the purchasing and contracting process: (1) Small Businesses, (2) Women-Owned Businesses, (3) Minority-Owned Businesses, (4) Labor Surplus Area firms and (5) Veteran-Owned Businesses.

Accordingly, SWK encourages all the aforementioned business enterprises to compete for, win, and receive contracts for goods, services, and construction. Also, SWK encourages all companies to sub-contract portions of any SWK subcontract to the aforementioned business enterprises.

4.5 BEST AND FINAL OFFER

When deemed appropriate, after the submission of proposals but before the final selection of the successful proposal, SWK may request a best and final offer (“BAFO”) from Respondent(s). SWK will provide each Respondent within the competitive range with an equal opportunity for discussion and revision of their proposal. A Respondent may elect not to amend their original proposal. SWK is not bound to accept the best-priced proposal if that proposal is not the most advantageous to SWK as determined by the evaluation team.

5 CONTRACTUAL REQUIREMENTS

5.1 RESPONDENT’S PROPOSAL

Portions of the selected proposal(s) may be incorporated into the subcontract prepared by SWK for signature by the contracting parties.

5.2 MATERIAL & PRODUCT REQUIREMENTS

SWK reserves the right to review any materials, and/or products developed or adapted by the Subcontractor. Upon completion of the subcontract period, all documents will be returned to SWK or destroyed accordingly. All documents created at any time during the subcontract period belong to SWK. A designated SWK staff (i.e., project manager) will establish procedures for communicating phase out and transition of the deliverable(s).

5.3 VENDOR PERFORMANCE

SWK reserves the right to monitor vendor performance including, but not limited to, billing reviews, desk reviews, monitoring visits, vendor questionnaires, and requesting documents or information to validate performance.

5.4 PAYMENT

Payment terms are Net 30. Payment is only by reimbursement upon satisfactory performance of services or receipt of items. Payment is contingent upon submission of properly prepared and certified invoices.

The information provided on each detailed status report must coincide with the tasks outlined in the approved budget, as negotiated by SWK.

5.5 VENDOR REGISTRATION IN ORACLE

Oracle serves as the primary procurement system for SWK, including vendor management. The successful Respondent will be required to register in Oracle.

Registration instructions are available at Supplier Registration Instructions on our YouTube channel.

Vendors can register using the Supplier Portal link Supplier Registration. Once logged into Oracle, vendors can add the required vendor information, upload the requested documents, and complete the vendor questionnaire located in the Supplier Portal.

6 APPENDIX

ATTACHMENT A – SWK GENERAL TERMS AND CONDITIONS

ATTACHMENT B – NOTICE OF INTENT TO SUBMIT A PROPOSAL

ATTACHMENT C – COVER PAGE SUGGESTED FORMAT FOR PROPOSAL

ATTACHMENT D – RESPONDENT COMPANY PROFILE FORM

ATTACHMENT E – RESPONDENT REFERENCES FORM

ATTACHMENT F – SUPPLEMENTAL CONTRACT PROVISIONS

ATTACHMENT G – GEOGRAPHIC PREFERENCE

ATTACHMENT H – DISBARMENT AGREEMENT

ATTACHMENT I – ANTI-LOBBYING AGREEMENT

ATTACHMENT J – SWK ORDERING INSTRUCTIONS

ATTACHMENT K – SWK SHIPPING AND HANDLING INSTRUCTIONS

ATTACHMENT L – SWK PROGRAM LOCATIONS

ATTACHMENT M – PRODUCT LIST AND PRICING SHEET

(Revised March 2020)

General Terms and Conditions The following terms and conditions shall govern this agreement, regardless of any contradictory provisions.

1. Services provided by Contractor; Compensation; Billing. Contractor hereby agrees to provide the services as stated in the Specific Terms and Conditions. In consideration for said services, Southwest Key hereby agrees to pay Contractor the rate outlined in the Specific Terms and Conditions of this agreement. Contractor shall complete and sign an invoice, mutually acceptable to both parties, which shall be delivered, within ten (10) days of completion of the work, to the address listed in the Specific Terms and Conditions.

2. Term and Termination. This agreement is effective as stated in the Specific Terms and Conditions. Additionally, this Agreement may be terminated immediately upon written notice by Southwest Key, with or without cause. Notice is considered given when properly addressed and hand delivered or mailed to the non-terminating party by mail or email with delivery confirmation. In the event this agreement is terminated before the term expires, Contractor shall submit a final invoice within thirty (30) days after the termination date, for work completed through the date of the termination. In such instances, Contractor shall be paid a reasonable amount, as determined by Southwest Key, for work completed through the date of the termination. Any notice of termination won’t change or affect Contractor’s requirement to meet agreed upon timelines or deadlines for deliverables due or scheduled to be delivered before the date of contract termination. If Southwest Key has provided Contractor with equipment or supplies, such equipment or supplies must be returned to Southwest Key within ten

(10) days of termination; if equipment or supplies are not returned within this time, Southwest Key has the option to deduct the value of such equipment from a final invoice or to invoice Contractor for the value of such equipment at Southwest Key’s discretion. All confidential information and data related to Southwest Key and/or Southwest Key clients must be returned or destroyed upon termination if requested by Southwest Key, though Contractor may maintain copies of client files if required by law or regulation.

3. Independent Contractor; Confidentiality; No Conflict of Interest. The parties hereby agree that Contractor shall act as an independent contractor and not as an employee of Southwest Key. Contractor shall have no claim against Southwest Key for vacation pay, sick leave, retirement benefits, Social Security benefits, workers compensation, disability benefits, unemployment benefits or any other benefits inuring to an employee of Southwest Key. Southwest Key shall have no control over the manner or methods by which Contractor performs the services agreed to herein. Contractor shall be wholly responsible for the payment of any taxes owed for the funds Contractor receives pursuant to this Agreement. Contractor recognizes and acknowledges that in the course of performing services required by this Agreement, Contractor will have access to, become acquainted with, and obtain information and knowledge relating to the business, condition, methods of operation and other aspects of Southwest Key, its affiliates and their customers, employees and suppliers, some of which information and knowledge is confidential and proprietary, and that Contractor could substantially detract from the value and business prospects of Southwest Key in the event, during the term of this Agreement or at any time thereafter, Contractor were to disclose to any person not related to Southwest Key or use such information and knowledge for the advantage of Contractor or other person. Accordingly, Contractor hereby agrees that Contractor will not disclose such information to any person, other than directors, officers, employees, accountants, lawyers, consultants, advisors, agents and representatives of, or other persons related to, Southwest Key, that such disclosure shall be made only on a “need to know” basis, and that this provision will survive termination of the contract. To the best of Contractor’s knowledge, Contractor has not, within the past two (2) years, worked or volunteered on behalf of Southwest Key, any company related to Southwest Key, or any funder, competitor or vendor of Southwest Key. To the best of Contractor’s knowledge, Contractor is not related to anyone who works for any company related to Southwest Key, serves on the board of directors of any company related to Southwest Key or volunteers for any company related to Southwest Key.

4. Entire Agreement; Waiver; Partial Invalidity; Ambiguities; Notices. This Agreement supersedes any and all other agreements, either oral or written, between the parties hereto and contains all of the covenants and agreements between the parties with respect to such contract. Southwest Key has the right to add to, modify or delete any provision of these General Terms and Conditions. Southwest Key shall notify Contractor of any material adverse change to these General Terms and Conditions by posting such modified General Terms and Conditions on its website. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, have been made by any party, or by anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid and binding. Any modification of this Agreement shall be effective only if it is in writing and signed by the party to be charged. A waiver of any breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. Any ambiguous language in this Agreement shall be interpreted as to its fair meaning, and not strictly for or against either party, regardless of whether either party drafted the Agreement. Any Notice required to be given pursuant to this Agreement shall be in writing and shall be sent by mail or email with delivery confirmation to the General Counsel of Southwest Key or to Contractor at the party and address identified in the Specific Terms and Conditions.

5. Governing Law; Laws; Indemnity; Limitation of Liability. This Agreement shall be governed by and in accordance with the laws of the State of Texas, and venue for any action or proceeding to enforce or interpret any provision of this Agreement shall be in Travis County, Texas. Contractor shall abide by all laws, statutes, regulations and ordinances in completing the terms of this Agreement. Subject to the payment provisions and limitations in Paragraph 2 and to the fullest extent allowed by law, Contractor agrees to waive any and all claims against Southwest Key, which might otherwise arise from work performed pursuant to this Agreement or that might otherwise arise from the Agreement. To the extent allowable by law, Contractor shall defend, indemnify and hold harmless Southwest Key, Southwest Key affiliates and their respective customers, officers, directors, employees and agents (the “Southwest Key Programs Indemnitees”) from and against any claims, suits, actions, losses, damages, expenses or liabilities (including reasonable legal fees) brought against any Southwest Key Programs Indemnitees that may result by reason of (i) any death, bodily injury or property damaged based on Southwest Key’s authorized use of any product supplied pursuant to this agreement; (ii) any negligence or intentional misconduct of Contractor, or its employees or permitted subcontractors, under the Agreement; or (iii) the inaccuracy of any warranty or representation made by the Contractor. Contractor shall indemnify, defend and hold harmless Southwest Key Programs Indemnitees from and against any demand, suit, cause of action, liability, loss or expense (including reasonable legal fees) incurred by Southwest Key or the Southwest Key Programs Indemnitees related to any claim, action or cause of action for infringement or violation of any patent, trademark, service mark, trade secret, know-how or other Intellectual Property right, proprietary right or other property right by any person, entity or enterprise as a result of any act, omission, neglect or misconduct by Contractor or Southwest Key’s authorized use of any service or product supplied pursuant to Agreement, regardless of the fact that services or products may have been accepted by Southwest Key and Contractor may have received payment. If an injunction is issued affecting the

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(Revised March 2020) services and/or products or Southwest Key’s use of the services and/or products if Contractor determines that an injunction affecting the services and/or products or Southwest Key’s use thereto is likely to issue, Contractor will promptly, at its expense, either (i) obtain the right to Southwest Key to use the services and/or products, (ii) replace or modify them with non-infringing services and/or products of equivalent functionality, or (iii) refund the amounts paid for the services and/or products and reimburse Southwest Key for all reasonable expenses for removal and replacement of the services and/or products. Contractor further agrees that Southwest Key’s liability to Contractor or to any third party, for any damage or dispute arising from the performance of this Agreement shall not exceed the greater of the amount deemed reasonable solely by Southwest Key pursuant to Paragraph 2 or One Thousand Dollars ($1,000.00). In no instance shall Southwest Key be liable to Contractor or any third party for any damage or dispute arising from the performance of this Agreement for an amount greater than what is expressly provided in this paragraph, and Contractor agrees to indemnify, waive, release, and hold Southwest Key harmless accordingly.

6. Insurance. Contractor agrees to purchase and maintain, at its own expense insurance to protect Contractor from workers' compensation claims or other employee benefit claims, employee liability claims, or claims for damages because of bodily injury, including death, and from claims for damages to property, which may arise out of or result from Contractor's operations under the Contract, whether such operations be by Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them. Contractor shall list Southwest Key as an additional insured for all required insurance, other than Worker’s Compensation Insurance if not permitted by law, and shall provide Southwest Key with Contractor’s Certificate of Insurance prior to beginning services. The immediately foregoing requirement applies to completed and ongoing work, and Contractor’s failure to provide proof of additional insured status upon request shall be grounds for immediate termination of this Agreement. If Contractor is an entity other than a natural person providing services to or on behalf of Southwest Key, this insurance shall be written for no less than the following amounts: (1) commercial automobile insurance - $1,000,000; (2) commercial general liability (including applicable following form umbrella insurance) - $1,000,000; and (3) workers compensation insurance at Statutory limits and employer’s liability insurance of $1,000,000. If Contractor is a natural person providing services to or on behalf of Southwest Key that involve driving, Contractor’s automobile insurance shall be written for no less than $250,000, unless Contractor is transporting minors, in which case Contractor’s automobile insurance shall be written for no less than $1,000,000. Regardless of whether Contractor is a natural person or other entity, Contractor agrees to maintain professional liability insurance written for no less than $1,000,000 if Contractor is providing services as any of the following: attorney, clinician, health care provider, instructor or other professional service as identified by Southwest Key. Regardless of whether Contractor is a natural person or other entity, if Contractor fails to maintain workers compensation insurance, Contractor agrees to a workers compensation waiver of liability to the full extent allowed by law and shall sign any documents requested to formally document such waiver during and up to five years after the valid term of this Agreement. Contractor agrees to maintain all of the foregoing insurance requirements for at least three years following the completion of services or operations covered by this Agreement. Further, Contractor hereby waives all rights to subrogation in favor of Southwest Key and all relevant insurance policies shall be endorsed to reflect such waiver.

7. Nonassignability; Standard of Care; Licensure; Certification; Code of Ethics; Background Inquiry; Drug and Alcohol-Free Workplace;

No Driving; Southwest Key Policies and Procedures. Contractor shall not assign any of Contractor’s rights or responsibilities of this Agreement without the prior written consent of Southwest Key. Contractor agrees that Contractor’s services will be performed with that level of care and skill ordinarily exercised by members of Contractor’s profession currently operating under similar conditions and circumstances, that Contractor is licensed or certified, if required, and that Contractor knows and will follow any applicable code of ethics of Contractor’s profession. Contractor and Contractor’s workers shall cooperate with Southwest Key and provide Southwest Key with all information and/or documentation including driver’s license information, social security number and completed background inquiry documents to allow for Southwest Key to attain a criminal background check or run a national database screening regarding Contractor and/or Contractor’s workers, if Southwest Key requests such information to protect its interests. Any contractor providing services directly to Southwest Key clients must have a completed background check before providing services and will either provide documentation of a background check for all employees visiting Southwest Key facilities and/or the necessary information for Southwest Key to complete a background check. Because Southwest Key has a vital interest in maintaining a safe, healthy, and efficient work environment for all employees and Contractors, the parties agree and recognize that no one on any sexual offender registry may enter Southwest Key facilities and that Southwest Key’s work environment should be free from the use of illegal drugs, alcohol, and the unauthorized use of prescription drugs. Unless otherwise specifically agreed to in writing, Contractor is not authorized to drive on behalf of Southwest Key. Contractor agrees to comply with all applicable Southwest Key policies and procedures. Any employee or subcontractor of Contractor found ineligible to enter a Southwest Key facility must immediately vacate the premises and must not return to a Southwest Key facility.

8. Force Majeure; Excusable Delays; Work Stoppages If the delivery of any Product and/or Service is delayed by unforeseeable circumstances beyond the reasonable control and without the fault or negligence of Contractor or of its suppliers or subcontractors including, but not limited to, acts of God, war, acts of terrorism, explosions, energy blackouts, riots, fires, floods, pandemic, widespread epidemic, public health emergency, quarantine restrictions, freight embargos, strikes or unusually severe weather (any such delay being hereinafter referred to as "Excusable Delay") the delivery of such Product/Service may be extended for a period to be determined by Southwest Key after an assessment by Southwest Key of alternate work method(s) and whether or not an event is an Excusable Delay. If an Excusable Delay prevents Southwest Key from accepting goods or services, making its facilities and/or personnel available, or otherwise necessitates the stoppage of Contractor’s work under this Agreement, new timelines and dates for the work will be determined by Southwest Key with input from Contractor, and Southwest Key will not be in breach of this Agreement due to such delays or work stoppage.

9. Jury Trial and Class and Collective Action Waiver; No Arbitration; Late Fees; Waiver of Claims. Contractor waives Contractor’s right to request or demand a jury trial. Any claim that Contractor has against Southwest Key will be conducted solely on an individual basis and not as a class action or otherwise pursuant to class, collective action, or comparable procedures. A claim includes any dispute, controversy, lawsuit, or cause of action Contractor may have against Southwest Key related to Contractor’s contract for services.