ESBD_File_328860_696-FD-23-P018.docx

696-FD-23-P018 Section M

SOLICITATION, OFFER AND AWARD

1. CONTRACT NO.

2. SOLICITATION NO.

696-FD-23-P018

3. TYPE OF SOLICITATION

|X| SEALED BID (IFB)

|_| NEGOTIATED (RFO)

|_| NEGOTIATED (RFP)

4. DATE ISSUED

July 7, 2023

SOLICITATION

5. Sealed or emailed offers will be received by the Department until 3:00 p.m. Central Daylight Time (CDT) on Wednesday, July 26, 2023, and submitted to:

OFFER (Must be fully completed by Offeror)

20 CALENDAR DAYS

30 CALENDAR DAYS

CALENDAR DAYS

8. ACKNOWLEDGMENT OF

AMENDMENTS:

The Offeror acknowledges receipt of amend-ments to the SOLICITATION for Offerors and related documents numbered and dated:

9. NAME AND ADDRESS

OF OFFEROR:

10. NAME AND TITLE OF PERSON AUTHORIZED TO

SIGN OFFER (Type or Print)

11. TELEPHONE NO. (Include area code)

12. SIGNATURE

13. OFFER DATE

TO BE COMPLETED AT TIME OF AWARD

Document Type: 9 Statutory Cite: Texas Government Code, Section 2155.001

The Texas Department of Criminal Justice is seeking a contractor to provide a multi-year maintenance agreement for a high voltage electrical substation located near Tennessee Colony, Texas.

The total amount for the Base Period (September 1, 2023 – August 31, 2028) .

By:

Name:

Ron Steffa

Date:

Beto Substation Maintenance

696-FD-23-P018

SUMMARY OF KEY DATES FOR BID SUBMISSION

July 7, 2023 Post to ESBD

July 18, 2023 5:00 p.m. Last Day to Submit Responses to Offerors Questions

TABLE OF CONTENTS

PAGE

696-FD-23-P018

SECTION A - CONTRACT DEFINITIONS

The following terms used in this Contract shall, unless the context indicates otherwise, have the meanings set forth below:

Authorized Representative means the Person designated in writing to act for and on behalf of a party of this Contract, which designation has been furnished to the other party hereto as described in Section G.2.1.

Biennium means any of the two (2) year periods beginning on September 1 and ending on August 31 of odd numbered years, which periods are used for budgetary purposes by the State of Texas.

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

Contract Administrator means the Department employee responsible for the technical details within the scope of this Contract, and shall have the meaning as set forth in Section G.2.2.

Contract Monitor means the Department employee responsible for non-technical administration of this Contract, and shall have the meaning as set forth in Section G.2.3.

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

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

Day(s) means calendar Days, unless otherwise specified.

Department means the Texas Department of Criminal Justice (TDCJ), an agency of the State of Texas.

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

Event of Default means any of the events or circumstances described in Section I.3.

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

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

Monthly Invoice means the Contractor’s invoice based on the Contractor Per Diem Rate and yielding the Monthly Contractor Payment to be made by the Department.

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

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

PD means the Texas Department of Criminal Justice’s (TDCJ’s) Personnel Directives.

Per Diem Rate shall have the meaning as set forth in Section B.2.

Person means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, court or other tribunal, or government or any agency or political subdivision thereof.

Service Commencement Date means the date on which the Contractor shall begin providing Services at the Facility pursuant to this Contract. For the purpose of this Contract, that date is March 1, 2018.

Services means a delivery by the Contractor of the requirements in accordance with the terms and conditions of this Contract.

Subcontractor means a person or organization that contracts under, or for the performance of part or the entire Contract between the Department and the Contractor. The subcontract may be direct with the Contractor or with another subcontractor.

TBCJ means the Texas Board of Criminal Justice.

TDCJ means the Texas Department of Criminal Justice, an agency of the State of Texas, hereafter referred to as the Department.

Term means the duration of this Contract.

Year means Fiscal Year, unless otherwise specified.

696-FD-23-P018 Section A

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 PRICING INSTRUCTIONS

Routine inspection and preventative maintenance amounts should be listed monthly for the appropriate periods. Equipment and labor rates for out-of-scope and/or emergency work should be listed on the table below.

B.2 PRICING SCHEDULE

696-FD-23-P018 Section B

SECTION C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 BACKGROUND

Pursuant to Chapter 2155, Texas Government Code, the Texas Department of Criminal Justice (TDCJ), hereafter referred to as the Department, is seeking a Contractor to provide a multi-year maintenance agreement for a high voltage electrical substation located near Tennessee Colony, TX.

C.2 GENERAL DUTIES AND OBLIGATIONS

The Contractor shall provide routine inspection and preventive maintenance Services at a bi-weekly interval. Contractor shall comply with Department’s reporting procedures. Other than routine inspection and preventive maintenance Services, the following Services will be performed at the frequency specified:

· Semi Annually:

· Oil Quality and Dissolved Gas Analysis (DGA) samples on the power transformer.

· Thermo graphic inspection of substation.

· Annually:

· Test all relays on transformer and breaker.

· Bi-Annually:

· Breaker maintenance on vacuum breakers.

· Every Five (5) Years (from last occurrence):

· All electrical testing on transformer including Transformer Turns Ratio (TTR),

· Inspect 138 KV switches while transformer is out, operate lube switch and controls,

· Last testing occurred in December 2015.

C.3 SPECIFIC REQUIREMENTS AND OBLIGATIONS

All electrical items must meet all applicable OSHA standards and regulations, and bear the appropriate listing from Underwriters Laboratory (UL), Factory Mutual Resource Corporation (FMRC), or National Electrical Manufacturers Association (NEMA).

C.3.1 Routine Inspection Service

Routine inspection service will be performed every two weeks and will include:

SECTION D – REQUIRED REPORTS

D.1 REPORTS REQUIRED FROM CONTRACTOR

MONTHLY

OTHER

D.2 ADDITIONAL REPORTS FROM CONTRACTOR

Reports may be required from the Contractor during the course of the Contract. Additional charges for the report(s), if any, will be negotiated at the time the report(s) is (are) requested.

696-FD-23-P018 Section D

SECTION E - INSPECTION AND ACCEPTANCE

E.1 INSPECTION AND ACCEPTANCE OF SERVICES

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

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

C. If subject to the outcome of an audit or inspection, it is determined that the Contractor is in non-compliance with any provisions of this Contract, and/or that money is owed to the Department by the Contractor, then the Department may exercise its rights of recovery of money owed as authorized in Section G.4.2 of this Contract.

1. If any of the Services are non-compliant with the Contract requirements, as identified by the Department, the Contractor shall be notified describing the specific areas of non-compliance. The Contractor shall have a twenty (20) Day period to file a written response detailing corrective action(s) taken to all items of non-compliance. The response must include supporting documentation which verifies execution of corrective action(s) taken. Unless otherwise specified, or previously agreed to by the Department, the submission of a corrective action plan shall not be accepted as corrective action. For all items of non-compliance satisfactorily resolved by agreement between the Contractor and the Department, no further action regarding such items shall be taken. Any areas of non-compliance shall be corrected within twenty (20) Days or by the date of the Department approved extension.

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

E.2 INSPECTION BY STATE EMPLOYEES

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

B. The Contractor shall provide entry at all times by the Texas Board of Criminal Justice (TBCJ) and the Department’s authorized employees/agents for inspections and other official purposes. The Governor, members of the Legislature and all other members of the Executive and Judicial Departments of the State, as well as any other persons designated by the Department including Office of the Inspector General, shall be admitted to monitor the delivery of Services.

E.3 AUTHORITY TO AUDIT

A. The Contractor understands that acceptance of funds under this Contract acts as acceptance of the authority of the State Auditor’s Office (SAO), or any successor agency, to conduct an audit or investigation in connection with those funds. The Contractor further agrees to cooperate fully with the SAO, or its successor, in the conduct of the audit or investigation, including providing all records requested.

B. The Contractor shall ensure that this Clause concerning the authority to audit funds received indirectly by subcontractors through the Contractor and the requirement to cooperate is included in any subcontract it awards.

C. The Contractor shall reimburse the State of Texas for all costs associated with enforcing this provision.

D. See Section H.4, Books and Records, concerning record retention.

E. Offeror will make available at reasonable times and upon reasonable notice, and for reasonable periods, work papers, reports, books, records, and supporting documents kept current by Offeror pertaining to the contract for purposes of inspecting, monitoring, auditing, or evaluating by Agency and the State of Texas.

E.4 AUDITS BY OTHER AGENCIES

Upon receipt of audits or monitoring reports pertaining to the provision of Services under this Contract that are conducted by agencies or entities other than the Department, the Contractor shall provide copies thereof to the Department within thirty (30) Days. The Contractor shall provide to the Department copies of responses to audits and/or inspections within seven (7) Days of issuance. Audits or inspections may include allegations or complaints involving program operations or the Contractor and its employees (including consultants, independent contractors and their employees, agents, and volunteer workers).

E.5 FRAUD, WASTE OR ABUSE

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

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

696-FD-23-P018 Section E

SECTION F - DELIVERIES OR PERFORMANCE

F.1 PERIOD OF PERFORMANCE

The Contract will consist of a base period from September 1, 2023 through August 31, 2028. All work shall be completed within the service period.

F.2 OPTION TO EXTEND SERVICES

The Contract may be extended for an additional ninety (90) day period at the Department’s sole discretion, per Section I.12.

696-FD-23-P018 Section F

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 CLAUSES INCORPORATED BY REFERENCE

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

Texas Government Code, Chapter 2251, Payment for Goods and Services

G.2 AUTHORITY – AUTHORIZED REPRESENTATIVE, CONTRACT ADMINISTRATOR, AND CONTRACT MONITOR AND CONTRACT MANAGER

G.2.1 Authorized Representative

A. The Department’s Authorized Representative (the Executive Director) or his/her designated representative (Chief Financial Officer) is the only person authorized to make or approve changes in any of the requirements of this Contract, and notwithstanding any clauses contained elsewhere in this Contract, the said authority remains solely with the Executive Director or his/her designated representative. The Director of the Facilities Division shall be designated as the Authorized Representative to act in behalf of the Chief Financial Officer on all matters pertaining to the daily operations of these Services as outlined in this Contract. In the event the Contractor makes any change at the direction of any person other than the Executive Director or his/her designated representative, the change will be considered to have been made without authority and no adjustment will be made in the Contract price to cover any increase in cost incurred as a result thereof.

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

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

G.2.2 Contract Administrator

A. The Contract Administrator for this Contract is Tammy Warwick.

B. The telephone number for the Contract Administrator is (936) 437-3848.

C. The e-mail address for the Contract Administrator is tammy.warwick@tdcj.texas.gov.

D. The Contract Administrator is responsible for general administration of this Contract, negotiation of any changes and final issuance of written changes/modifications to this Contract. All requests by the Contractor to modify the Contract shall be made in writing to the TDCJ-Contracts and Procurement, and a copy submitted to the Contract Administrator.

G.2.3 Contract Monitor

A. The Contract Monitor is not authorized to make any representations or commitments of any kind on behalf of the Executive Director or his/her designated representative (Chief Financial Officer) of the Department or the State of Texas.

B. The Contract Monitor does not have the authority to alter the Contractor’s obligations or to change the Contract specifications, prices, terms or conditions.

C. If, as a result of technical discussions, it is desirable to modify Contract obligations or Section C of this Contract, changes will be issued in writing and signed by the Executive Director or his/her designated representative (Chief Financial Officer) of the Department.

D. The Contract Monitor is also responsible for the final inspection and such other responsibilities as may be specified in the Contract.

G.2.4 Contract Manager

The Contractor shall provide a Contract Manager for this Contract who shall be responsible for the overall management and coordination of this Contract and shall act as the central point of contact with the Department. The Contract Manager shall have full authority to act for the Contractor in the performance of the required Services. The Contract Manager, or a designated representative, shall meet with the Contract Monitor to discuss problems as they occur.

B. The telephone number for the Contract Manager is .

C. The facsimile number for the Contract Manager is .

D. The email address for the Contract Manager is .

G.3 INVOICE REQUIREMENTS

A. The Contractor shall invoice the Department for each calendar month, one (1) calendar month in arrears for the amount due for Services, and the Department shall pay such invoice thirty (30) Days after receipt of an accurate Contractor’s invoice and supporting documentation. The Contractor may bid prompt payment discount, for example, one percent (1%), fifteen (15) Days (refer to page 1, block 7 of the Solicitation, Bid and Award form) if the Contractor desires expedited Payments. Prompt payment discounts and payment terms must be stated on each invoice.

B. The Contractor’s Monthly Invoice shall include the following information.

1) Invoice Number and Date;

2) Company Name;

3) Contract Number;

4) Time period invoice covers;

5) Remittance / Payment address;

6) Payee Identification Number (PIN);

7) Description, price, quantity of Services being billed;

8) Prompt payment discount, if applicable;

9) Itemized credits, if applicable; and

10) Supporting documentation.

C. Monthly Invoices shall be submitted to the office designated below or electronically no later than the fifth (5th) working day after the end of the preceding month:

D. The Contractor shall have thirty (30) Days from receipt of Payment to submit a request for consideration to review any discrepancies or inaccuracies.

G.4 PAYMENTS

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

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

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

The form and instructions can be found at the following link on the TDCJ website: https://comptroller.texas.gov/programs/systems/direct-deposit/.

In the event the Contractor elects to decline Direct Deposit on the Vendor Maintenance Direct Deposit and Substitute W-9 Form, the Payment will be mailed to the following remittance address:

G.4.1 Late Payment

Any amount owed to the Contractor more than one (1) Day beyond the date such amount is due as described in Section G.3 hereof shall accrue interest each Day that such amount is not paid at the rate specified by Texas Government Code, Section 2251.025, provided, however, that this provision shall not excuse failure by the Department to make Payment in strict accordance with this Contract.

G.4.2 Withholding of Payment

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

1. Failure to submit reports as required in Section D;

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

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

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

C. The Monthly Contractor Payment withheld shall be released upon the Department’s satisfaction that compliance has been achieved for thirty (30) consecutive days.

D. With the exception of disputed issues, such withholding of final Payment by the Department shall not exceed one hundred twenty (120) Days from the date of Contract termination.

G.4.3 Payment of Debt Owed to the State of Texas

As required by Texas Government Code, Section 2252.903, the Contractor agrees that any Payments due under this Contract shall be directly applied towards eliminating any debt or delinquency including, but not limited to, delinquent taxes, delinquent student loan payments and delinquent child support, until the debt is paid in full. The Contractor shall comply with the rules adopted by the Department under Texas Government Code, Sections 403.055, 403.0551, 2252.903 and other applicable laws and regulations regarding satisfaction of debts or delinquencies to the State of Texas.

G.4.4 Right to Offset

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

696-FD-23-P018 Section G

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 INSURANCE REQUIREMENTS

The Contractor shall meet the following insurance and indemnification requirements:

A. Contractor is not a covered individual for the purposes of worker’s compensation. Any treatment of injuries incurred while under this Contract is the responsibility of the Contractor.

B. The Contractor shall also maintain worker’s compensation insurance as statutorily required by the State of Texas if the Contractor has non-contract employees working under this Contract.

C. If the Contractor hires an employee to perform any of the Services listed in this Contract, the Contractor shall provide an adequate plan of insurance that provides; (1) coverage to protect the State against all claims arising from the Services performed by the Contractor; (2) coverage to protect the State from actions by a third party against the Contractor or any subcontractor of the Contractor as a result of the Contract, and (3) coverage to protect the State from actions by officers, employees, or agents of the Contractor or any subcontractor(s). The Contractor shall maintain the following insurance coverage in full force and effect for the mutual protection and benefit of both the Department and the Contractor:

Type of Coverage Minimum Limits of Liability

B. Automobile Liability $500,000.00 Combined single limit

The Contractor may provide the minimum coverage limits contained in an Excess or Umbrella Policy as recommended by the advice and counsel of the Contractor’s insurance provider.

H.1.1 The Contractor shall maintain insurance coverage for the mutual protection of both the Department and the Contractor against claims that may arise out of or result from the Contractor’s actions or operations hereunder, whether such actions or operations are by the Contractor or a subcontractor, or by anyone directly or indirectly employed by or acting on behalf of the Contractor or subcontractor where liability may arise for:

A. Claims under worker's compensation disability benefit, and other similar employee benefit acts;

B. Claims for damages because of bodily injury, occupational sickness or disease, or death of any Contractor employees;

C. Claims for damages because of bodily injury, sickness or disease or death of any person other than the Contractor’s employees;

D. Claims for damages insured by usual personal liability coverage that are sustained by any person as a result of an act directly or indirectly related to the employment of such person by the Contractor, or by any other person;

E. Claims for damages because of injury to or destruction of tangible property, including loss of use resulting there from;

F. Claims for damages based on violations of civil rights; and

G. Claims for damages arising from fire and lightning and other casualties.

H.1.2 The insurance required by this section shall be written for not less than any limits of liability specified by the Department or required by law, whichever is greater, and shall include contractual liability insurance as applicable to the Contractor’s obligations hereunder.

H.1.3 Certificates/policies of insurance shall be filed with the Department prior to execution of the Contract. These certificates/policies shall contain a provision that coverage afforded under the policies shall not be canceled, non-renewed or materially changed except after 30 days written notice by Certified Mail to: Texas Department of Criminal Justice, Two Financial Plaza, Suite 525, Huntsville, Texas, 77340; Attn: Shari Moore. Contractor shall provide proof of insurance coverage to the Department upon renewal of such.

H.1.4 The Contractor shall name the Texas Department of Criminal Justice and its officers, employees, and elected representatives as additional insured on applicable coverage’s, i.e., General Liability and Automobile.

H.1.5 All insurance coverage is to be provided by insurance carriers licensed to conduct business in Texas. All insurance carriers shall be, at a minimum, rated “A-7” in Best’s Key Rating Guide.

H.1.6 Compliance with the foregoing insurance requirements shall not relieve the Contractor from any liability under the indemnification clause at Section I.5.

H.1.7 The Contractor agrees to waive subrogation against the Texas Department of Criminal Justice and its officers, employees and elected representatives for bodily injury (including death),property damage or any other loss on applicable coverage’s, i.e., General Liability, Automobile and Worker’s Compensation.

H.1.8 The Contractor agrees that the Contractor’s insurance is primary insurance as applicable to the Texas Department of Criminal Justice, its officers, employees and elected representatives.

H.2 SUBCONTRACTORS

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

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

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

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

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

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

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

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

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

1. An acknowledgement that the subcontract is subject to the Contract between the Department and the Contractor (the “Master Contract”).

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

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

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

H.2.1 Insurance

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

H.2.2 Historically Underutilized Business (HUB)

A. The Contractor shall make a good faith effort to award necessary subcontracts to HUBs in accordance with Texas Government Code, Sections 2161.181-182, 2161.252(b), and Texas Administrative Code, Title 34, Part 1, Chapter 20, Subchapter D, Division 1, Rule 20.285. Pursuant to the Texas Comptroller of Public Accounts Rules, Texas Administrative Code, Title 34, Part 1, Chapter 20, Subchapter D, Division 1, Rule 20.285, the Contractor shall submit a HUB Subcontracting Plan (HSP) as part of the bid submission, as well as make a good faith effort to implement the HSP. The Contractor shall seek written approval from the Department prior to making any modifications to its HSP.

B. A detailed description of the HSP and required forms to be submitted with the bid submission are included as Exhibit J.1.

C. The Contractor shall provide notice to all subcontractors of their selection as a subcontractor for this Contract. The notice must specify, at a minimum, this Agency's name, the name of the Contract Administrator, this Contract's assigned Contract number, the subcontracting opportunity the subcontractor will perform, the approximate dollar value of the subcontract and the expected percentage of this Contract's total value that the subcontract represents. A copy of the notice shall be provided to the Contract Administrator no later than ten (10) working days after this Contract is awarded.

D. The Contractor shall submit to the Contract Administrator on a monthly basis (by the fifth [5th]) of the following month) the Prime Contractor Progress Assessment Report, which is included in Exhibit J.1.

H.3 UTILIZATION OF PRODUCTS AND MATERIALS PRODUCED IN TEXAS

A. The Contractor shall comply with Texas Government Code, Section 2155.4441, relating to service contract use of products produced in the State of Texas.

B. In performing Services under this Contract, the Contractor shall purchase products and materials produced in the State of Texas when they are available at a price and time comparable to products and materials produced outside of Texas.

H.4 BOOKS AND RECORDS

All records and documents pertinent to the Services contracted hereunder shall be kept for a minimum seven (7) years after the expiration or termination hereof. If any litigation, claim, or audit involving these records begins before the retention period expires, the Contractor must continue to retain said records and documents until all litigation, claims, or audit findings are resolved, meaning that there is a final Court Order from which no further appeal may be made, or a written agreement is entered into between the Department and the Contractor.

H.5 ORGANIZATIONAL AND NAME CHANGE

The Contractor shall submit written notification to the Department within thirty (30) Days of any changes in the Contractor’s name, address, telephone number, facsimile number and/or e-mail address with an effective date of such change. The Contractor shall submit to the Department a copy of any registration “to do business as,” “DBA,” or “also known as,” “AKA,” and any legal corporate name change filed with the Secretary of State.

H.6 FREE EXERCISE OF RELIGION

The Contractor is prohibited from substantially burdening an employee’s Exercise of Religion.

H.7 SECURITY

The Contractor’s employees and representatives, vehicles and equipment must be under security surveillance at all times and are subject to inspection at any time while on state property. The Contractor agrees to abide by all Department Policies and unit rules and regulations on state property. These rules, in part, prohibit the introduction of alcohol, narcotics, weapons, gambling paraphernalia, pagers and cellphones to any state property. This includes having these items in personal vehicles of on-site employees. The Contractor’s employees may not carry more than $25.00 in cash into any Department Facility. Tobacco products are strictly prohibited on TDCJ units, but are allowed in the personal vehicles of on-site employees or in designated smoking areas. All vehicles must be kept locked when not in use and the Contractor’s employees must stay with the vehicle when it is unlocked.

696-FD-23-P018 Section H

SECTION I – CONTRACT CLAUSES

I.1 ADVERTISING OF AWARD

The Contractor agrees not to refer to awards in commercial advertising in such a manner as to state or imply that the product(s) or Service(s) provided are endorsed or preferred by the Department or is considered by the Department to be superior to other products or services.

I.2 DEFAULT AND TERMINATION

I.2.1 Default by the Contractor

Each of the following shall constitute an Event of Default on the part of the Contractor:

A. A Material Failure to keep, observe, perform, meet, or comply with any covenant, agreement, term, or provision of this Contract to be kept, observed, met, performed, or complied with by the Contractor hereunder, when such failure continues for a period of twenty (20) Days after the Contractor’s receipt of written notice thereof;

B. A Material Failure to meet or comply with Department Policy, any court order, federal or state requirement or law, when such failure continues for a period of twenty (20) Days after the Contractor’s receipt of written notice thereof;

C. A Material Failure to comply with any Department Policy for which the Contractor has been expressly required to comply and for which the Contractor has not received a prior written waiver from the Department, when such failure continues for a period of twenty (20) Days after the Contractor’s receipt of written notice thereof;

D. Insolvency of the Contractor as evidenced by any of the following occurrences:

1. Its inability to pay its debts;

2. Any general assignment for the benefit of creditors;

3. Any decree or order appointing a receiver or trustee for it or substantially all of its property to be entered and, if entered without its consent, not to be stayed or discharged within sixty (60) Days;

4. Any proceedings under any law relating to bankruptcy, insolvency, or the reorganization or relief of debtors to be instituted by or against it and, if contested by it, not to be dismissed or stayed within sixty (60) Days; or

5. Any judgment, writ of attachment or execution, or any similar process to be issued or levied against a substantial part of its property which is not released, stayed, bonded, or vacated within sixty (60) Days after issue or levy.

E. The discovery by the Department that any statement, representation or warranty in this Contract is false, misleading, or erroneous in any material respect; or

F. A failure by the Contractor to comply with contractual terms and conditions, resulting in a breach of security or health and safety standards. This Event of Default may result in the immediate termination of this Contract.

I.2.2 Further Opportunity to Cure

A. If an Event of Default of the type specified in Section I.2.1 occurs and the Contractor reasonably believes that such Event of Default cannot be cured within the twenty (20) Days allowed in Section I.2.1 but that such Event of Default can be cured through a diligent, on-going, and conscientious effort on the part of the Contractor, within a reasonable period not to exceed three (3) months, then the Contractor may, within the twenty (20) Day cure period, submit a detailed plan for curing the Event of Default to the Department.

B. Upon receipt of any such plan for curing an Event of Default, the Department shall promptly review such plan and at its discretion, which must be reasonable in the circumstances, may allow, or not allow, the Contractor to pursue such plan of cure.

C. The decision of the Department will be communicated in writing to the Contractor.

D. The Department agrees that it will not exercise its remedies thereunder with respect to such Event of Default for so long as the Contractor diligently, conscientiously, and timely undertakes to cure the Event of Default in accordance with the approved plan.

E. If the Department does not allow the Contractor an extension of the cure period, the twenty (20) Day time period shall be tolled during the period of time the request is pending before the Department.

I.2.3 Remedy of the Department

When an Event of Default by the Contractor has been determined to exist, the Department’s Authorized Representative will notify, in writing, the Contractor of such Event of Default, and subject to the provisions of Section I.2.2, the Department will have the right to pursue any remedy it may have by law or in equity including, but not limited to:

A. Reducing its claim to a judgment;

B. Taking action to cure the Event of Default, in which case the Department may offset against any Payments owed to the Contractor all reasonable costs incurred by the Department in connection with its efforts to cure such Event of Default;

C. Withholding of funds as authorized in Section G.4.5; or

D. Exercising a Termination for Default.

1. In the event of Termination for Default the Department shall offset against Payments owed to the Contractor any reasonable amounts expended by the Department to cure the Event of Default.

2. The Department will have no further obligations to the Contractor after such termination.

3. The Department may also acquire, in the manner the Department considers appropriate, Services similar to those terminated and the Contractor will be liable to the Department for any increase in costs for those Services.

I.2.4 Termination for Convenience

The Department may, in its sole discretion, terminate this Contract, with or without cause, by providing the Contractor with sixty (60) Days prior written notice of such termination.

I.2.5 Termination by Mutual Agreement

The parties may terminate this Contract by mutual agreement, the terms of which shall be set forth in writing.

I.2.6 Termination Procedures

A. Upon Termination for Default, Termination for Convenience, Termination by Mutual Agreement, as heretofore mentioned, or Termination for Excess Obligations (Exhibit J.1, paragraph 24), the following procedures will be adhered to:

1. The Department will immediately notify the Contractor in writing specifying the effective termination date.

2. After receipt of the Notice of Termination, the Contractor shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due at that point in the Contract:

a. Place no further subcontracts or orders in support of this Contract;

b. Terminate all subcontracts; and

c. Cancel all orders as applicable.

B. Upon termination, the Contractor shall be entitled to receive from the Department, Payment for all Services satisfactorily furnished under this Contract…