ESBD_File_335484_RFP 2023-053 Financial Transaction Procedures (F) 90523 -NS Edits.pdf

City of Waco, Texas

Request for Proposal RFP No. 2023-053

Financial Transaction Procedures

Issue Date: September 5, 2023 Closing Date & Time: October 5, 2023, at 2:00 p.m.

Opening Date & Time: October 5, 2023, at 2:05 p.m.

RFP Opening Location: Purchasing Services Office, 1415 N. 4th Street, Waco, Texas (via Zoom Video Conferencing Only) Please see Page 3

For Information Contact: Kasey Gamblin, Purchasing Services, 254-750-8405

Purchasing Services Post Office Box 2570

Waco, Texas 76702-2570 Telephone 254 / 750-8060

Fax 254 / 750-8063 www.waco-texas.com

RFP 2023-053 Financial Transaction Procedures http://www.waco-texas.com/

BONFIRE ELECTRONIC BIDDING

The City of Waco is transitioning to Electronic Bidding, Proposals and Qualification (RFB/RFP & RFQ) submissions. These requests will be managed through the new City’s Data base system, Bonfire.

We ask vendors to register with Bonfire to access and respond to any advertisement for bids and services required by the City. Registration is secure and user friendly. Vendors can register at the link below. Once registered, vendors will be able to:

• Register with the City of Waco.

• Receive notifications for bids and services requests from the City.

• Stay updated on changes, addendums, open solicitations.

• Submit bids and proposals electronically.

• Vendors can inquire about the details and requirements of various bidding opportunities.

The City will still accept bids and proposals by mail or drop off. Notifications of changes, addendums and updates will also be available on the City’s website as well as other media outlets the City uses for solicitations.

The City appreciates your participation. If you have questions during the electronic bid/proposal process, please contact the issuing buyer, whose contact information can be found in the solicitation document. You can also contact Bonfire with registration or customer support issues.

Website links to assist you: https://waco-texas.bonfirehub.com/login

MINORITY, WOMEN-OWENED BUSINESS ENTERPRISE (MWBE)

The City of Waco is committed to providing fair and equal opportunities for all vendors, especially those who face disadvantages in bidding and providing services to the City. The City collects and reports data on the MWBE status of vendors to the federal government as part of this effort. Vendors are asked to fill out theMWBE form and submit it with their offer when they respond to a bid or proposal solicitation.

The MWBE status helps the City ensure that small and disadvantaged businesses are included in the competitive solicitation process. However, the MWBE status does not determine the award of a contract.

RFP 2023-053 Financial Transaction Procedures https://waco-texas.bonfirehub.com/login

BID NUMBER:

DATE:

TIME: CENTRAL

QUICK LINK:

MEETING ID:

DIAL IN NUMBER:

PASS CODE:

ADDITONAL

INFORMATION:

BID NUMBER:

DATE:

TIME: CENTRAL

QUICK LINK:

MEETING ID:

DIAL IN NUMBER:

PASS CODE:

ADDITONAL

INFORMATION:

PRE BID/ PROPOSAL

BID/ PROPOSAL OPENING

ZOOM ACCESS INSTRUCTIONS & ADDITIONAL INFORMATION

Rev. 1

RFP 2023-053 Financial Transaction Procedures

TABLE OF CONTENTS

Register Interest form

I. Schedule for Solicitation for Competitive Sealed Proposal II. Contact with City of Waco III. Definitions IV. Requested Services V. Request For Proposals – Submission And Award Procedures

Appendices

A. Scope of Services / Pricing Forms

(1) Detailed Scope of Services

B. Contract Requirements

(1) City of Waco General Terms and Conditions

(2) Additional Terms for Services

(3) Insurance & Indemnification Requirements

(4) House Bill 89 Energy Form

(5) House Bill 89 Gun Form

(6) House Bill 89 Israel Form

(7) HB1295 Information Sheet

(8) Protest Procedure

C. Forms to Complete and Return

(1) Submission of Bid/Proposal and Acknowledgment of Addenda

(2) Business Identification Form

(3) Conflict of Interest Questionnaire (CIQ Form)

(4) Disclosure of Relationships with City Council/Officers (City Charter)

(5) Minority/Women Owned Business

(6) Litigation Disclosure

(7) Certification Regarding Debarment

(8) Non-collusion Affidavit

(9) Resident Certification

(10) Texas Public Information Act

(11) Drug Free Workplace

(12) W-9 Form

City of Waco, Texas

RFP No. 2023-053 Financial Transaction Procedures

REGISTER INTEREST

You have received a copy of the above described Request document. If you would like to register your interest in this project so that you will receive any future notices or addenda concerning the project, please fill in the information requested below and fax this page to 254-750-8063. You may also scan this page and email to: Kasey Gamblin at kaseyg@wacotx.gov.

Company/Firm:

Name of Contact Person(s):

Email(s):

Telephone: _________________________________________ Fax:_________________________________

Mailing Address:

It is your responsibility to complete and return this form to the City. Failure to do so will result in your not receiving notices and addenda related to this project from the City of Waco.

Notices and addenda are posted on the City’s website and can be accessed at:

http://www.waco-texas.com/purchasing-rules.asp.

City of Waco Purchasing Services Post Office Box 2570

Waco, Texas 76702-2570 Telephone 254 / 750-8060

Fax 254 / 750-8063 www.waco-texas.com

RFP 2023-053 Financial Transaction Procedures mailto:kaseyg@wacotx.gov http://www.waco-texas.com/purchasing-rules.asp http://www.waco-texas.com/

I. Schedule for Solicitation Competitive Sealed Proposal The proposed schedule of events is tentative and may be modified throughout the selection process at the discretion of the City of Waco.

Issuance of the RFP September 5, 2023 Deadline for questions in 5:00 p.m. September 22, 2023 Proposals due by 2:00 p.m. October 5, 2023 Opening of Proposals at 2:05 p.m. October 5, 2023 Evaluation of proposal submissions October 5, 2023 to November 5, 2023

Tentatively, the determination of the intended recommendation to City Council will be made and submitters will be notified of the intended recommendation by November 5, 2023. This schedule is subject to change by the City.

II. Contact with City of Waco The contact person for this solicitation process is: Kasey Gamblin, Purchasing Manager who can be reached at:

Email: kaseyg@wacotx.gov Telephone: (254) 750-8405 Fax: (254) 750-8063 Questions concerning the solicitation can be submitted through the City of Waco’s Bonfire portal at https://waco-texas.bonfirehub.com/login (preferred) or by email to the contact person listed above.

City of Waco Purchasing Services Attn: Kasey Gamblin, Purchasing Manager P.O. Box 2570 Waco, Texas 76702-2570

City of Waco Purchasing Services Attn: Kasey Gamblin, Purchasing Manager 1415 North 4th Street Waco, Texas 76707

Contact with someone other than the Purchasing Agent listed above, or his/her designated representative, at the City of Waco concerning this solicitation may be grounds for removal from consideration.

Interpretation, modification, corrections, or changes to the solicitation documents will be made by addenda issued by the City of Waco. Addenda will also be made available through the City of Waco’s Bonfire portal at https://waco-texas.bonfirehub.com/login or the City of Waco Website at http://www.waco-texas.com/bids.asp. Interested professional service providers are encouraged to return the Register Interest form on the previous page.

RFP 2023-053 Financial Transaction Procedures mailto:kaseyg@wacotx.gov https://waco-texas.bonfirehub.com/login http://www.waco-texas.com/bids.asp

III. Definitions The following definitions apply to this document and the transaction between the City and the selected submitter unless otherwise designated in the context. Terms, which are singular, may include multiple, where applicable and when in the best interests of the City:

(1) “City” means and refers to the City of Waco, Texas.

(2) “Company” or “Firm” means and refers to any submitter, whether such submitter be a sole proprietor, corporation, company, partnership, company, or any other entity legally defined or recognized under the laws of the State of Texas.

(3) “Proposal” or “Submission” or “Submittal” refers to a response submitted to an RFP.

(4) “Project Review Committee” means a committee established by the City to review and score the submitted Proposals. The Committee will be composed of City of Waco staff members.

(5) “RFP” means and refers to this Request For Proposals.

(6) “Selected submission” means and refers to the submission sent to the City of Waco by the Selected Firm.

(7) “Selected Firm” means the firm who is selected by the City and to whom the City

Council/City Manager awards a contract for the services or commodities requested in this solicitation.

(8) “Solicitation” means an RFP issued by the City Waco seeking products or services described in the document.

(9) “Submitter” or “Vendor” or “Proposer” or “Contractor” means a firm that submits a response to a solicitation.

(10) “Contract documents” includes the RFP and all of the Appendices attached to the RFP.

(11) “Day” means a calendar day unless otherwise specifically defined.

IV. REQUESTED SERVICES

A. Scope of Services – Also see Appendix A

The City of Waco (the “City”) is seeking proposals from a qualified consultant/consulting firm (the “Consultant”) to document each transaction type within the City’s Fiscal Management Services department with the exception of the City’s payroll process and establish a procedures manual for the department. This process review will focus on the City’s strategic goal of “Build a High Performing City Government” with an emphasis on the City’s values of:

• Promote equity and inclusion in all that we do;

• Provide excellent and innovative services;

• Serve with integrity;

• Invest in people; and

• Focus on teamwork.

A digital version of this document can be obtained from the City of Waco’s Bonfire portal at https://waco-texas.bonfirehub.com/login or the City of Waco Website at http://www.waco-texas.com/bids.asp.

B. Terms, Conditions, and Requirements In addition to the specifications for the Project, the attached Appendices include the City’s Contract Requirements.

C. Duration of Service: It is anticipated that the Selected Proposer will be awarded a contract to begin in November 2023 to conduct the review. The review and report is expected to be delivered within 120 days of the contract execution date, unless cancelled or terminated earlier in accordance with this RFP. The contract may be renewed or extended at the discretion of the Department Director, City Management or City Council; all other terms and conditions will remain in full force and effect.

D. Reservations by City: The City of Waco reserves the right to reject any and all submittals. This issuance of this solicitation does not obligate the City to contract for expressed or implied services. The City of Waco will not reimburse proposers for any costs incurred during the preparation or submittal of responses to this solicitation.

(1) Furthermore, the City expressly reserves the right to:

(a) Waive any defect, irregularity, or informality in any submittal or procedure;

(b) Extend the solicitation closing time and date;

(c) Reissue this solicitation in a different form or context;

(d) Procure any item by other allowable means;

(e) Waive minor deviations from specifications, conditions, terms, or provisions of the solicitation, if it is determined that waiver of the minor deviations improves or enhances the City’s business interests under the solicitation; and/or

RFP 2023-053 Financial Transaction Procedures http://www.waco-texas.com/bids.asp

(f) Extend any contract when most advantageous to the City, as set forth in this solicitation.

(g) Retain all proposals submitted and to use any ideas in a proposal regardless of whether or not that proposal is selected.

V. REQUEST FOR PROPOSALS – SUBMISSION AND AWARD PROCEDURES

A. Qualified firms should submit their proposals through the City of Waco’s Bonfire portal at https://waco-texas.bonfirehub.com/login. Paper/Physical proposals will still be accepted but must include one (1) electronic copy (CD or Flash Drive) and (1) original and four (4) copies of their proposals on 8 ½ x 11 paper. These must be received by the date set out above in the Schedule of Solicitation for a submitting firm to be considered:

1. Title Page. Display the RFP Number and Title.

2. Table of Contents. Clearly identify in your proposal what RFP material (by RFP item and/or page number) the proposal is addressing.

3. Executive Summary. Include a brief summary of the key or most important points of your proposal. Include the names of the persons who will be authorized to make representations for the proposer, their titles, addresses, and telephone numbers. The summary should not exceed three (3) letter-sized pages.

4. Company Background and Personnel

a. Describe the organization, date founded and ownership of your firm. If your company has experienced a significant change in organizational structure, ownership, or management during the past three years, please describe.

b. Describe any other business affiliations (e.g., subsidiaries, joint ventures, and “soft dollar” arrangements with brokers).

c. List by name and job description the individual(s) employed by your company who will provide direct services to the City. Include each individual’s educational background, professional designations and licenses, experience providing services related to this RFP, number of years employed full-time by your company, total number years of experience.

d. Provide an organizational chart showing your proposed project team, including analytical, and research staff, other decision support and back office support. Identify the primary contact and describe the roles of each key person.

RFP 2023-053 Financial Transaction Procedures

e. Describe any regulatory censure and/or any litigation filed against your company or its officers, owners, agents, or employees during the past ten (10) years. Provide the style of any and all lawsuits, including names of plaintiffs and defendants, cause number, court hearing the lawsuit, and the final outcome of each lawsuit, including arbitration.

f. Describe any criminal prosecution filed against your company or its officers, owners, agents, or employees during the past ten (10) years, including the filing of misdemeanor or felony complaints and/or felony indictments and also including alleged improper, fraudulent or unfair activities related to the sale of securities.

Provide the style of any and all criminal prosecutions, including names of defendants, the prosecuting state, cause number, court hearing the case, and the final outcome of each prosecution.

g. Describe how your company keeps its employees informed of developments and changes in regulations related to the services to be provided under this RFP.

h. Describe the frequency and format of reports that your company would provide to the City. Provide a sample of the reports that will be provided.

i. Provide three client references (preferably public sector) for which your company has provided similar services, including client name, address, phone number of the contact person, and length of time such entity or entities have been your client.

Indicate specifically what type(s) of services you provide.

5. Use of City Staff. Provide in detail the information and assistance you will require from City staff.

6. Completed and signed copies of Forms included in Appendix C.

7. Certificate showing current insurance coverage.

8. Pricing/Cost Information:

i. Provide a detailed description of the fees your firm would charge, the methods by which your firm would calculate the fees and the timing of when the fees would be billed and payable.

B. Completeness of Submission

1. Proposers are responsible for examining and being familiar with all specifications, drawings, standard provisions, instructions, and terms and conditions of the solicitation and their responses.

2. The proposer must attach all required forms with each submission copy. Forms must be signed by a representative of the proposer authorized to bind the proposer contractually. The proposer must include a statement identifying any exceptions to this RFP or declare that there are no exceptions taken to the RFP.

C. Response Date and Location

Responses to this solicitation must be received by 2:00 p.m. (Central Time) on October 5, 2023. The City prefers that vendors use the new Bonfire portal at https://waco-texas.bonfirehub.com/login, paper submissions will still be received at the address listed below Via Delivery Services or Personal Delivery to:

Attn: Kasey Gamblin, Purchasing Manager 1415 North 4th Street Waco, Texas 76707

If using U.S. Mail, note that U.S. Mail is initially received at Waco City Hall and then delivered to the office of Purchasing Services by a City courier. That delivery may occur a day or more after being received at Waco City Hall. Allow additional time in advance of the proposal due date for U.S. Mail delivery. If the Purchasing Office has not received the proposal by the stated deadline, the proposal will be returned unopened.

All submissions shall be sent to the attention of the Purchasing Agent in a sealed envelope that is clearly marked on the outside as follows:

“RFP 2023-053 Financial Transaction Procedures” Opening: 2:05 p.m. (Central Time) on October 5, 2023.

Proposers accept all risk of late delivery submissions regardless of instance or fault. A proposal received after the submission deadline will not be considered and will be returned unopened to the submitter.

The City will NOT accept a proposal submitted by facsimile transmission (fax) or by electronic mail (email).

All submissions and accompanying documentation will become the property of the City.

D. Modification to or Withdrawal of Submission Submissions cannot be altered or amended after the submission deadline passes.

Submissions may be modified prior to the deadline by providing a written notice to the Purchasing contact person at the address previously stated. To modify a submission prior to the submission deadline:

RFP 2023-053 Financial Transaction Procedures

(1) Submit a written notice of the modification WITHOUT revealing the pricing/cost or terms information. The modification should provide the addition, subtraction, or other modifications so that the final pricing/costs or terms will not be revealed to the City until the sealed proposal is opened.

(2) The written modification may be submitted by electronic transmission (fax or email or personal delivery to Purchasing Agent identified earlier in this document. The written modification must be received by the City prior to the closing time.

(3) If the modification is submitted through an electronic transmission (fax or email), the City must receive an original of the modification document signed by the proposer and submitted to a delivery company (UPS, FedEx, etc.) prior to the proposal closing time. If the original of the modification was not submitted to a delivery company prior to the closing time or is not received within three (3) days after the closing time of the proposal, consideration will not be given to the modifications provided in the electronic transmission.

A submission may also be withdrawn by providing the notice in person by a representative of the proposer who can provide proof of his authority to act for the proposer. The representative will be required to execute a receipt reflecting the submission is being withdrawn. If a submission is withdrawn before the submission deadline stated herein, the proposer may submit a new sealed proposal provided the new proposal is received prior to the closing date and time deadline stated on page 1.

This provision does not change the common law right of a submitter to withdraw a submission due to a material mistake in the submission.

E. Submission Validity Period A submission responding to this RFB signifies the vendor’s agreement that the submission, and the content thereof, are valid for ninety (90) days following the submission deadline unless otherwise agreed to in writing by all parties. The submission may become part of the contract that is negotiated between the City and the successful proposer.

F. Cost to Develop Submission Costs for developing and assembling submissions in response to this solicitation are entirely the responsibility and obligation of the proposer and shall not be reimbursed in any manner by the City.

G. Evaluation Procedures The proposals will be initially reviewed and evaluated by a Project Review Committee.

Each proposal should be as complete and accurate as possible. The City reserves the right to request additional information or clarifications, oral discussions, or presentations in support of the proposal.

H. Vendor Presentation The evaluation by the Project Review Committee will be presented to the City Manager or Executive staff, who will determine whether proposers may be invited to make a formal presentation of their proposal and/or sit for a panel interview. There is no obligation for the City to host interviews in order to make the final selection

I. Evaluation Criteria The following criteria will be used to evaluate the submittals (scoring points available):

Only proposals meeting minimum qualifications will be evaluated. The Project Review Committee will use a point formula during the review process to score proposals. Each member of the Project Review Committee will first score each proposal by each of the criteria described below. The full Project Review Committee will then convene to review and discuss these evaluations and to combine the individual scores to arrive at a composite score for each proposer.

The City of Waco reserves the right to retain all proposals submitted and use any idea in a proposal regardless of whether that proposal is selected.

Criteria Scoring Points

Available Firm’s Expertise and Experience:

Demonstrated experience of the firm based upon previous work similar to that of the type considered.

Expertise and Experience of Personnel:

1. Competence and qualifications of the individual(s), assigned by the firm, who will be directly responsible for the proposed work based upon education pertinent to the work considered.

2. Technical adequacy of the personnel and any consultants to be utilized for the proposed work based upon education and experience pertinent to the work considered.

Project Approach:

Firm’s Vision and plan for the proposed project.

Proposed Cost 10

TOTAL AVAILABLE POINTS 100

J. Final Selection Based on all information reviewed and presentations/interviews (if conducted), the City Manager or Executive staff shall establish the final ranking of the proposals.

i. During the evaluation process, the City reserves the right, where it may serve the City’s best interest, to request additional information or clarifications from proposers.

K. Contact Award and Execution. The final contract may be awarded and approved by the Waco City Council.

APPENDIX A

Detailed Scope of Services

Introduction The City of Waco (the “City”) is seeking proposals from a qualified consultant/consulting firm (the “Consultant”) to document each transaction type within the City’s Fiscal Management Services department with the exception of the City’s payroll process and establish a procedures manual for the department. This process review will focus on the City’s strategic goal of “Build a High Performing City Government” with an emphasis on the City’s values of:

• Promote equity and inclusion in all that we do;

• Provide excellent and innovative services;

• Serve with integrity;

• Invest in people; and

• Focus on teamwork.

In addition to documenting the process it is expected that the selected consultant will provide feedback as it relates to the processes including areas where improvements can be made as well as areas that the team excels and is doing well. Qualified consultants will have industry knowledge, expertise, experience working with public entities, and demonstrated success with similar projects. Services are contained to documenting financial processes and provide feedback on where processes can be improved while maintaining a strong internal control environment. Although not required experience with Tyler Munis and Tyler Cashiering software applications is preferred.

Background The City provides a full range of municipal services including a regional airport, animal services, housing and code enforcement, convention center and visitors’ services, economic development, planning and inspections, fire, health services, library, municipal court, parks and recreation, police, public works, solid waste, water utilities, and zoo operations in addition to our support departments including communications and marketing, finance and budget, human resources, information technology, legal, and purchasing.

The City of Waco has more than 1,600 employees with a total operating budget of over $400 million. In 2020, the City Council established strategic goals of: Build a High-performing City Government, Create a Culture of Equity, Enhance Quality of Life, Facilitate Economic Development, Improve Infrastructure, Provide a Safe and Vibrant City and Support Sustainability and Resiliency.

Process Overview The Fiscal Management Services (Finance) Department is responsible for safeguarding public funds, investing public funds in accordance with the Public Funds Investment Act (PFIA), issuance of debt, banking functions, processing payroll and accounts payable transactions, purchasing services and development of the annual budget and the annual comprehensive financial report (ACFR).

The department utilizes the city’s enterprise resources planning (ERP) software Tyler Munis to record and process financial transactions. The department has established procedures and processes for the daily processing of transactions and completion of tasks; however, the department lacks a procedure and process manual for the department’s processes that need to be documented and/or improved to improve efficiency of operations.

Scope of Work

1. Gain an understanding of current transactional processes related to accounting, accounts payable, treasury functions, and grants administration, capital assets, travel, and budgeting.

2. Document the process and prepare a procedures manual

3. Identify current areas where the team excels

4. Identify gaps and opportunities

5. Propose process improvements

Deliverables Upon completion, the Consultant will:

1. Present areas of improvement and efficiency

2. Provide a written and documented procedures manual that incorporates the current processes and areas of improvement.

Submission Requirements For consideration, review submission requirements and include all requested information. The submission should be no more than 15 pages.

A. Cover Sheet

a. Include your firm, Federal I.D. number, address, name of contact person, contact person’s email and telephone number.

B. Table of Contents

a. Include a clear identification of material by section and page number.

C. Executive Summary

a. Summarize your understanding of the work to be done.

D. Firm Overview

a. Provide a brief history of your firm and its services, your specific expertise and services that distinguish your firm, including any certifications or professional credentials. Include a statement regarding any other specialized human resources services your firm may offer.

E. Relevant Experience and Expertise

a. Provide a narrative of your firm’s experience in providing similar services to other client’s, especially other government entities. Describe the best practices that enable you to complete these tasks in an efficient and timely manner.

F. Approach

a. Provide a description of the proposed approach/methodology that you will follow, along with a proposed project plan and timeline that identifies the phases and tasks required to complete the services; including the deliverables and reports that will be provided, project controls that will be used, and the tasks that will be performed.

G. Billing

a. Proposed fee structure

b. Describe your billing rates and procedures for technical questions that may come up during the project, or whether these occasional services are covered in the proposed fee structure.

H. References

a. Provide a list of references and contact information from at least 3 comparable clients.

APPENDIX B

Contract Requirements

(1) City of Waco General Terms and Conditions

(2) Additional Terms for Services

(3) Insurance & Indemnification Requirements

(4) House Bill 89 Energy Form

(5) House Bill 89 Gun Form

(6) House Bill 89 Israel Form

(7) HB1295 Information Sheet

(8) Protest Procedure

General Waco Terms and Conditions (11/01/2017) Page 1

APPENDIX B.(1)

General Waco Terms and Conditions

(a) Applicable Law and Venue. This solicitation and any resulting contract will be governed and construed according to the laws of the State of Texas. The terms and conditions of the contract awarded pursuant to the solicitation are fully performable in McLennan County, Texas and venue for any dispute regarding contract shall be in McLennan County, Texas.

(b) Arbitration / Mediation. The City of Waco will not agree to binding or mandatory arbitration or mediation.

(c) Conflict of Interest. Vendor agrees to comply with the conflict of interest provisions of the Waco City Charter, Waco Code of Ordinances, and/or state law.

Vendor agrees to maintain current, updated disclosure of information on file with the Purchasing Services Division throughout the term of the contract.

(d) Gratuities. The City may, by written notice to the Vendor, cancel this contract without liability to the City, if it is determined by the City that gratuities have been offered to any officer or employee of the City with a view toward securing a contract, securing favorable treatment with respect to the awarding, amending, or the making of any determinations in respect to the performance of such a contract. In the event this contract is canceled by City as set forth in this paragraph, the City shall be entitled to recover from Vendor all additional costs incurred by City as a result of the cancellation.

(e) Unfunded Liability. City's obligation is payable only and solely from funds available for the purpose of this purchase. Lack of funds shall render this contract null and void to the extent funds are not available and any delivered but unpaid for goods will be returned to Vendor by City. The City will not incur a debt or obligation to pay selected bidder any amounts the City does not have the current funds available to pay, unless the contract includes a provision for the City to appropriate funding for the debt or obligation.

(f) Advance Payments. The City will not make advance payments to a selected firm or any third party pursuant to this solicitation or resulting contract.

(g) Gift of Public Property. The City will not agree to any terms or conditions that cause the City to lend its credit or grant public money or anything of value to the selected firm.

(h) Procurement Laws. The City will not agree to any terms or conditions that cause the City to violate any federal, Texas, or local procurement laws, including its own charter.

(i) Limitation of Liability. The City of Waco will not agree to an artificial limitation of liability (e.g. liability limited to contract price or liability capped at an amount actually paid in previous 3 months, etc.) or an artificial statute of limitations (e.g. any lawsuit must be commenced within one year of the event).

(j) Waiver. No claim or right arising out of a breach of the contract resulting from this solicitation can be discharged in whole or in part by a waiver or renunciation of the

General Waco Terms and Conditions (11/01/2017) Page 2 claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party.

(k) Right To Assurance. Whenever one party to this contract in good faith has reason to question the other party's intent to perform, that party may request that the other party give written assurance of his intent to perform. In the event that a request is made and no assurance is given within five (5) days, the requesting party may treat this failure as an anticipatory repudiation of the contract.

(l) Attorney’s fees; Legal Costs. The City will not agree to pay the selected firm’s attorney’s fees or other legal costs under any circumstances.

(m) Advertising. Vendor shall not advertise or publish, without City's prior consent, the fact that City has entered into this contract, except to the extent necessary to comply with proper requests for information from an authorized representative of the federal, state or local government.

(n) Arrears In Taxes. Article VII. Taxation, Section 8, of the City of Waco Home Rule Charter states: The City shall be entitled to counterclaim and offset against any debt, claim, demand or account owed by the City to any person, firm or corporation who is in arrears to the City of Waco for taxes, in the amount of taxes so in arrears, and no assignment or transfer of such debt, claim, demand or account after the said taxes are due, shall affect the right of the City to offset the said taxes against the same.

(o) Tax Certification; Offset of Other Debts Against City. Selected bidder hereby certifies that it is not delinquent in the payment of taxes owed to the City and will pay any taxes owed to the City so that such taxes will not become delinquent. If this certification is subsequently determined to be false, such false certification shall constitute grounds for termination of the contract awarded under this SOLICITATION, at the option of City. Furthermore, Selected bidder agrees the City is entitled to counterclaim and offset against any debt, claim, demand, or account owed by the City to the selected bidder, pursuant to the awarded contract, for any debt, claim, demand, or account owed to the City, including other than the taxes mentioned above. The City may withhold from payment under the awarded contract an amount equal to the total amount of debts, claims, accounts, or demands including taxes owed to the City by the selected bidder. The City may apply the amount withheld to the debts and taxes owed to the City by the selected bidder until said debts are paid in full. No assignment or transfer of such debt, claim, demand or account after the said taxes or debts are due shall affect the right of the City to offset the taxes and the debt against the same.

(p) Independent Contractor. The selected bidder will be an independent contractor under the contract. Professional services provided by the selected bidder shall be by the employees or authorized subcontractors of the selected bidder and subject to supervision by the selected bidder, and not as officers, employees or agents of the City. Selected bidder will be required and agrees to comply with all state and federal employment laws as well as all other federal, state and local laws, rules and regulations affecting the performance of all obligations taken herein.

General Waco Terms and Conditions (11/01/2017) Page 3

(q) No Joint Enterprise/Joint Venture. It is not the intent of this solicitation or the contract to be awarded to create a joint enterprise or joint venture.

(r) Subcontracting Bid. If subcontracting with another company or individual is proposed, that fact, along with providing the same information for the subcontractor that is required to be provided by the bidder under this solicitation, must be provided and clearly identified in the bid. Following the award of the contract, no additional subcontracting will be permitted without the express prior written consent of the City.

(s) Assignment-Delegation. No right or interest in the contract shall be assigned or delegation of any obligation made by Vendor without the written permission of the City. Any attempted assignment or delegation by Vendor shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph.

(t) Modifications: This contract can be modified or rescinded only by a written instrument signed by both of the parties or their duly authorized agents.

(u) Interpretation-Parol Evidence: This writing is intended by the parties as a final expression of their agreement and is intended also as a complete agreement for dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in this agreement. Acceptance or acquiescence in a course of performance rendered under this agreement shall not be relevant to determine the meaning of this agreement even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection.

(v) Equal Employment Opportunity: Vendor agrees that during the performance of its contract it will:

1. Treat all applicants and employees without discrimination as to race, color, religion, sex, national origin, marital status, age, or handicap.

2. Identify itself as an "Equal Opportunity Employer" in all help wanted advertising or request. The Vendor shall be advised of any complaints filed with the City alleging that Vendor is not an Equal Opportunity Employer. The City reserves the right to consider its reports from its human relations administrator in response to such complaints in determining whether or not to terminate any portion of this contract for which purchase orders or authorities to deliver have not been included, however, the Vendor is specifically advised that no Equal Opportunity Employment complaint will be the basis for cancellation of this contract for which a purchase order has been issued or authority to deliver granted.

(w) Israel: Vendor acknowledges that effective September 1, 2017, the City is required to comply with Section 2270.001 of the Texas Government Code, enacted by House Bill 89 (85th (R) Texas Legislature), which requires that a governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it does not boycott Israel and will not boycott Israel during the term of the contract. By executing this Agreement, Vendor verifies that it does not boycott Israel and will not boycott Israel during the term of this Agreement.

Additional Terms for Services (05/22/2016) Page 1

APPENDIX B.(2)

Additional Terms for Services

(a) Permits and Fees: All permitting fees from the City will be waived on construction projects. The contractor will still need to apply for all applicable permits. However, there will be no cost associated with issuance of City permits.

(b) Time of Completion and Liquidated Damages: Completing this Project in a timely manner is very important to the City of Waco. Submitter must agree to commence work on or before a date to be specified in a written "Notice to Proceed" of the City and to fully complete the project within the time stated in the contract documents. As it is impracticable and extremely difficult to fix the actual damages, if any, that may proximately result from a failure by Submitter to perform the service, should submitter fail to complete the project within the calendar days specified in the contract, Submitter agrees to pay to City, or have withheld from monies due it, the amount stated in the contract documents as liquidated damages for each calendar day of delay or nonperformance. Any sums due and payable hereunder by the Submitter shall be payable, not as a penalty, but as liquidated damages representing an estimate of delay damages likely to be sustained by the City, estimated at the time of executing this Contract. Execution of a contract for this Project shall constitute agreement by the City and Submitter that said amount is the minimum value of the costs and actual damage caused by the failure of the Submitter to complete the Project within the allotted time.

A sum due as liquidated damages may be deducted from payments due the Contractor if such delay occurs. Adjustments to the contract times can only be made as provided in the contract documents and any conditions or specifications referenced therein.

(c) Conditions of Work: While the City is issuing a solicitation including specifications, each Submitter is still responsible for examining all of the issued documents, attending any pre-bid conference, making a site visit, and taking whatever steps are necessary to inform itself of the conditions relating to the project and the employment of labor thereon. Each Submitter must inform itself of the conditions relating to the project and the employment of labor thereon. Failure to do so will not relieve the Submitter awarded this contract of its obligation to furnish all material and labor necessary to carry out the provisions of the contract. Insofar as possible, the Selected Firm, in carrying out the Project, must employ such methods or means as will not cause any interruption of or interference with the work of any other contractor.

(d) Employment Conditions/Requirements: Submitters shall pay particular attention to the required employment conditions that must be observed and the minimum wage rates to be paid. If federal or state funds are involved in paying for the work, there may be additional requirements that must be followed to comply with the terms of the federal or state funding.

Additional Terms for Services (05/22/2016) Page 2

(e) Force Majeure: In the event performance by the Selected Firm of its obligations under this Agreement shall be interrupted or delayed by or as a consequence of a fire, flood, severe weather, or other act of God, war, insurrection, civil disturbance, or act of state, the Selected Firm shall be excused from such performance for the period of time such occurrence shall have lasted or such period as is reasonably necessary to rebuild or take other action necessary to resume performance. The period of time reasonably necessary to rebuild or take other action necessary to resume performance shall be as determined by the agreement of the parties, which agreement shall be negotiated and arrived at in good faith. The Selected Firm shall notify the Contact Person or Contract Administrator of any matter covered above, the occurrence of which interferes or threatens to interfere with the performance of any of its obligations under the bid. Upon such notice, the Selected Firm and the City shall consult and cooperate as to measures which may be taken to overcome the interference or as to alternative measures which may be undertaken by the parties with a view to the continued performance of the bid agreement.

(f) Right to Assurance: Whenever one party to this contract in good faith has reason to question the other party's intent to perform, the questioning party may demand the other party give written assurance of its intent to perform. In the event that a demand is made, and no assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of the contract.

(g) Invoice Submittal Procedures: If invoices are submitted or otherwise used pursuant to the bid awarded under this solicitation, the Selected Firm shall present invoices to the City in the following form and content:

1. Each invoice must reference the City of Waco contract, agreement or Purchase Order number;

2. Only one contract, agreement, or project shall be billed on a particular invoice;

3. Only one invoice per every thirty (30) days per contract, agreement, or project may be submitted; and

4. Each invoice must have a billing number, which reflects in sequence the number of invoices that have been submitted on the contract, agreement, or project.

The invoice requirements stated herein shall not be read to disallow or exclude other information that may be otherwise required or requested by the City. Such information required herein must be submitted only on an invoice and not in any other non-invoice form or document.

(h) Termination of Contract: Except as provided elsewhere in the contract documents:

1. The City may terminate the contract for cause for Selected Firm’s failure to perform work, non-adherence to established federal, state and/or local laws, or a violation of any of the contract provisions. Upon written termination, the City may exclude the Selected Firm from the Project site and pursue any remedies available to the City.

Additional Terms for Services (05/22/2016) Page 3

2. Upon ten (10) days written notice, City may terminate the contract for convenience, for any reason. In such case, the Selected Firm shall be paid, without duplication, for completed and acceptable work and expenses, including reasonable overhead and profit, and for other reasonable expenses directly attributable to the termination.

In no case shall the Selected Firm be paid for anticipated profits or other consequential damages. Upon receipt of written notice, the Selected Firm shall have a duty to mitigate its termination costs and shall not incur additional costs unrelated to the costs directly related to either securing completed work or winding down the Project.

City of Waco Insurance & Indemnification Requirements Professional Services – Not Engineer or Architect (03/22/2019)

Insurance Requirements:

A contractor’s financial integrity is of interest to the City. Therefore, subject to a contractor’s right to maintain reasonable deductibles, a contractor shall obtain and maintain in full force and effect for the duration of the contract, and any extension hereof, at contractor’s sole expense, insurance coverage written on an occurrence basis by companies authorized to do business in the State of Texas that are rated A- or better by A.M. Best Company and/or otherwise acceptable to the City in the following types and amounts:

Type Amount

Workers' Compensation Statutory

Employer’s Liability $1,000,000/$1,000,000/$1,000,000

Commercial General Liability Including:

• Premises/Operations

• Products Liability/Completed Operations

• Personal & Advertising Injury

• Broad form property damage, to include fire legal liability

$1,000,000 per occurrence; $2,000,000 General Aggregate, or its equivalent in Umbrella or Excess Liability Coverage

Business Automobile Liability

a. Owned/leased vehicles (if any)

b. Non-owned vehicles

c. Hired vehicles

$1,000,000 per occurrence or its equivalent on a combined single limit (CSL basis).

Professional Liability (Claims Made Form)

$500,000

Term of Policy: With regard to any approved claims-made policy form, a contractor shall maintain and keep in force and effect said coverage during the term of this contract and for a period of three (3) years following the expiration or completion of the contract with the City, either through an existing carrier or a carrier of comparable financial statute and reputation.

Modification of Insurance Requirement: The City reserves the right to review these insurance requirements during the effective period of the contract and any extension or renewal and to modify insurance coverages and their limits when deemed necessary and prudent by City’s Risk Manager or designee, based upon changes in statutory law, court decisions, or circumstances surrounding this contract.

Proof of Insurance Required and When to Submit:

Examination & Approval. All insurance policies shall be subject to the examination and approval of the City for their adequacy as to form and content, form of protection, and financial status of insurance company.

When to Submit. Prior to the execution of the contract by the City of Waco and before commencement of any work under this contract, a contractor shall furnish proof of insurance to the City’s Risk Manager which is clearly labeled with the contract name and City department. The proof will include completed/current Certificate(s) of Insurance, endorsements, exclusions, and/or relevant extracts from the insurance policy, or copies of policies. Thereafter, new certificates, policy endorsements, exclusions, and/or relevant extracts from insurance policies, or policies shall be provided prior to the expiration date of any prior certificate, endorsement, or policy. No officer or employee other than the City’s Risk Manager or designee shall have authority to waive this requirement.

Additional Insured. Except for Workers’ Compensation, Employers’ Liability, and Professional Liability Insurance, the City, its elected officials, officers, servants, agents, volunteers and employees shall be named as additional insureds. No officer or employee, other than the City Risk Manager or designee, shall have authority to waive this requirement.

Other-Insurance Endorsement -- All insurance policies are to contain or be endorsed to state that an “Other Insurance” clause shall not apply to the City where the City is an additional insured shown on the policy.

Agent Information. The certificate(s) or other proof of insurance must be completed by the broker of record and must be signed and include the agent information including the agent name, title and phone number. The proof of insurance shall be sent directly from the insurance agent to the City’s Risk Management Office by U.S. Postal Service to City of Waco, ATTN: Risk Manager, P.O.

Box 2570, Waco, Texas 76702-2570 or by delivery service to 1415 North 4th Street, Waco, Texas 76707. To send by email, please contact the Risk Management Office at 254-750-5730 to obtain the email address.

Precondition to Performance & Basis for Termination. The City shall have no duty to pay or perform under the contract until such certificate(s), policy endorsements, exclusions, and/or relevant extracts from the insurance policy have been delivered to and approved by the City’s Risk Manager. The contractor understands that it is the contractor’s sole responsibility to provide this necessary information to the City and that failure to timely comply with these insurance requirements shall be a cause for termination of a contract. If the City determines that it will deny payment, not perform, or terminate the contract because of the failure to provide certain information or documents, the City shall give the contractor notice of that determination and allow contractor fifteen (15) days to correct the deficiency.

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