ESBD_File_341680_RFP 237b TXBD Commemorative Coinage Svcs 11-8-23.docx

GLENN HEGAR

TEXAS COMPTROLLER OF PUBLIC ACCOUNTS

Request for Proposals (RFP No. 237b) for Texas Bullion Depository Licensed Product Services

RFP 226d Texas Bullion Depository Services RFP 237b Texas Bullion Depository Licensed Product Services CMD #24-7724VR Page 80 of 81

TABLE OF CONTENTS

PART I

GENERAL INFORMATION

1.1 Introduction

The Texas Comptroller of Public Accounts (“Comptroller” or “CPA”) issues this Request for Proposals No. 237b (RFP) to solicit proposals from qualified, independent firms, on an exclusive basis, to design, manufacture, and sell official state of Texas numismatic and commemorative coins and potentially other Licensed Products and perform related services for the Texas Bullion Depository.

All requisite services are referred to as “Services” in this RFP. Each individual or firm submitting a proposal in response to this RFP (Proposal) shall be referred to as a “Respondent.” The selected Respondent or Respondents, if any, are hereinafter referred to as the “Successful Respondent.”

As a result of this RFP, Comptroller anticipates executing an exclusive contract with Successful Respondent to perform all or a portion of the Services as described in this RFP (Contract).

1.2 Background

The Depository was established by the 84th Texas Legislature to serve as the custodian of Bullion owned or acquired by the state of Texas and to accept deposits of Bullion from, or on behalf of, any person acting in the person’s own right, as trustee, or in another fiduciary capacity. The Depository is the first state-owned and operated bullion depository in the United States and provides unparalleled Precious Metals storage, safekeeping, custody, and accounting to individual investors and other owners of Bullion who are located within the United States from its location in Leander, Texas.

The Depository is also authorized to issue, sell, or license for sale, or obtain a license to sell promotional items, including commemorative coins, approved by the Administrator to promote the Depository and further the purposes of the Depository.

The Successful Respondent will be responsible for all costs associated with the Services and will pay to the Depository a licensing fee plus royalty on each unit sold.

PART II

SCOPE OF WORK

2.1 Definitions

Unless otherwise noted, all definitions below are as codified in Chapter 2116 of the Texas Government Code.

bears a high value-to-weight ratio relative to common industrial metals; and is customarily formed into Bullion or Specie, and as contemplated under Chapter 2116 of the Texas Government Code.

2.2 Service Description

2.2.1 Design, Manufacture, and Sale of Products

Successful Respondent will be granted an exclusive contract to (a) design and/or assist CPA in selecting designs for Licensed Products; (b) manufacture Licensed Products; and (c) sell Licensed Products.

Successful Respondent will strike and issue uncirculated and proof Coins. The Coins series shall, at a minimum, consist of:

a) A silver coin that is of an appropriate size and thickness, as determined by the Depository, weighing 31.103 grams, and contains .999 fine silver;

b) A gold coin that is of an appropriate size and thickness, as determined by the Depository, weighing no less than 31.103, and contains one troy ounce of 99.99 percent pure gold;

Successful Respondent may propose other Licensed Products, including Coins of appropriate weight and purity, as Respondent believes will maximize sales. Preference may be given to Proposals that anticipate an annual redesign and/or propose an ongoing series of Products during the term of the Agreement.

Successful Respondent shall, in consultation with the Depository, select appropriate designs for the obverse and reverse sides of each Coin. Each Coin shall have inscriptions of the weight of the Precious Metal content, the year of minting or issuance, and the words “Texas Bullion Depository.”

Successful Respondent will be responsible, at its sole cost, for manufacturing Licensed Products, including but not limited to the cost of the Precious Metals and any costs associated with preparing the devices, models, hubs and dies for Coins, emblems, devices, inscriptions, and designs required to manufacture Products.

Successful Respondent also will be responsible for the marketing and sales of Licensed Products.

2.2.2 Licensing and Royalty Fee

Respondents shall propose an annual licensing fee and per-item royalty to compensate Comptroller for its intellectual property and the exclusive right and license granted to it to manufacture, market, advertise, promote and sell Licensed Products on behalf of the Depository. Proposals must fully describe how Respondent will track and account for manufacturing and sales of Products and make an accounting for amounts due to the Comptroller as required by Attachment B (Texas Bullion Depository Trademark License) to Exhibit A (Sample Contract).

Unless otherwise agreed: (1) Successful Respondent will be expected to provide all labor, supplies, materials, insurance, incidental services, etc. necessary to perform the Services; and (2) Comptroller, the state of Texas, or the Depository will not be responsible for payment of any costs or expenses.

2.2.3 Marketing Plan

a. General. Successful Respondent must comply with a marketing and advertising plan(s) approved by Comptroller, including Successful Respondent’s proposed financial commitments for such marketing and advertising. Successful Respondent must work cooperatively with Comptroller to formulate marketing plans, including social media, branding, integrated logos, collateral materials, websites and public relations strategies intended to expand sales of the Licensed Products for domestic and international customers.

b. Annual Marketing Plan. Successful Respondent must submit annual marketing plans during the Contract Term. Successful Respondent shall not implement any marketing strategy or plan without Comptroller’s prior written approval. No later than forty-five (45) calendar days after the Effective Date, and on or before June 1 prior to the beginning of each subsequent calendar year and continuing throughout the Contract Term, Successful Respondent shall provide to Comptroller an Annual Marketing Plan in a format designated by Comptroller. Successful Respondent commits to fund and implement the Annual Marketing Plans approved by Comptroller. The Annual Marketing Plans shall cover the calendar year of each year of the Contract. The Annual Marketing Plans shall be based on the expenditure amounts agreed upon in the Contract. The Annual Marketing Plans for each calendar year must be approved in writing by Comptroller prior to its implementation, including any expenditures related to such Annual Marketing Plans. The Annual Marketing Plans should allow for copy, hub and die changes and updates annually or as otherwise agreed upon by the Parties. Successful Respondent shall ensure that reprints, revisions and hub or die changes are undertaken, completed, and accurate.

c. Products Not Legal Tender. Successful Respondent shall not market, advertise, or imply in any way that Coins or any other Products are legal tender.

d. Reporting. Successful Respondent must provide Comptroller with quarterly reports regarding sales for the previous quarter, including the number of Coins sold and the price for each. The report should include performance analysis on selected campaigns or activities and a schedule of the proposed marketing activities for the subsequent three months. Successful Respondent shall also provide an analysis of the effectiveness of its marketing strategies and activities.

2.2.4. Review, Evaluation, Testing and Monitoring

Comptroller may review, test, evaluate, and monitor (hereinafter referred to as “Testing”) Successful Respondent’s Products to ensure compliance with the Product manufacturing standards as set forth herein or as otherwise agreed between Successful Respondent and Comptroller. Testing may be conducted before and after the Contract Effective Date.

Successful Respondent agrees to cooperate fully and Comptroller with timely access to all Products, records, and other items and information needed to conduct Testing. Successful Respondent will, at its own expense, prior to any use of the Marks and thereafter at least once in every six (6) months (and at any time at Comptroller's request) supply a reasonable number of production samples of the Licensed Products for inspection together with any proposed hangtag, sticker, carton, container, packaging and wrapping material and with any proposed advertising to Comptroller for approval, which may be given or withheld in Comptroller's sole discretion. The method of inspection shall be agreed between the Parties. In the event that Comptroller rejects any sample, it will use reasonable efforts to give written notice of such rejection to Successful Respondent within 30 days of receipt by Comptroller of the sample. Successful Respondent will immediately cease distribution of such Products and will not recommence distribution until Comptroller confirms in writing that it may do so. In the absence of a written notice of rejection within 45 days of receipt of a sample, the sample will be deemed to have been approved by Comptroller. Comptroller will make available all samples for return to Successful Respondent at Successful Respondent’s sole cost.

2.2.5 Trademark and Service Mark Notices.

Successful Respondent will ensure that all Licensed Products sold by Successful Respondent and all related quotations, specifications, and descriptive literature, and all other materials carrying the Marks, are marked with the appropriate trademark notices in accordance with Comptroller's instructions. For example, “TM” if a common-law trademark and “SM” if a common-law service mark is claimed by Comptroller or a trademark or service mark application with USPTO is underway and “®” if the trademark or service mark is registered with the USPTO.

2.2.6 Trademark Protection.

a. Protection of the Marks.

1. Notification. Successful Respondent will immediately notify Comptroller in writing giving reasonable detail if any of the following matters come to its attention:

i. any actual, suspected, or threatened infringement of the Marks;

ii. any actual, suspected, or threatened claim that one or more of the Marks is invalid;

iii. any actual, suspected, or threatened opposition to the Marks;

iv. any actual, suspected, or threatened claim that use of the Marks infringes the rights of any third party;

v. any person applies for, or is granted, a registered trademark by reason of which that person may be, or has been, granted rights which conflict with any of the rights granted to Successful Respondent under a trademark license agreement with Comptroller; or

vi. any other actual, suspected, or threatened claim to which the Marks may be subject.

2. Actions. With respect to any of the matters listed in Section 2.2.6.a.1:

i. Comptroller will decide, in its sole discretion, what action if any to take;

ii. Comptroller will have exclusive control over, and conduct of, all claims and proceedings;

iii. Successful Respondent will provide Comptroller with all assistance that Comptroller may reasonably require in the conduct of any claims or proceedings; and

iv. Comptroller will bear the cost of any proceedings and will be entitled to retain all sums recovered in any action for its own account.

b. Protection and Enhancement of Goodwill. Successful Respondent agrees that the essence of a trademark license agreement with Comptroller is founded on the goodwill associated with the Marks and the value of that goodwill in the minds of the consuming public. Successful Respondent agrees that it is critical that the goodwill be protected and enhanced and, toward this end, Successful Respondent shall not, either during or after the Contract Term:

1. attack the title or any rights of Comptroller in or to the Marks;

2. apply to register or maintain any application or registration of the Marks or any other mark or domain name that is confusingly similar to the Marks in any jurisdiction, domestic or foreign;

3. use any colorable imitation of the Marks, or any variant form (including different design forms, logos, colors, or typestyles) of the Marks not specifically approved by Comptroller;

4. misuse the Marks;

5. take any action that would bring the Marks into public disrepute;

6. use the Marks, or any mark or name confusingly similar to the Marks, in its corporate or trade name;

7. take any action that would tend to destroy or diminish the goodwill in the Marks; or

8. alter the Marks, or manipulate any image of the Marks, either by blurring, distorting, or other means of reproduction or display, without the prior written approval of Comptroller.

2.3. Liquidated Damages.

In submitting a Proposal, Respondent agrees that the measure of damages in the event of a default or breach of contract by Successful Respondent may be difficult or impossible to calculate. In the event Successful Respondent fails to perform Services or complete the obligations under the Contract in a timely manner, CPA may require Successful Respondent to pay, as liquidated damages and not as a penalty, an amount equivalent to the greater of the projected per-coin royalties for the year in which the Contract is breached plus one-half of the projected per-coin royalties for the year following the breach or $100,000, whichever is greater.. CPA may impose, but is not obligated to impose, these liquidated damages in lieu of any monetary damages available to CPA under the Contract or applicable law.

2.4 Equitable Relief.

Successful Respondent acknowledges that a breach by Successful Respondent of the Contract may cause Comptroller irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, Comptroller will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which Comptroller may be entitled under the Contract, at law, or in equity. Such remedies will not be deemed to be exclusive but will be in addition to all other remedies available under the Contract, at law, or in equity, subject to any express exclusions or limitations in the Contract to the contrary.

2.5. Contract Term; Sample Contract

If a Contract is awarded, the initial term of the Contract, including the right and license to use Comptroller’s Marks, shall begin January 1, 2024, or as soon thereafter as practical after the Contract is signed first by Successful Respondent and then by Comptroller (“Effective Date”) and terminate December 31, 2029 (“Initial Term”). In accordance with the provisions of the Contract, the Parties may extend the Contract, including the right and license to use Comptroller’s Marks, for up to two (2) additional one (1) year periods, one year at a time by written amendment to this Contract. The Initial Term plus extensions, if any, comprises the “Contract Term.”

A Contract shall be based on the Sample Contract included as Exhibit A. The Sample Contract includes boilerplate provisions, and Comptroller reserves the right, in its sole discretion, to make a contract award without negotiation of these provisions. In the event Comptroller requires negotiations with Respondents, any modifications or clarifications agreed to with Successful Respondent during contract negotiations shall also be incorporated into the final executed Contract. Each Respondent must review the terms and conditions in Exhibit A (Sample Contract) and otherwise in this RFP and address any concerns or requested exceptions in its transmittal letter. Sample Contract or RFP terms and conditions not specifically objected to in the transmittal letter will be deemed to be accepted by Respondent. Comptroller has final approval of any Contract. Comptroller reserves the right, in its sole discretion, to modify the terms and conditions of the Sample Contract in the best interests of the State prior to signature by the Parties. Notwithstanding any exceptions or any other provision of Respondent’s Proposal to the contrary, Successful Respondent shall indemnify Comptroller and the state of Texas as specified in the Sample Contract. The state of Texas, Comptroller, and their respective employees, officers, agents, and representatives, will not indemnify Successful Respondent for any amount for any purpose, and any provisions in Successful Respondent’s Proposal to the contrary are void.

PART III

GENERAL INFORMATION

3.1 Authority

This RFP is issued pursuant to authority granted in Chapter 403, Chapter 2116, and Section 2156.121 of the Texas Government Code.

3.2 Comptroller Rights

In the best interest of Comptroller and the state, Comptroller, in its sole discretion, may amend or modify any provisions of this RFP or withdraw this RFP at any time prior to award of a Contract. Comptroller reserves the right, in its sole discretion, to reject any or all Proposals or to select one or more qualified Respondents to this RFP without discussion of Proposals with the respective Respondents.

The decision of Comptroller, or its designee with regard to the above, shall be administratively final. Comptroller, in its sole discretion, may waive administrative deficiencies and/or minor technicalities in Proposals received. All Proposals shall become a part of Comptroller’s official procurement files and may be available for public inspection upon execution of a Contract.

3.3 Respondent Obligations

Respondents to this RFP are responsible for any expense related to the preparation and submission of a Proposal or in the performance of the Contract. Comptroller shall not pay for any cost that is incurred by Successful Respondent. Qualified persons/entities with the requisite experience are invited to submit Proposals in accordance with this RFP. Proposals must address all RFP specifications.

3.4 Successful Respondent Obligations

Comptroller shall look solely to Successful Respondent for performance of the Contract. Successful Respondent shall provide the requested Services under the direction of Comptroller. Successful Respondent shall be the sole point of Contract responsibility. Successful Respondent shall be liable, both individually and severally, for the performance of all obligations under the awarded Contract and shall not be relieved of the non-performance of any Subcontractor.

3.5 Schedule of Events

Comptroller anticipates that the selection of Successful Respondent and execution of the Contract, if any, will proceed according to the following approximate schedule:

November 9, 2023 - Issuance of RFP (after 10:00 a.m. CT)

November 15, 2023 - Deadline for Submission of Questions (2:00 p.m. CT)

November 17, 2023 - Electronic Posting of Official Responses to Questions (or as soon thereafter as practical)

December 21, 2023 - Contract Execution (or as soon thereafter as practical)

January 1, 2024 - Commencement of Work (or as soon thereafter as practical)

The times stated in this document refer to Central Time (CT), Austin, Texas, where appropriate. Comptroller’s regular office hours are 8:00 a.m. to 5:00 p.m. CT, Monday through Friday, except national and official state of Texas holidays. All deadlines are subject to change at Comptroller’s sole discretion.

Notices of changes to items directly impacting the original RFP or proposal process will be posted on the Electronic State Business Daily (ESBD) located at: http://www.txsmartbuy.com/esbd. Any amendment to this solicitation will be posted as an addendum on the ESBD. It is the responsibility of interested parties to periodically check the ESBD for updates to the procurement prior to submitting a Proposal. Respondent’s failure to periodically check the ESBD for updates will in no way release Successful Respondent from compliance with any requirements in the “addenda or additional information” even if such compliance results in additional costs to meet the requirements.

3.6 Issuing Office

Comptroller, through its Contracts Section, is the Issuing Office and the sole point of contact for this RFP. The Contracts Section is the only office authorized to clarify, modify, amend, alter, or withdraw the specifications, terms, and conditions of this RFP and any Contract. Upon issuance of this RFP, other employees of Comptroller shall not answer questions or otherwise discuss the contents of this RFP with any Respondents or their representatives. Failure to observe this restriction may result in disqualification of any pending or subsequent Proposal. This restriction does not preclude discussions unrelated to this RFP. Except as otherwise indicated, all communications concerning this procurement must be in writing and addressed to the Issuing Office as follows:

Vicki L. Rees E-mail: contracts@cpa.texas.gov

3.7 Submission of Questions

Respondents may submit questions to the Issuing Office no later than 2:00 p.m. by the deadline set forth in the Schedule of Events. Questions concerning this RFP must be in writing and addressed to the Issuing Office. Respondents must email questions to the Issuing Office to ensure timely receipt. On or about the date set forth in the Schedule of Events, Comptroller expects to electronically post answers to the written questions on the ESBD located at: http://www.txsmartbuy.com/esbd.

3.8 Deadline for Submission of Proposals; Delivery Instructions

One electronic copy of the Proposal in searchable PDF format must be submitted to the email address in Section 3.6 (Issuing Office). The electronic copy must be received in the Issuing Office no later than 2:00 p.m. on the deadline set forth in Section 3.5 (Schedule of Events). The email must be labeled with “RFP No. 237b Texas Bullion Depository Licensed Product Services” and include the name and address of Respondent in the body of the email.

Late Proposals will not be considered under any circumstances.

Respondents are solely responsible for verifying Comptroller’s receipt of all Proposals by the deadline specified above. Comptroller shall not be liable or responsible for any costs whatsoever incurred in submission of a Proposal.

Faxed Proposals are not acceptable and will not be considered.

Due to changed building access restrictions, Respondents will not be permitted to hand deliver Proposals. Respondents are required to submit Proposals electronically.

For purposes of meeting the 2:00 p.m. delivery deadline, the Issuing Office’s electronic receipt date and time will be considered conclusive in all respects.

Under Section 322.020 of the Texas Government Code, the Legislative Budget Board (LBB) has implemented a database of State agency contracts. (See the LBB website at www.lbb.texas.gov.) Comptroller will upload to the LBB contract database the text of the complete Contract, including Successful Respondent’s Proposal (with limited redaction and appendix) after the date of Contract award. In submitting a Proposal, Respondent acknowledges that it understands and accepts this requirement.

CPA Data Safeguard Standards.

a. Defined Terms. The term “CPA Data” refers to CPA’s information as well as other entity information in the possession of CPA that is processed, stored, or transmitted by a computer. CPA Data includes all data that is generated by Successful Respondent in performance of a contract with CPA. The term “CPA Information System” refers to those devices, software, networks and related infrastructure that CPA owns, operates or has obtained for use to conduct CPA business. Devices include, but are not limited to, CPA-owned or managed storage, processing, and communications devices, as well as personally owned devices.

b. Access to CPA Data. Successful Respondent represents and warrants that it will implement, maintain, and use appropriate administrative, technical, and physical safeguards to preserve the confidentiality, integrity, and availability of CPA Data. Successful Respondent will not collect, access, use, disclose, or retain CPA Data other than as necessary to perform the services specified in a contract resulting from this solicitation or as otherwise authorized in writing by CPA. Successful Respondent will restrict access to CPA Data to only those personnel who must have the information on a “need to know” basis. Successful Respondent will not use CPA Data, or any information derived from CPA Data, for its own benefit or the benefit of any other person or entity. Successful Respondent will not share CPA Data with its parent company or other affiliate without CPA’s express written consent.

c. Reserved

d. Reserved

e. Reserved

f. Location of CPA Data. Successful Respondent shall ensure that CPA Data (i.e., primary and backup) remains, at all times, within the continental United States. Successful Respondent shall receive, process, transmit, and store all CPA Data within the continental United States. Successful Respondent’s point of access to CPA Data shall be within the continental United States.

g. Encryption Standards.

1. Successful Respondent shall encrypt CPA Data in transit and at rest. Data in transit means data is moving via email, in applications, or through browsers and other web connections. Data at rest (including data backups) means data is stored in databases, the cloud, removable media, or mobile devices.

2. Successful Respondent shall utilize encryption standards that are FIPS 140-2 compliant or, upon the written approval of CPA’s Chief Information Security Officer, shall meet the intent of the standards as described in FIPS 140-2.

3. The minimum cryptographic algorithm used by Successful Respondent must be Advanced Encryption Standard (AES) 128 or higher (256 AES is preferred).

4. Successful Respondent shall encrypt CPA Data transmitted over a public or private network. CPA approved data encryption transmission protocols include the following: (1) SFTP (FTP over SSH), (2) FTPS (FTP over TLS), (3) HTTPS (HTTP over TLS), and (4) virtual private network.

h. Reserved

i. Auditable Information Security Framework. Successful Respondent shall secure its own and its third-party service providers’ systems (e.g., IT service provider, Cloud Service Provider) in a manner consistent with an auditable information security framework e.g., National Institute of Standards and Technology (NIST), International Organization for Standardization (ISO) 27001.

j. Reserved

k. Supply Chain Risk Management. Successful Respondent shall provide CPA’s Contract Manager a description of how it manages supply chain risks. During the term of the contract, Successful Respondent shall provide CPA’s Contract Manager prompt, written notice of supply chain risks that impact the delivery of the products and services of the Contract. Examples of supply chain risks include supplier financial failure, production control/product quality, market supply and demand, labor disputes/shortages, cybersecurity threats, natural disasters.

l. Reserved

m. Media Sanitization. Successful Respondent shall sanitize information system media, both digital and non-digital, in accordance with NIST Special Publication 800-88 (Guidelines for Media Sanitization) when CPA Data in the custody of Successful Respondent is no longer required to be retained by contract with CPA. Successful Respondent must maintain a record documenting each sanitization procedure that, at a minimum, includes the following information: (i) date sanitization completed, (ii) description of the item(s), serial number(s), inventory control number(s), if applicable, and (iii) sanitization method used. No later than sixty (60) calendar days from contract expiration or termination or as otherwise specified in the Contract, Successful Respondent must either (i) complete the sanitization and submit via email to the CPA Contract Manager all sanitization documentation or (ii) submit a written statement via email to the CPA Contract Manager explaining the reason that destruction of CPA Data by Successful Respondent is technically impossible or impractical. Successful Respondent’s obligations set forth in this clause survive the termination or expiration of the contract as long as Successful Respondent retains CPA Data.

n. Third-Party Service Providers. It is Successful Respondent’s sole responsibility to ensure that its access and the access Successful Respondent grants to its service providers to CPA Data or CPA Information Systems does not result in unauthorized access to CPA Data or CPA Information Systems.

o. Reserved

p. State Agency Website Requirements. Successful Respondent shall comply with the requirements for state agency websites set forth in 1 Texas Administrative Code §206.

3.9 Confidential Information; Nondisclosure; Open Records

All information gathered, produced, derived, obtained, analyzed, controlled or accessed by Respondent in connection with a Contract (“Confidential Information”) shall be and remain Confidential Information and shall not be released or disclosed by Respondent without the prior written consent of Comptroller, which consent must specifically identify the Confidential Information to be disclosed by Respondent and the nature of the disclosure for which consent is sought. Respondent must execute and return with its Proposal a Nondisclosure Agreement with Comptroller, in the form of Exhibit E attached hereto.

Following the award of a Contract, responses to this RFP are subject to release as public information unless the response or specific parts of the response can be shown to be exempt from the Texas Public Information Act. All Respondents are advised to consult with their legal counsel regarding disclosure issues and take the appropriate precautions to safeguard trade secrets or any other proprietary information. Comptroller assumes no obligation or responsibility relating to the disclosure or nondisclosure of information submitted by Respondents.

If a Respondent believes that any portion of a Proposal is confidential, then Respondent must so specify. Respondent must stamp in bold red letters the term “CONFIDENTIAL” on that specific part or page of the Proposal which Respondent believes to be confidential. Respondent must submit in writing specific detailed reasons, including any relevant legal authority, stating why Respondent believes the material to be confidential. Vague and general claims as to confidentiality will not be accepted. Comptroller will be the sole judge as to whether a claim is general and/or vague in nature. All Proposals and parts of Proposals which are not marked as confidential will be automatically considered public information after the contract is awarded. A response resulting in an award may be considered public information even though parts are marked confidential.

If Comptroller receives a request under the Texas Public Information Act for portions of a Proposal marked as “CONFIDENTIAL” as specified above, Comptroller shall forward such request to the office of the Texas Attorney General for an opinion on whether such information may be withheld from disclosure under the Texas Public Information Act. Comptroller will notify Respondent whose Proposal is the subject of the request when the information is forwarded to the office of the Attorney General. Comptroller assumes no obligation for asserting legal arguments on behalf of Respondent. Respondents are advised that Comptroller is obligated to comply with the decision of the Attorney General, including any such decision calling for the release of information marked “CONFIDENTIAL” by a Respondent.

Copyrighted Proposals are unacceptable and are subject to disqualification as non-responsive.

3.10 Media Releases

Comptroller does not endorse any vendor, commodity, or service. Media releases pertaining to this RFP, the Contract, Comptroller’s intellectual property, or the Services to which they relate shall not be made without the prior written consent of Comptroller and then only in accordance with explicit written instructions from Comptroller. The disclosure of the contents of Proposals prior to the Effective Date or any other violation of this section may result in disqualification.

3.11 Incorporation of Exhibits

Exhibits A, B, C, D, E, F and G are attached hereto and incorporated as part of this RFP for all purposes.

PART IV

PROPOSAL FORMAT

4.1 Introduction

Each Proposal shall contain a cover sheet with the following: “RFP No. 237b Texas Bullion Depository Licensed Product Services” and the name and address of Respondent. The Proposal must contain an organized, paginated table of contents with hyperlinks corresponding to the sections and pages of the Proposal.

Proposals must be organized as described in Section 4.2. Proposals not organized in this manner may be subject to disqualification. Conciseness and clarity of content are required; vague and general Proposals may be considered non-responsive and may result in disqualification. Proposals must be complete; failure to provide all required information may result in the disqualification of the Proposal.

ALL EXHIBITS TO THIS RFP ARE PREPARED EXCLUSIVELY FOR THIS RFP. RESPONDENT’S SUBMISSION OF OTHER EXHIBITS OR DOCUMENTS, INCLUDING PRIOR RFP EXHIBITS, MAY RESULT IN DISQUALIFICATION OF THE PROPOSAL.

4.2 General Organization of Proposal Contents

Proposals must be organized as follows:

A. Transmittal Letter;

B. Executive Summary;

C. Table of Contents;

D. Respondent Identifying Information;

E. Proposed Subcontractor(s) Identifying Information;

F. Respondent Qualifications and Experience;

G. Proposed Personnel H. Respondent Narrative;

I. Proposed Project Work Plan;

J. Proposed Marketing Plan K. Proposed Licensing and Royalty Fees;

L. Insurance;

M. Financial Statements;

N. Execution of Proposal;

O. Historically Underutilized Business Subcontracting Plan;

P. Criminal Conviction Certification;

Q. Nondisclosure Agreement;

R. Conflict of Interest Statement; and S. Certification of Public Nature of the Proposal.

A description of the information required for each of the items listed above is set forth below. Additionally, Respondents must provide the Vendor Reference form (Exhibit G) to references in time to be received by Comptroller on or before the Proposal due date and time.

4.2.A Transmittal Letter

Respondent must submit a transmittal letter that identifies the entity submitting the proposal and includes a commitment by that entity to provide the Services required by Comptroller. The transmittal letter must state that the proposal is valid for one hundred eighty (180) days from the deadline for delivery of proposals to Comptroller. Any proposal containing a term of less than one hundred eighty (180) days for acceptance from this deadline will be rejected as non-responsive.

The transmittal letter must be signed by a person legally authorized to bind Respondent. Respondent also must indicate in its transmittal letter why it believes it is the most qualified to provide the requisite Services and why it believes its proposed services best meet Comptroller’s objectives and RFP requirements.

The transmittal letter must include a statement of acceptance of the terms and conditions of the Sample Contract located in Exhibit A. If a Respondent takes exception to any of the proposed terms and conditions stated in the Sample Contract or this RFP, then the exception(s) must be specifically and clearly identified in the transmittal letter and an explanation of the requested change along with the proposed alternative language must also be included in the transmittal letter. However, failure to accept those terms and conditions may result in disqualification of the Proposal.

4.2.B Executive Summary

Respondent must provide an executive summary of its Proposal and a representation that the Proposal addresses all of the requirements of this RFP. The executive summary must not exceed three (3) pages and must represent a full and concise summary of the contents of the Proposal. Respondent must identify any Services that are offered beyond those specifically requested. If Respondent is offering Services that do not meet the specific requirements of this RFP but in the opinion of Respondent are equivalent or superior to those specifically requested, any such differences must be noted in the executive summary. However, failure to provide the Services specifically required may result in disqualification of the Proposal.

4.2.C Table of Contents

Each Proposal must be submitted with a table of contents that clearly identifies and denotes by page number each section of the Proposal with hyperlinks corresponding to the sections and pages of the Proposal. The table of contents must follow the organization presented in Section 4.2 (General Organization of Proposal Contents) as much as possible.

4.2.D Respondent Identifying Information

Respondent must provide the following identifying information:

· name and address of business entity submitting the Proposal;

· names of all owners with a controlling interest in Respondent;

· type of business entity (e.g., corporation, partnership, etc.);

· state of incorporation or organization and principal place of business;

· current organization standing in state of incorporation or organization;

· name and location of Texas offices, other major offices, and other facilities that relate to Respondent’s performance under this RFP;

· name, address, business telephone number, cell phone number, email address, and fax number of Respondent’s principal contact person regarding the Contract;

· Respondent’s Federal Employer Identification Number (“FEIN” or “EIN”) and Texas Tax Identification/Registration Number, if any;

· a description of all affiliated companies and subsidiaries, or any joint ventures or other affiliations;

· an organization chart detailing Respondent’s legal structure which shows all affiliated companies, subsidiaries, and any joint ventures or other affiliations; and

· full name and address for each member, partner, and employee of Respondent (and any Subcontractors) who will perform Services.

4.2.E Proposed Subcontractor(s) Identifying Information

The Proposal must identify any Subcontractors and outline the contractual relationship between Respondent and each proposed Subcontractor. Respondent must provide statements for each of its proposed Subcontractors signed by an individual authorized to legally obligate each Subcontractor and attesting to the fact that it will provide the Services as represented in Respondent’s Proposal. Proposed Subcontractors may be required to submit ownership information similar to that required of Respondents in the Section above. Respondent must disclose, at Comptroller’s request, any information regarding proposed Subcontractors. Respondent must disclose the legal nature of all proposed relationships between Respondent and its Subcontractors.

4.2.F Respondent Qualifications and Experience

a. Experience

Respondent must include a detailed overview of Respondent’s experience providing the requisite Services. Respondent must demonstrate its knowledge of and experience with activities relevant to the Services requested by this RFP. Respondent must provide a detailed profile that describes the following:

a) the size and scope of all operations, including number of employees and years in business;

b) the general nature of previous similar work performed, particularly work in the last three (3) years;

c) depth and length of experience with state agencies;

b. Cancellations or Terminations

Respondent must list all contracts or purchase orders that Respondent executed or accepted within the last three (3) years and which were canceled or terminated prior to completion by any state agency or other entity with which Respondent contracted. For each such contract or purchase order, Respondent must include a detailed explanation for the cancellation or termination and final resolution of the matter as well as the names and telephone numbers of each such agency's or firm’s contact person. If none, specify none.

c. Vendor Reference Questionnaire Respondents must send the Questionnaire (Exhibit G) to three (3) companies or government agencies (References). Instructions are included on the Questionnaire. Respondents may send the Questionnaire to References via email. CPA is not responsible for undeliverable emails or for non-responsive References. Respondents’ References will be evaluated in accordance with Section 5.1 (Evaluation Process). Vendor must include all requested information in the top portion of the Questionnaire. References must respond to CPA on the form provided by the due date provided in the Anticipated Schedule of Events to be considered in Proposal evaluation. The Questionnaire must be submitted directly from the References to CPA. Respondents shall not submit the Questionnaire to CPA. References may be contacted for clarification at CPA’s discretion. CPA is not obligated to contact Respondent in the event a Reference submits incomplete information.

4.2.G Proposed Personnel Respondent must identify all Key Personnel who are to be part of the proposed team and detail their experience. Respondent must include in the Proposal résumés of all management, supervisory, and Key Personnel that will be involved in performing the Services, and must provide for each person:

· a full name (including full middle name);

· a five (5) year employment history;

· a specific description of relevant experience and skills that person has with these types of Services, that must include at least three (3) years of experience performing work similar to the required Services (limit to one page);

· a specific indication of what role the individual will have in this project, and

· any additional pertinent information to indicate the individual's ability to aid Respondent in successfully completing the required Services (limit to one page).

In addition, Respondent must provide an organizational chart indicating lines of authority, names, titles, and functions of individuals responsible for the Services.

Résumés must present the required personnel information in sufficient detail to provide Comptroller with a convincing indication that the personnel involved can successfully provide the required Services. The Key Personnel, as identified in the Proposal, are considered to be essential to the Services. Comptroller reserves the right, in its sole discretion, to approve each member of the team identified as Key Personnel and to request substitutions. All replacements of Key Personnel must be of equal or superior experience or skill as the person replaced.

Comptroller may request additional information from Respondent regarding its personnel. Additionally, Comptroller reserves the right to conduct background checks on Respondent’s personnel.

4.2.H Respondent Narrative

Respondent must submit a narrative explanation that describes in detail how the offered services will meet the requirements set forth in Part II (Scope of Work) not otherwise categorized in Section 4.2.

4.2.I Proposed Project Work Plan

Respondent must submit a proposed Project Work Plan with any necessary milestones and deadlines for performing the Services. The Project Work Plan must include a proposed schedule for completing all Services, identification of potential milestones, deliverables and tasks to be performed by Successful Respondent to implement the Services. Proposed roles and responsibilities of Comptroller, beyond those stated in this RFP, shall be clearly described by Respondent in the Project Work Plan. Additionally, Respondent should describe any proposed remedies for Comptroller (e.g., reduction in fees, liquidated damages) for Respondent’s failure to meet the schedule set forth in Respondent’s Project Work Plan.

In its narrative, Respondent may also concisely describe any additional features, aspects, or advantages of its services in any relevant area not covered elsewhere in its Proposal.

4.2.J Proposed Marketing Plan

Proposals must include a marketing and merchandising plan that fully describes how Respondent proposes to market and advertise the Products. Respondents must propose a timeline with the proposed marketing effort for the first six months of the Contract, beginning approximately three months after Contract execution. Respondent shall also include a proposed methodology to measure marketing effectiveness. Additionally, Respondent must describe how it will meet additional requirements of Section 2.2.3 (Marketing and Advertising).

4.2.K Proposed Licensing Fee and Royalties

Proposals must include a licensing fee and per-item royalty to compensate Comptroller for its intellectual property and the exclusive license granted to Successful Respondent to manufacture and sell official State of Texas numismatic and commemorative coins, and related items, on behalf of the Depository. Proposals must fully describe how Respondent will track and account for manufacturing and sales of the Products and make an accounting for amounts due to the Comptroller under the Contract. Respondent must submit a projection of the anticipated sales, costs, units sold, and the proposed royalties to be paid to the Comptroller for the potential Contract Term.

4.2.L Insurance

Respondent must provide either proof of insurance or a statement of its intent to obtain and maintain for the Contract Term the minimum insurance and bond coverage specified in Section IX (Insurance) of Exhibit A (Sample Contract).