ESBD_File_342693_RFP 24-1331 E-Learning Content Provider.pdf

RFP No. 24-1331 E-Learning Content Provider

Brazos River Authority

Request for Proposals

11/16/2023 RFP No. 24-1331

Dear Prospective Respondent:

Competitive Sealed Proposals will be received in the office of the Purchasing Agent, Brazos River Authority (“BRA”), 4600 Cobbs Drive, Waco, Texas 76710 until 10:00 AM, December 21, 2023 for E-Learning Content Provider.

All qualified firms including Small, Minority, Women Owned Businesses and Historically Underutilized Businesses are encouraged to submit Proposals in response to this request.

Proposals must be submitted and received no later than the due date and time specified. Any Proposal received later than the specified time, shall not be considered. The BRA is NOT responsible for ensuring the delivery of Proposals.

Refer to Section 17. Delivery of Proposal Submittals for instructions on submitting a response to this solicitation.

Proposal must be clearly identified as follows on the outside of the sealed physical submission or the electronic submission subject line. The BRA shall not be responsible for submissions that are not properly identified. Proper identification of Respondent’s proposal is the sole responsibility of the Respondent and failure to do so may result in the submission not being included in the proposal opening:

PROPOSAL: E-Learning Content Provider

RFP NO: 24-1331

RFP DUE DATE: 10:00 AM, Thursday, December 21, 2023

The BRA shall have the right to accept or reject any or all Proposals, or any part thereof, and to waive any technicalities in the interest of the BRA.

BRA will evaluate all relevant COVID-19, health, safety and business factors on all solicitations to determine when to initiate a notice to proceed on all projects, delivery of goods and/or services or procurement of construction related services to best attempt to balance BRA needs and to protect the health and safety of BRA employees, the employees of respondents and the public at large.

Sincerely, Victor Venegas Purchasing Agent

4600 Cobbs Drive • Waco, Texas 76710

254 761 3153

RFP 24-1331

REQUEST FOR PROPOSALS

SUPPLIER DIVERSITY PURCHASING POLICY

The Brazos River Authority (BRA) will ensure that purchases of equipment, materials, supplies, and/or services conform with Texas Procurement law as applicable to the BRA, are cost effective, and contribute to the competitiveness of the BRA and its customers.

Procurement activities will be conducted in an open and fair manner with equal opportunity provided to all qualified parties. The BRA will provide equal contracting opportunities as provided by all applicable State and Federal laws to small business enterprises, Historically Underutilized Businesses and Disadvantaged Business enterprises.

GENERAL INSTRUCTIONS TO RESPONDENTS

The Work consists of the furnishing of all labor, materials, services, equipment, and appliances required for the delivery and the supplying of products and/or services as described herein and in the contract documents.

1. PROPOSAL SUBMISSION: Proposals must be received no later than the Proposal opening date and time specified above. All Proposals received after closing time will not be considered.

A. To be considered as eligible, a Respondent shall have complied with all legal requirements to permit them to operate in the State of Texas.

B. Proposals must be emailed, mailed or hand delivered to be considered.

2. WITHDRAWAL OF PROPOSALS: No Proposal may be withdrawn for a period of ninety (90) days after Proposal opening, except by: 1) mutual consent of the BRA and Respondent; or 2) a previously submitted Proposals may be withdrawn upon written request received from Respondent prior to time established for receipt of Proposals.

3. SIGNATURE ON PROPOSALS: To be valid, Proposals must be signed by an authorized person. By such signature, Respondent agrees to strictly abide by the terms, conditions, and Scope of Services embodied in this Request for Proposal.

4. EXAMINATION OF PROPOSAL DOCUMENTS: Before submitting a Proposal, all Respondents shall examine the complete Proposal documents, including Proposal Notice, Instruction to Respondent, and Scope of Services, all of which are part of the Proposal documents.

5. ADDENDA: Unless otherwise stated in the Proposal, answers to all questions, inquiries, and request for additional information will be issued in the form of Addenda. During the Proposal period, prospective Respondent may be advised by Addenda of additions, deletions from, or changes in the requirements of the Proposal documents. The BRA will not be responsible for the authenticity or correctness of oral interpretations of the Proposal documents or for information obtained in any other manner than through the media of Addenda. Receipt of each Addendum shall be acknowledged by the Respondent.

Any questions concerning this Proposal should be emailed to Victor Venegas, Purchasing Agent no later than five (5) days prior to the opening of the Proposal at submissions@brazos.org. This is to allow the BRA sufficient time to respond to inquiries and provide information to all interested Respondents by Addendum. Unless otherwise stated in the Proposal, Addenda will be posted on the BRA web site at www.brazos.org, Doing Business, Purchasing and Professional Services, Request for Proposals.

Respondent is responsible for checking the BRA web site (www.brazos.org) for updates and Addenda until the time at which the submission is due. Failure to respond to all requirements, including those Addenda, shall be grounds for rejection of your Proposal.

6. TAXATION: The BRA is exempt under the Texas Sales Tax and Use Tax Laws, and the Respondent shall not include such taxes in the Proposal.

7. QUALIFICATION OF RESPONDENTS: The BRA reserves the right to reject any Proposal if the evidence submitted by, or investigation of, such Respondent fails to satisfy the BRA that such Respondent is properly qualified to carry out the obligations of the contract and to complete the Services contemplated herein.

Conditional Proposals will not be accepted.

8. CONSIDERATION OF PROPOSALS: Unless stated otherwise in the Advertisement or Request for Proposal, the properly identified Proposals received on time will be opened publicly and only the names of the Respondent will be read aloud. Respondents are invited to be present.

9. COMPLIANCE WITH SCOPE OF SERVICES AND RIGHT OF

SELECTION: The Respondent shall abide by and comply with the true intent of the scope of services and not take advantage of any unintentional error or omission.

10. DEVIATION FROM SCOPE OF SERVICES: All deviations from the scope of services must be noted in detail by the Respondent, in writing, at the time of submittal of the formal Proposal. The absence of a written list of deviations at the time of submittal of the Proposal will be considered acceptance of the Scope of Services as written.

Any deviations from the Scope of Services as written not previously submitted, as required by the above, will be grounds for rejection of the material and/or item when delivered.

In case of ambiguity or lack of clarity, the BRA reserves the right to consider the most advantageous Proposal or reject the Proposal.

11. REPRESENTATIONS: By execution and submission of this Proposal, the Respondent hereby represents and warrants to the BRA that Respondent has read and understands the Proposal Documents and this Proposal is made in accordance with the Proposal Documents.

12. INDEMNIFICATION: THE RESPONDENT SHALL COMPLY

WITH THE REQUIREMENTS OF ALL APPLICABLE LAWS, RULES,

AND REGULATIONS AND SHALL EXONERATE, INDEMNIFY AND

HOLD HARMLESS THE BRA FROM ANY AND ALL LIABILITY OR

DAMAGES RESULTING FROM FAILURE TO DO SO.

IN ADDITION, THE RESPONDENT AGREES TO INDEMNIFY,

KEEP, SAVE AND HOLD THE BRA HARMLESS FROM ANY AND

ALL ACTIONS, LIABILITIES, DAMAGES, JUDGMENTS, COSTS

AND EXPENSES INCLUDING REASONABLE ATTORNEY’S FEES,

IN CASE AN ACTION IS FILED OR DOES IN ANY WAY ACCRUE

AGAINST THE BRA, ITS OFFICIALS, OFFICERS, AND

EMPLOYEES IN CONSEQUENCE OF THE AWARDED CONTRACT

FOR ANY NEGLIGENT ACT OR OMISSION OF THE RESPONDENT

IN THE PROVISION OF SERVICES UNDER THE AWARDED

CONTRACT, OR THAT MAY RESULT FROM THE CARELESSNESS

OR LACK OF SKILL OF THE RESPONDENT OR THE

RESPONDENT’S OFFICERS, AGENT, CONTRACTORS, ASSIGNS

OR EMPLOYEES. IN THE EVENT A JUDGMENT IS RECOVERED

AGAINST THE BRA FOR ANY SUCH LIABILITY, COSTS OR

EXPENSES, SUCH JUDGMENT SHALL BE CONCLUSIVE

AGAINST THE RESPONDENT.

mailto:submissions@brazos.org

RFP 24-1331

IT IS SPECIFICALLY UNDERSTOOD AND AGREED BY THE

RESPONDENT THAT SUCH INDEMNITY IS INDEMNITY BY THE

RESPONDENT TO INDEMNIFY AND PROTECT THE BRA FROM

LIABILITY, CLAIMS, SUITS, LOSSES, DAMAGES OR CAUSES OF

ACTION DUE TO THE RESPONDENT’S NEGLIGENCE, ERROR OR

OMISSION.

13. CRITERIA FOR AWARD: The BRA will select the most highly qualified Respondent on the basis of demonstrated competence and qualifications and then attempt to negotiate with that Respondent a contract at a fair and reasonable price, see section (5) Selection Process in the RFP. If a satisfactory contract cannot be negotiated with the most highly qualified Respondent, the BRA will select the next most highly qualified Respondent and attempt to negotiate a contract with that Respondent at a fair and reasonable price.

14. TERMINATION: The awarded contract may be terminated at any time by the BRA, in BRA’s sole discretion, for any cause or for convenience without penalty or liability. Upon receipt of such notice, the supplier shall immediately discontinue all services and actions.

The BRA shall pay the Respondent promptly the accrued and unpaid amounts due for services to the date of termination, to the extent the services are approved by the BRA.

15. CHANGE OF CONTRACT PRICE: The agreed upon contract price shall not be exceeded without the prior written consent of the BRA and may only be modified by a written amendment to the contract executed by both BRA and Respondent.

16. PAYMENT: Unless otherwise specified, payment for services and/or product will be processed within thirty (30) days from invoice date and acceptance of Services and/or product. Invoices presented for payment must be submitted in accordance with instructions contained on the purchase order including reference to purchase order number and submittal to the correct address for processing. Unit price on invoice shall be in two (2) decimal places only, i.e., $ .XX.

The BRA has set a goal to have as much paperwork submitted electronically. Respondents are asked to submit invoices electronically to the following Accounts Payable email address:

accounts. payable@brazos.org. Respondents who use the electronic service should not mail the original invoice.

17. CONFIDENTIALITY OF DOCUMENTS: The BRA is subject to the Texas Public Information Act (PIA). Any information submitted to the BRA by a Respondent shall be considered non-confidential and available to the public, except as follows:

In the event a Respondent considers a specific portion of their Proposal to be confidential and subject to an exception to disclosure under the PIA, such portion must be clearly identified and marked "CONFIDENTIAL". Do not mark an entire Proposal confidential, as this is not in conformance with the PIA and is not acceptable. Only the specific portion or portions of the Proposal that the Respondent considers to be confidential pursuant to the PIA should be marked. IF

AN ENTIRE PROPOSAL IS MARKED CONFIDENTIAL, THE BRA

WILL NOT TREAT ANY PORTION OF THE PROPOSAL AS

CONFIDENTIAL AND THE PROPOSAL MAY BE REJECTED AS

NON-CONFORMING. The BRA will honor notations of confidentiality made in accordance with this paragraph and decline to release such information initially. However, final determination of whether a particular portion of a Proposal may in fact be withheld pursuant to the PIA will be made by the Texas Attorney General or a court of competent jurisdiction.

In the event a public information request is received for a portion of a Proposal that has been marked confidential, the BRA shall ask the affected Respondent if the information may be released. If the release is agreed to, the BRA shall release the information.

If the release is denied, the matter shall be referred to the Texas Attorney General's Office in accordance with the process set forth in the PIA. The Respondent shall be fully and solely responsible for submitting arguments and evidence within the statutory timeframes to the Texas Attorney General’s Office regarding its claim of confidentiality. The BRA will NOT submit arguments on behalf of the Respondent.

The Texas Attorney General's office shall rule on the matter. In the event that it is determined by opinion or order of the Texas Attorney General or a court of competent jurisdiction that such information may not be withheld, then such information will be made available to the requester. If it is determined that the information may be withheld, BRA will withhold the information from the requestor.

Pricing information contained in Proposals or contracts is not considered confidential under the PIA and will be disclosed without making a request to the Texas Attorney General.

E-LEARNING CONTENT PROVIDER

RFP NO. 24-1331

SUBMITTAL SCHEDULE

Proposals are posted on the BRA website and prospective Respondents should check www.brazos.org> Doing Business>, Purchasing & Professional Services>, Request for Proposals for potential updates to Proposal requirements.

Thursday, November 16, 2023

RFP is available to download from the BRA website at http://www.brazos.org/Doing- Business/Purchasing-Professional- Services/Request-for-Proposals, and click on “View this RFP”.

4:00 PM, Thursday, December 7, Last date and time to ask questions or request additional information. Email questions to submissions@Brazos.org.

4:00 PM, Thursday, December 14, Post response to questions received as of the deadline or as soon thereafter, as an Addendum on the BRA website – www.brazos.org/ Doing Business/Purchasing and Professional Services/Request for Proposals.

10:00 AM, Thursday, December 21, Proposals are due.

11:00 AM Thursday, December 21, Proposals will be opened virtually at the link below……………………………..

https://youtube.com/live/IDfDudH0RA8?feature=share mailto:submissions@Brazos.org http://www.brazos.org/ https://youtube.com/live/IDfDudH0RA8?feature=share

REQUEST FOR PROPOSALS

E-LEARNING CONTENT PROVIDER

RFP NO. 24-1331

1. General

Brazos River Authority (BRA) seeks proposals to provide an extensive array of online learning courses to employees and board members to be accessed via our learning management system (LMS) which is powered by Maple LMS.

All courses need to address organizational levels (frontline, supervisor, manager, senior leadership) as well as skill levels (beginner, intermediate, etc.). Additionally, we are looking for content that lends itself to micro-learning and componentizing of content.

The approach of the BRA is to distribute the curating and management of content across the multiple functional areas of the organization. Access to a catalog and ease of loading into our LMS will be a critical part of our selection process. The BRA has approximately 291 users accessing our LMS for various learning activities.

2. Scope of Services

The purpose of this RFP is to solicit proposals from qualified online learning providers who have the capacity to deliver online training courses and other content designed to enhance the knowledge, skills, and abilities of the BRA’s workforce. The categories required are the following.

2.1 Human Resources

2.2 English as a Second Language (ESL)

2.3 Leadership and Management

2.4 Safety and Risk Management

2.5 Personal Productivity

2.6 Information Technology

2.7 Project Management

This list represents the general topics we require for our employee development efforts. We are seeking a wide variety of courses in each of these categories. Additional topics are welcome and would be evaluated as part of the overall offerings. See attachment A – Business Requirements Matrix for additional information.

3. Base Proposal Proposal price to include all labor, materials, tools, equipment, and incidentals necessary to satisfactorily design, fabricate, manufacture, furnish, deliver components, and complete assemblies.

4. Information Required in the RFP Submittal - Tab Format

The BRA specifically requests succinct submittals tailored to the general and discipline-specific scope of services summarized above. All submittals become the property of the BRA. Each Bid submittal shall include the information requested below.

Tab A: Include the following:

(1) Date your company was established and a brief history; number of employees; provide number and location of offices.

(2) Provide name, title and office location of person who will be the principal contact for the BRA and the billing location if different.

(3) Describe the types of organizations that your company typically serves and general nature of the work.

(4) A list and description of similar services completed within the last five years under your current company name or any other company name similar in nature to this solicitation. This should include the name, the location, a brief description of Scope of Services, and a contact name and telephone number of a reference for each client. List litigation that your company has been a party to in the last five (5) years, under your current company name or any other company name. Include only litigation that involves business units in your company that are proposed for performing services under this RFP.

(5) List all such litigation involving owners and/or general contractors. To be fully responsive, provide the level of detail in the attached example, as well as a name and phone number to contact an authorized representative of your company in the event that the BRA needs to clarify your response. Failure to be fully responsive will be sufficient grounds for the BRA to disqualify your company.

(6) Have you ever defaulted, failed to complete a contract or had a contract terminated by the other party? If so, where and why? Provide name and telephone number of the other party.

Tab B: Include the following:

(1) Complete and submit the attached Request for Bids – Bid Form

(2) Complete and submit the attached W-9 form, or if foreign entity submit the appropriate tax document information.

(3) Complete and submit the attached Conflicts of Interest Questionnaire [CIQ] form.

(4) Complete and submit the Non-Collusion Affidavit form.

5. Selection Process Proposals will be evaluated and scored based on the factors listed below.

Evaluation Criteria Percent Performance Factors may include but are not limited to:

Functionality to Specifications

Quality and detail of Implementation Plan

Quality of Post-Implementation Customer Support Resources

Ease of Use of System

References on Proposed Software

Project Approach/Timeline

Respondent’s Experience

Cost 25

6. RFP Inquiries All inquiries, including clarifying questions, related to this RFP shall only be directed to the Purchasing Agent via e-mail to submissions@brazos.org. The Purchasing Agent will direct any inquiries to the appropriate BRA staff, a response will be issued and if warranted, an Addendum will be posted on the BRA’s website at www.brazos.org.

Failure to adhere to this restriction during the advertising, evaluation, and selection phases will result in the rejection of a Respondent’s Proposal.

7. Respondent’s Past Performance BRA will consider Respondent’s past performance and may conduct reference checks with other entities regarding past performance. BRA may examine Respondent’s performance including, but not limited to: the Vendor Performance Tracking System, notices of termination, cure notices, assessments of liquidated damages, litigation, audit reports, repeated negative performance, records of repeated non-responsiveness to performance issues, and non-renewals of contracts. Such sources of Respondent performance may include any governmental entity, whether an agency or political subdivision of the State of Texas, another state, or the Federal government. Further, BRA may initiate such examinations of Respondent performance based upon media reports. Any such investigations shall be at the sole discretion of BRA, and any negative findings, as determined by BRA, may result in non-award to Respondent.

8. Conflict of Interest

Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local government entity (i.e., Brazos River Authority) must disclose in the Conflicts of Interest Questionnaire Form ("CIQ") the person's affiliation or business relationship that might cause a conflict of interest with the local government entity. By law, the CIQ must be filed with the BRA Records Management Officer no later than seven (7) days after the date the person begins contract discussions or negotiations with the BRA, or submits an application or response to a Request for Proposals, correspondence, or another writing related to a potential agreement with the BRA. Updated Questionnaires must be filed in conformance with Chapter 176.

A copy of the CIQ is attached. If you have any questions about compliance, please consult your own legal counsel.

Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement.

An offense under Chapter 176 carries a penalty up to a Class A misdemeanor.

9. Disclosure of Interested Parties Pursuant to Section 2252.908 of the Government Code, the selected Firm in contracts for the sale or purchase of property, goods, or services with a local government entity (i.e., BRA) anticipated to have a value of at least $250,000/$500,000 must submit a Disclosure of Interested Parties Form to the local government entity that discloses all persons at the Selected Firm who have a controlling interest in the selected Firm or who actively participated in facilitating the contract or negotiating the terms of the contract.

The requirements of Section 2252.908 of the Government Code are subject to change, and if you have any questions about compliance, please consult your own legal counsel.

https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm

10. Term of Agreement The term of this Contract shall be for a period of one (1) year, commencing on the Effective Date, and may be renewed by subsequent agreement of the parties for up to four (4) additional one (1) year periods, for a total potential term of five (5) years.

11. Contract The executed contract between BRA and the selected Respondent shall be a BRA standard form contract for Professional Services. Contract terms are not subject to modification and Respondent will be expected to execute the contract in substantially the form provided. Respondent should not base a proposal on an expectation that BRA will modify its contract terms.

The BRA reserves the right to award contract(s) without any negotiations and reserves the right to not make awards.

The BRA reserves the right to conduct studies and other investigations as necessary to evaluate any submittal.

Submission of a proposal confers no legal right upon any Respondent.

The decision of BRA, or its designee with regard to the above, shall be administratively final. BRA, in its sole discretion, may waive administrative deficiencies and/or minor technicalities in submittals received.

12. Insurance Requirements The Respondent shall, at Respondent’s sole expense, maintain insurance coverage as determined acceptable to the BRA. The Respondent must obtain the following minimum insurance requirements and provide proof to the BRA prior to entering into a contract:

General Liability Insurance:

Bodily Injury $ 500,000 per person Bodily Injury $ 1,000,000 per occurrence Property Damage $ 1,000,000 per occurrence Aggregate $ 2,000,000 https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm

Professional Liability: $ 1,000,000 per occurrence

Workers’ Compensation:

Statutory

Automobile Liability: $ 1,000,000 per claim / aggregate

Employers’ Liability

$ 1,000,000 policy limit

13. Recycled and Recyclable Products The BRA encourages the use of recycled products and products that may be recycled or reused.

14. Delivery of Proposal Submittals Proposals may be submitted in one of the following manners:

Electronic Transmission. Email transmission to submissions@brazos.org. Emailed proposal submissions shall be an attachment, in a Portable Document Format (PDF). Proposals shall be clearly identified in the Subject Line as follows: RFP Title, RFP Number and RFP Due Date. The BRA shall not be responsible for submissions that are not properly identified. Proper identification of Respondent’s proposal is the sole responsibility of the Respondent and failure to do so may result in the submission not being included in the proposal opening.

Drop Box Submission Prior to Proposal Submission Deadline: Hand delivery of one sealed, clearly identified original signed paper copy submission may be received up to the proposal submission deadline contained in the solicitation at the Brazos River Authority Waco Central Office, 4600 Cobbs Dr. Waco, Texas 76710, utilizing the secure drop box located at the entrance of the office building. The BRA shall not be responsible for submissions that are not properly identified. Proper identification of Respondent’s proposal is the sole responsibility of the Respondent and failure to do so may result in the submission not being included in the proposal opening.

Mail-In Delivery: Mailed by commercial carrier, overnight or express mail, one sealed clearly identified original signed paper copy submission may be accepted by the Purchasing Agent or other designee up to the proposal submission deadline contained in the solicitation at the Brazos River Authority Waco Central Office, 4600 Cobbs Drive, Waco, Tx. 76710. The BRA shall not be responsible for submissions that are not properly identified. Proper identification of Respondent’s proposal is the sole responsibility of the Respondent and failure to do so may result in the submission not being included in the proposal opening.

ATTACHMENT A: BUSINESS REQUIREMENTS MATRIX

Your response is to be organized according to the chart that follows. Please address all items completely. If a feature requested is available now within your system, please mark Yes, and respond with a succinct yet comprehensive description of the feature. If a feature requested is not available nor on your product roadmap (will not be available), please clearly respond with No and type “Feature Not Available” in the comments section. If a feature is on your product roadmap and scheduled for release, please type in the date of when the feature is expected to be available.

LMS Compatibility

Feature/Function

Required

Desired

Available?

yes/no or release date

Vendor Description/Comment

Integration with LMS Vendor (Accenture Workday)

Hosted online

Launches online from our Accenture Workday Application

Does not require any additional login

Does not require downloads or installs of software on BRA’s systems

Can be viewed in Edge and Chrome

Content compatible with mobile platforms including iOS and Android environments

Full SCORM or AICC compatibility

Content will integrate with other internal content to build more complex courses and or curriculums.

Scoring is transferred to MapleLMS for reflection on transcript

Courseware is free of external advertisements

Learner Focus Requirements:

Online content makes clear the amount of time required by learner to complete courses

Brazos River Authority

REQUEST FOR PROPOSALS – PROPOSAL FORM

E-Learning Content Provider

RFP No. 24-1331 Base

Proposed Item

Description Quantity Lump Sum Amount

The purpose of this RFP is to solicit proposals from qualified online learning providers who have the capacity to deliver online training courses and other content designed to enhance the knowledge, skills, and abilities of the BRA’s workforce.

1 $__________

Year Two $__________

Year Three $__________

Year Four $__________

Year Five $__________

ACKNOWLEDGMENT OF REQUEST FOR PROPOSALS AND

RECEIPT OF ADDENDA

RESPONDENT MUST ACKNOWLEDGE RECEIPT OF THIS REQUEST FOR PROPOSALS AND

ADDENDA BY SIGNING BELOW AND SUBMITTING THIS ACKNOWLEDGEMENT WITH YOUR

PROPOSAL. FAILURE TO SIGN THIS ACKNOWLEDGEMENT WILL DISQUALIFY THE PROPOSAL

AS NON-RESPONSIVE. SIGNATURE MAY BE DIGITAL, ELECTRONIC OR HAND WRITTEN.

This acknowledgement shall become part of your response and the subsequent contract documents if applicable.

ACKNOWLEDGMENT OF REQUEST FOR PROPOSALS:

Respondent hereby acknowledges that it has received and read the Request for Proposals and all Addenda, and that this Proposal is made in accordance with the provisions thereof. Respondent acknowledges that this Proposal meets or exceeds all terms, requirements, conditions, and/or specifications set forth in the Request for Proposal and Addenda, and exceptions or deviations from such terms, requirements, conditions, and/or specifications, if any, have been clearly and conspicuously identified as such in the Proposal.

Does your company have ten (10) or more full time employees? Check one box only.

YES NO

Name of Firm (Respondent)

Signature – Authorized Representative

Printed Name

Date

E-mail Address

Telephone Number

EXAMPLE RESPONSE TO LITIGATION HISTORY QUESTION

Date Parties Nature/Description of Litigation Outcome 2010 XYZ, Inc. v. Owner Owner brought suit against XYZ, Inc.

claiming flawed design of a concrete pad.

XYZ, Inc.

Nonsuited

2011 XYZ, Inc. v. Owner XYZ, Inc. retained to design bike path, the path collapsed in construction and owner sued XYZ, Inc. and contractor

Settled

2012 XYZ, Inc. v. Contractor Contractor claimed XYZ, Inc. negligent on a project where Contractor was constructing a tower and the tower allegedly incorporated incorrect materials. XYZ, Inc. disputes the allegations.

Ongoing

Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service

Request for Taxpayer Identification Number and Certification

Go to www.irs.gov/FormW9 for instructions and the latest information.

Give Form to the requester. Do not send to the IRS.

P ri n t o r ty p e

S ee

S p e c if ic

I n s tr u c ti o n s o n p ag e

3.

1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.

2 Business name/disregarded entity name, if different from above

3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes.

Individual/sole proprietor or single-member LLC

C Corporation S Corporation Partnership Trust/estate

Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership)

Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner.

Other (see instructions)

4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):

Exempt payee code (if any)

Exemption from FATCA reporting code (if any)

(Applies to accounts maintained outside the U.S.)

5 Address (number, street, and apt. or suite no.) See instructions.

6 City, state, and ZIP code

Requester’s name and address (optional)

7 List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later.

Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter.

Social security number or Employer identification number

Part II Certification

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue

Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

3. I am a U.S. citizen or other U.S. person (defined below); and

4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.

Sign Here

Signature of

U.S. person Date

General Instructions Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9.

Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following.

• Form 1099-INT (interest earned or paid)

• Form 1099-DIV (dividends, including those from stocks or mutual funds)

• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)

• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)

• Form 1099-S (proceeds from real estate transactions)

• Form 1099-K (merchant card and third party network transactions)

• Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)

• Form 1099-C (canceled debt)

• Form 1099-A (acquisition or abandonment of secured property)

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later.

Cat. No. 10231X Form W-9 (Rev. 10-2018)

Form W-9 (Rev. 10-2018) Page 2

By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information.

Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien;

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;

• An estate (other than a foreign estate); or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States.

• In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;

• In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and

• In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign

Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items.

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the instructions for Part II for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding.

See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information.

Also see Special rules for partnerships, earlier.

What is FATCA Reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.

Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Form W-9 (Rev. 10-2018) Page 3

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9.

a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.

b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2.

c. Partnership, LLC that is not a single-member LLC, C corporation, or S corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2.

d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.

e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S.

person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9.

This is the case even if the foreign person has a U.S. TIN.

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

Line 3

Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3.

IF the entity/person on line 1 is a(n) . . .

THEN check the box for . . .

• Corporation Corporation

• Individual

• Sole proprietorship, or

• Single-member limited liability company (LLC) owned by an individual and disregarded for U.S.

federal tax purposes.

Individual/sole proprietor or single-member LLC

• LLC treated as a partnership for U.S. federal tax purposes,

• LLC that has filed Form 8832 or 2553 to be taxed as a corporation, or

• LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes.

Limited liability company and enter the appropriate tax classification.

(P= Partnership; C= C corporation;

or S= S corporation)

• Partnership Partnership

• Trust/estate Trust/estate

Line 4, Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you.

Exempt payee code.

• Generally, individuals (including sole proprietors) are not exempt from backup withholding.

• Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

• Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

• Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

2—The United States or any of its agencies or instrumentalities

3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

4—A foreign government or any of its political subdivisions, agencies, or instrumentalities

5—A corporation

6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession

7—A futures commission merchant registered with the Commodity Futures Trading Commission

8—A real estate investment trust

9—An entity registered at all times during the tax year under the Investment Company Act of 1940

10—A common trust fund operated by a bank under section 584(a)

11—A financial institution

12—A middleman known in the investment community as a nominee or custodian

13—A trust exempt from tax under section 664 or described in section

Form W-9 (Rev. 10-2018) Page 4

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.

IF the payment is for . . . THEN the payment is exempt for . . .

Interest and dividend payments All exempt payees except for 7

Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations.

S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.

Barter…