ESBD_File_343765_580-24-RFQ-0010_CFO to GO.pdf

580-24-RFQ-0010 Page 1 of 27

REQUEST FOR QUALIFICATIONS NO. 580-24-RFQ-0010

FOR

“CFO TO GO” FINANCIAL SERVICES

CLASS-ITEM CODE(S): 946-11

RELEASE DATE: DECEMBER 5, 2023

DEADLINE FOR SUBMISSION: JANUARY 5, 2024, BY 5:00PM

Solicitation Point of Contact:

Veronica Holmes, Contract Specialist veronica.holmes@twdb.texas.gov

You, the Respondent, are responsible for checking the Electronic State Business Daily (ESBD) website, http://www.txsmartbuy.com/sp, for any addenda to this Solicitation. Please search under Agency Code 580 (Texas Water Development Board). Respondent’s failure to periodically check the ESBD will in no way release that Respondent from addenda or additional information resulting in additional requirements of the Solicitation.

mailto:Sherry.jackson@twdb.texas.gov http://www.txsmartbuy.com/sp

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TABLE OF CONTENTS

SECTION I – OVERVIEW, DEFINITIONS AND AUTHORITY 3

SECTION II – SCOPE OF WORK 5

SECTION III – DELIVERABLES 6

SECTION IV – GENERAL INFORMATION 7

SECTION V – GENERAL TERMS AND CONDITIONS 11

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SECTION I – OVERVIEW, DEFINITIONS AND AUTHORITY

1.1 OVERVIEW

The Texas Water Development Board (TWDB) seeks responses to this Request for Qualifications (RFQ) from financial services firms qualified to provide financial accounting services (Services) to recipients of TWDB project funding (Entities).

Services will typically involve evaluating policies and procedures of Entities in areas such as: financial statement closings and preparation, debt service covenant and regulatory compliance, and internal control design and implementation in areas with potential financial impact. Contractors will recommend process changes to Entities and provide documentation of revised policies and procedures to address any opportunities for efficiencies and/or strengthened internal control.

TWDB will consider qualifications from Respondents that demonstrate the ability to complete the Project within the guidelines of this Solicitation and applicable federal, state, and local laws, rules, and regulations. Respondents must execute Content Item 1, Execution of Response to the Request for Qualifications, and complete other items listed under 4.1.B, Contents, to be considered. Additional information on TWDB and its programs can be found at http://www.twdb.texas.gov. Please do not submit joint applications; evaluation of qualifications will be made by individual firm only.

1.2 DEFINITIONS

“Addendum” means a written clarification or revision to the Request for Qualifications issued by the Texas Water Development Board. Respondents must acknowledge receipt of any addenda in the submission of the Solicitation Response.

“Contract/Contract Documents” means all documents which govern this Solicitation and any resulting contract(s), including without limitation, this Solicitation, task orders issued under the contract, any Uniform General and Supplementary Conditions, Special Conditions, and all bonds and insurance.

“Contractor” means Respondent(s) awarded a contract under this Solicitation.

“Entities” means recipients of project funding from the Texas Water Development Board.

“ESBD” means the Electronic State Business Daily, http://www.txsmartbuy.com/esbd.

“HUB” means Historically Underutilized Business as defined by Chapter 2161 of the Texas Government Code.

“Key Staff” means experienced, professional and/or technical personnel who will have major responsibilities under the Contract and/or provide unusual or unique expertise essential for successful completion of the work performed.

http://www.twdb.texas.gov/ http://www.txsmartbuy.com/esbd

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“PIA” means the Public Information Act, Chapter 552 of the Texas Government Code.

“Services” means the work solicited under this Solicitation.

“Respondent” means the entity responding to this Solicitation.

“RFQ” means Request for Qualifications.

“Solicitation” means this RFQ.

“Solicitation Response” means Respondent’s entire response to this Solicitation, including all documents requested.

“SOQ” means Statement of Qualifications.

“State” means the State of Texas and any state agency; the Texas Water Development Board or state agency identified in this Solicitation, its officers, employees, or authorized agents.

“TAC” means Texas Administrative Code.

“TWDB” means the Texas Water Development Board.

1.3 AUTHORITY

TWDB is posting this Solicitation pursuant to the State Purchasing and General Services Act, Texas Government Code Chapter 2155; Texas Water Code § 15.604(a)(8); and Texas Water Code § 6.190.

1.4 BACKGROUND

TWDB, the state agency primarily responsible for water planning and administering water financing for the State, was created by constitutional amendment in 1957. TWDB issues State of Texas General Obligation and Revenue bonds to fund various financial programs.

TWDB uses the bond proceeds as well as pass-through funding from State and Federal sources to purchase debt obligations of Texas political subdivisions and to make loans and limited grants to economically distressed areas in the State.

Selected Contractor(s) will primarily engage in the activities described in Section 1.1 above.

TWDB anticipates selecting Contractor(s) who will be used as needs are identified and as funds become available. The final Contractor or pool of contractors selected will depend on the number and quality of SOQs received compared to the anticipated work to be performed.

TWDB plans to select Contractor(s) with expertise in areas including but not limited to:

municipalities and other entities providing water, wastewater, or related utility services;

entities that have received financial assistance through the Federal Clean Water State Revolving Fund and/or the Drinking Water State Revolving Fund programs; and, generally accepted government accounting and auditing standards.

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SECTION II – SCOPE OF WORK

2.1 SCOPE OF SERVICES REQUESTED

The awarded Contractor(s) may be required to complete some or all the following tasks:

Work performed will be limited to engagements to monitor entities which are exempted from the requirements for a Federal Single Audit. TWDB will identify specific engagement procedures and the entities to be assessed. The contractor must conduct the work in accordance with U.S. Government Accountability Office’s (GAO) accepted Government Auditing Standards. Work performed under this provision will be limited in scope to one or more of the following compliance requirements:

• Activities allowed/disallowed, including compliance with financial instrument covenants.

• Allowable costs/cost principles

• Federal funding eligibility

• Governmental financial reporting standards.

The work performed will be considered financial advisory services. TWDB will identify the entity to which services will be provided and the scope of remedial efforts. Examples may include but are not limited to:

• Advise entities on the design and implementation of internal control procedures, particularly those addressing internal control over financial reporting (ICFR) in response to material and significant control weaknesses identified in audits of annual comprehensive financial reports (ACRF) and/or management letters or equivalent.

• Assist entities in the design of procedures for the preparation of financial statements required by the covenants of loan and other financial commitment documents. This assistance will not include performing the independent audit of the entity’s financial statements.

• Assist entities in the identification and interpretation of funding commitment provisions and covenant and best practices disclosure recommendations.

2.2 REQUIREMENTS

Respondents to this RFQ are required to have the following abilities:

A. Experience in government accounting and auditing B. Ability to evaluate current financial and operational processes and procedures C. Ability to develop recommendations to remediate gaps in processes and control weaknesses.

D. Experience with Texas municipalities and water authorities E. Experience with process evaluation and enhancement.

2.3 CONTRACT TERM

The Service requested will start upon execution of the Contract and end on August 31, 2025, with potential extensions by amendment up to August 31, 2027.

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2.4 COMPENSATION

Services will be requested on an ‘as needed’ basis with no guaranteed minimum. TWDB will issue specific task orders for successful respondents that will include project requirements and compensation for work to be performed. Failure to arrive at mutually agreeable terms of a contract with the most qualified Respondent will constitute a rejection of TWDB's offer and may result in negotiations with the next most qualified respondent. TWDB reserves the right to reject any or all responses.

2.5 LIQUIDATED DAMAGES

If a selected Contractor breaches its obligation to provide deliverables in accordance with the schedule in Section 3.1, the selected Contractor agrees to pay TWDB $500.00 per day for each day of delay as liquidated damages. The parties agree that quantifying losses arising from a selected Contractor’s delay is inherently difficult, and stipulate that the sum agreed upon for liquidated damages is not a penalty, but rather a reasonable measure of damages based on the parties’ experience in the industry and the nature of the losses that may result from delay.

SECTION III – DELIVERABLES

3.1 CONTRACT DELIVERABLES

TWDB will issue specific work orders for successful respondents based on each individual task order and corresponding scope(s) of work. Include a project timeline if applicable.

A. Summary reports describing the financial advisory assistance provided to the entity as described in the individual task orders issued to the contractor.

B. Written recommendations to strengthen an entity’s internal controls and to enhance financial accounting procedures.

C. TWDB and the contractor will agree on which recommendations to implement, and agree to the scope, timing, and contractor’s compensation for the remediation activities in a separate task order for that phase of each project.

NOTE: The electronic copy of a final report(s) or other deliverable(s) must comply with the requirements and standards specified in 1 Texas Administrative Code (TAC) Chapters 206 and 213 (related to Accessibility and Usability of State Web Sites). Web Content Accessibility Guidelines (WCAG) 2.1 Level AA Standard – WCAG 2.1 Quick Reference can be found at: https://www.w3.org/WAI/WCAG21/quickref/ Complying with this clause will require demonstrated proof of compliance utilizing TWDB's checklists. For the deliverable in .PDF format, use the checklist and verification form found at https://www.twdb.texas.gov/about/contract_admin/doc/Accessibility-Checklist-and- Certification-with-Instructions.pdf to demonstrate compliance and submit the completed form with the deliverable. Acceptance of the final report(s) or other deliverable(s) is contingent upon compliance with this clause.

https://www.w3.org/WAI/WCAG21/quickref/ https://www.twdb.texas.gov/about/contract_admin/doc/Accessibility-Checklist-and-Certification-with-Instructions.pdf https://www.twdb.texas.gov/about/contract_admin/doc/Accessibility-Checklist-and-Certification-with-Instructions.pdf

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SECTION IV – GENERAL INFORMATION

4.1 RFQ REQUIREMENTS

A brief transmittal letter summarizing the key points of the Statement of Qualifications (SOQ) and signed by an authorized representative who is responsible for committing the firm’s resources must accompany each response. The response, including attachments, must not exceed 14 pages. Cover page will not count towards the page limit. Please clearly identify the content item at the beginning of each response and provide a separate section for that response or indicate why no response is given.

A. Submittals: Respondent must submit an original electronic copy of the SOQ as follows:

1) One (1) complete ORIGINAL SOQ in Portable Document Format (PDF) submitted through email to bid-room@twdb.texas.gov with a copy to veronica.holmes@twdb.texas.gov.

2) SOQ pages should be numbered and contain an organized, paginated table of contents corresponding to the section and pages of the SOQ. File size is limited to 100mb.

3) Proposals must be clearly marked RESPONSE TO 580-24-RFQ-0010 and delivered electronically to the address noted in the RFQ.

B. Contents: Respondent must submit all information listed below, in the order given, as the response to this RFQ. The response will only be considered if all items are submitted as required. Incomplete/late responses to this RFQ will not be considered.

Item 1: Signed/dated Execution of Response to the Request for Qualifications

(one (1) page maximum) Item 2: Company Profile Summary and History (two (2) pages maximum)

Response should include the following:

a. Company name, address, phone number, and legal status

(corporation, partnership, joint venture, sole proprietorship).

b. Name and title of person submitting the response with the authority to bind the company.

c. Name, phone number, and email address of contact person for any questions on the response.

d. Describe the general nature of previous work, the number of years in business, size, and scope of operation.

Item 3: Resumes of Individuals - Submit resumes for each individual (three

(3) pages maximum per individual) who will work on the project.

PLEASE NOTE: Resumes do NOT count towards total response page maximums.

Item 4: Name(s) and Social Security Number(s) (last four digits) of each person with at least 25 Percent Ownership of the Business Entity submitting the response to the RFQ (one (1) page maximum) mailto:bid-room@twdb.texas.gov

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Item 5: Organizational Chart (one (1) page maximum) – Include role, name, and organization for each individual listed.

Item 6: Technical Approach (nine (9) pages maximum) Technical approach for each task order.

4.2 PROPOSAL SUBMISSION

A. All responses must be received at TWDB by the deadline in the Schedule of Events.

TWDB will not accept late submittals.

B. It is Respondent’s responsibility to appropriately mark and deliver the proposal to TWDB by the specified date and time.

C. Receipt of all addenda to this response, if applicable, should be acknowledged by returning a signed copy of each addendum with the submitted response.

NOTE: Failure to return the required items with the response will result in rejection of your Statement of Qualifications.

TWDB will not be responsible for locating or securing information that is not included in your Statement of Qualifications.

4.3 DELIVERY OF SUBMISSION

The SOQ must be submitted to TWDB using the following method:

Electronic Delivery via email to bid-room@twdb.texas.gov with a copy to veronica.holmes@twdb.texas.gov. File size is limited to 100MB. Please compress the files whenever possible.

4.4. SCHEDULE OF EVENTS

The solicitation process for this RFQ will proceed according to the following schedule:

EVENT DATE (Central Daylight Time)

Solicitation Release Date December 5, 2023 Deadline for Submitting Questions December 13, 2023, by

3:00 PM

Anticipated Q&A Addendum Release Date December 20, 2023 Deadline for submission of Solicitation Responses [NOTE: Responses must be RECEIVED by TWDB by the deadline.]

January 5, 2024, by

5:00PM

Evaluation Period Ends February 1, 2024 Anticipated Contract Start Date TBD Contract End Date August 31, 2025 mailto:sherry.jackson@twdb.texas.gov

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4.5 REVISIONS TO SCHEDULE

TWDB reserves the right to change the dates in the Schedule of Events above upon written notification to prospective Respondent(s) as an addendum posted on the Electronic State Business Daily.

4.6 RESPONSE SUBMITTAL

All submitted responses become the property of TWDB after the submittal deadline.

Responses submitted constitute an offer for a period of ninety (90) days or until selection is made by TWDB, whichever occurs first.

4.7 RESPONSE PREPARATION COSTS

Respondents are responsible for all costs incurred in the preparation and delivery of the Statement of Qualifications to TWDB.

4.8 TRAVEL EXPENSES

This Contract may include travel throughout the State of Texas to perform the tasks therein.

Any travel expenses will be reimbursed via a blended hourly rate on the contractor’s invoice. Travel expenses will be in accordance with the state travel and per diem allowances detailed at https://fmx.cpa.texas.gov/fmx/travel.

4.9 MEETINGS

Any meetings and or/conference calls will be held on regular business days, Monday through Friday, during regular business hours (8:00 AM – 5:00 PM), or on other mutually agreed dates and times.

4.10 INQUIRIES

A. Contact All requests, questions, or other communications about this Solicitation must be made in writing to TWDB Purchasing Department, addressed to the person listed below.

Name: Veronica Holmes, Contract Services Email : bid-room@twdb.texas.gov with a copy to veronica.holmes@twdb.texas.gov Subject: Ensure the RFQ number is included in all correspondence.

B. Clarifications

Questions and written requests for clarification of this Solicitation must be sent to the email addresses listed above, by the Deadline for Submitting Questions.

Respondents’ names will be removed from questions when the written answers are released. Questions must be submitted in the following format. Submissions that deviate from this format may not be accepted:

1) Identifying Solicitation number

2) Section number

3) Text of passage being questioned

4) Question

5) Provide company name, address, phone number, e-mail address, and name of contact person when submitting questions.

mailto:sherry.jackson@twdb.texas.gov

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C. Responses All accepted questions will result in a written response posted to the ESBD at:

http://www.txsmartbuy.com/sp. Responses will be posted as an Addendum to the Solicitation. It is Respondent’s responsibility to check the ESBD for updated responses.

D. Prohibited Communications

On issuance of this Solicitation, except for the written inquiries described in Section

4.10 above, TWDB, its representative(s), or partners will not answer questions or otherwise discuss the contents of this Solicitation with any potential Respondent or their representative(s). Attempts to ask questions by phone, email, or in person will not be allowed or recognized as valid. Failure to observe this restriction may disqualify Respondent. Respondent should rely only on written statements and information issued through or by TWDB’s purchasing staff. This restriction does not preclude discussions between affected parties for the purposes of conducting business unrelated to this Solicitation.

4.11 PROPOSAL EVALUATION AND AWARD

A. TWDB will make an award to a Respondent(s) that provide(s) the “best value” to the State of Texas, as defined by Texas Government Code § 2155.074.

B. TWDB will not enter into a contract with any individual who is required by Texas Government Code Chapter 305 to register as a lobbyist as stated in Texas Government Code § 556.005, Employment of Lobbyist.

C. A committee will be established by TWDB (including TWDB employees) to evaluate the Statement of Qualifications.

The evaluation committee will determine best value by applying the following criteria:

D. The evaluation committee will determine if a Best and Final Offer (BAFO) is necessary. Award of a contract may be made without a BAFO. TWDB may, at its

POINTS

AVAILABLE

CATEGORY

0-10 Overview of the firm Qualifications:

0-15 Previous experience with EPA SRF funding requirements

0-15 Experience working with government (especially local government) entities

0-15 Experience performing evaluations of compliance with financing covenants

0-15 Experience remediating material weaknesses in internal control and financial reporting

0-15 Experience developing and documenting financial and operational processes and procedures

0-15 Ability to provide services throughout the state of Texas

100 TOTAL POSSIBLE POINTS

http://www.txsmartbuy.com/sp

580-24-RFQ-0010 Page 11 of 27 discretion, elect to have Respondents provide oral presentations and respond to inquiries from the evaluation committee related to their response. A request for a BAFO is at the sole discretion of TWDB and will be extended in writing.

E. A Respondent’s performance will be measured by a Grade of A-F in the Texas

Comptroller’s Vendor Performance Tracking System (VPTS) The selected Contractor(s) will be evaluated on performance both during and at the conclusion of the Contract. VPTS grades will be considered in the selection process for this contract and future contracts. Contractor performance information is located on the CPA web site at: http://www.txsmartbuy.com/vpts.

4.12 CONTRACT AWARD

It is the intent of TWDB to award no more than four (4) contracts under this Solicitation. An award notice will be sent to the selected Respondent(s). Any award is contingent upon the successful negotiation of final contract terms and upon approval of TWDB Executive Administrator. Negotiations will be confidential and not subject to disclosure to competing Respondents unless and until an agreement is reached. If contract negotiations cannot be concluded successfully, TWDB may negotiate a contract with the next highest scoring Respondent or may withdraw this Solicitation.

SECTION V – GENERAL TERMS AND CONDITIONS

5.1 GENERAL TERMS AND CONDITIONS

Any contract awarded as a result of this RFQ will contain the general terms and conditions provided in this document. Subcontractors must also comply, if applicable. TWDB will consider exceptions to terms and conditions during the contract negotiation phase; see Section 4.12. Contractor is required to make any information created or exchanged with the state pursuant to this contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the state.

5.2 PATENTS OR COPYRIGHTS

The selected Contractor agrees to protect the State and TWDB from claims involving infringement of patents or copyrights. TWDB will not consider any RFQ that bears a copyright. RFQs will be subject to the Texas Public Information Act, Texas Government Code Chapter 552, and may be disclosed to the public upon request. Subject to the Act, Respondents may protect trade and confidential information from public release. Trade secrets or other confidential information submitted as part of a SOQ must be clearly marked in boldface type and at least 14-point font.

5.3 CONTRACTOR ASSIGNMENTS

Respondent hereby assigns to TWDB any and all claims for overcharges associated with the Contract arising under the antitrust laws of the United States, 15 U.S.C.A. Section 1 et seq., and the antitrust laws of the State of Texas, Tex. Bus. & Com. Code § 15.01 et seq.

http://www.txsmartbuy.com/vpts

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5.4 HISTORICALLY UNDERUTILIZED BUSINESSES

It is the policy of TWDB to make a good faith effort to achieve annual program goals by contracting directly with HUBs or indirectly through subcontracting opportunities in accordance with Texas Government Code Chapter 2161, Subchapter F, and HUB Rules promulgated by the Comptroller of Public Accounts (CPA), 34 TAC Chapter 20.

TWDB does not anticipate that subcontracting will be required in the performance of a contract resulting from this Solicitation, and requests that Respondents be prepared to provide all requested services. Any incidental references to subcontractors or subcontract requirements are not applicable to this Solicitation.

5.5 REQUIRED AFFIRMATIONS AND CERTIFICATIONS

Submitting a Response (CONTENT ITEM 1 - Execution of Response to the Request for Qualifications) with a false statement or material misrepresentations made during the performance of a contract is a material breach of contract and may void the submitted response or any resulting contract(s). By signing CONTENT ITEM 1, Respondent hereby represents and warrants that:

A. Antitrust. Respondent represents and warrants that, in accordance with Texas Government Code § 2155.005, neither Respondent nor the firm, corporation, partnership, or institution represented by Respondent, or anyone acting for such firm, corporation, partnership or institution, has (1) violated any provision of the Texas Free Enterprise and Antitrust Act of 1983, Texas Business and Commerce Code Chapter 15, or the federal antitrust laws; or (2) communicated directly or indirectly the contents of its proposal to any competitor or any other person engaged in the same line of business as Respondent.

B. Child Support Obligation. Under Texas Family Code § 231.006, Respondent certifies that the individual or business entity named in its proposal is not ineligible to receive the specified payment and acknowledges that any Contract resulting from this Solicitation may be terminated, and payment may be withheld if this certification is inaccurate.

C. COVID-19 Vaccine Passport Prohibition. Respondent certifies that it does not require its customers to provide any documentation certifying the customer’s COVID-19 vaccination or post-transmission recovery on entry to, to gain access to, or to receive service from the Respondent’s business. Respondent acknowledges that such a vaccine or recovery requirement would make Respondent ineligible for a state-funded contract.

D. Dealings with Public Servants. Pursuant to Texas Government Code § 2155.003, Respondent represents and warrants that it has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the goods or services being supplied.

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E. Debts and Delinquencies. Respondent agrees that any payments due under the Contract will be applied towards any debt or delinquency that is owed to the State of Texas, including but not limited to delinquent taxes, delinquent student loan payments and delinquent child support.

NOTE: The following clause applies only to contracts for $100,000 or more with companies employing at least 10 full-time people and paid at least in part with public funds. The clause does not apply to a governmental entity that determines the requirements of Texas Government Code § 2274.002(b) are inconsistent with its duties related to debt obligations or funds as described in Texas Government Code § 2274.002(c).

F. Energy Company Boycotts. Respondent represents and warrants that: (1) it does not and will not for the duration of any Contract resulting from this Solicitation, boycott energy companies or (2) the verification required by Texas Government Code §

2274.002 does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Respondent must promptly notify TWDB.

funds.

G. Entities that Boycott Israel. Pursuant to Texas Government Code § 2271.002, Respondent certifies that either (i) it meets one of the exemption criteria under § 2271.002; or (ii) it does not boycott Israel and will not boycott Israel during the term of any contract resulting from this Solicitation. Respondent must state any facts that make it exempt from the boycott certification in its Response.

H. Excluded Parties. Respondent certifies that it is not listed on the federal government’s terrorism watch list as described in Executive Order 13224.

I. Executive Head of a State Agency. Under Texas Government Code § 669.003, Respondent certifies that it does not employ, or has disclosed its employment of, any former executive head of TWDB. If § 669.003 applies, Respondent must provide the following information:

Name of Former Executive: _________________________ Name of State Agency: _________________________ Date of Separation from State Agency: _________________________ Position with Respondent: _________________________ Date of Employment with Respondent: _________________________

J. Financial Participation Prohibited. Pursuant to Texas Government Code §

2155.004(a), Respondent certifies that neither Respondent nor any person or entity represented by Respondent has received compensation from TWDB or any agency of the State of Texas for participation in the preparation of the specifications for this bid

580-24-RFQ-0010 Page 14 of 27 or proposal. Pursuant to Texas Government Code § 2155.004(b), Respondent certifies that the individual or business entity named in this bid or response is not ineligible to receive the specified contract and acknowledges that the Contract may be terminated, and payment withheld if this certification is inaccurate.

funds. It does not apply when such contracts are sole source or no-bid.

K. Firearm Entities and Trade Associations Discrimination. Respondent verifies that: (1) it does not, and will not for the duration of any contract resulting from this Solicitation, have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association or (2) the verification required by Texas Government Code § 2274.002 does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Respondent must promptly notify TWDB.

L. Foreign Terrorist Organizations. Respondent represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as prohibited by Texas Government Code § 2252.152.

M. Human Trafficking Prohibition. Under Texas Government Code § 2155.0061, Respondent certifies that the individual or business entity named in this Response or Contract is not ineligible to receive the specified contract and acknowledges that this Contract may be terminated, and payment withheld if this certification is inaccurate.

N. Lobbying Prohibition. Respondent represents and warrants that TWDB’s payments to Respondent and Respondent’s receipt of appropriated or other funds under any contract resulting from this Solicitation are not prohibited by Texas Government Code §§ 556.005 or 556.0055, related to the prohibition on payment of state funds to a lobbyist or for lobbying activities.

O. No Conflict of Interest. Respondent represents and warrants that the provision of goods and services or other performance under the Contract will not constitute an actual or potential conflict of interest or create an appearance of impropriety.

P. Prior Disaster Relief Contract Violation. Texas Government Code §§ 2155.006 and

2261.053 prohibit state agencies from accepting a Response or awarding a contract that includes proposed financial participation by a person who, in the past five years, has been convicted of violating a federal law or assessed a penalty in connection with a contract involving relief for Hurricane Rita, Hurricane Katrina, or any other disaster occurring after September 24, 2005, as defined by Texas Government Code §

418.004. Under Texas Government Code §§ 2155.006 and 2261.053, Contractor certifies that the individual or business entity named in this Response is not ineligible to receive the specified contract and acknowledges that any contract

580-24-RFQ-0010 Page 15 of 27 resulting from this Solicitation may be terminated, and payment withheld if this certification is inaccurate.

Q. Restricted Employment for Certain State Personnel. Pursuant to Texas

Government Code § 572.069, Respondent certifies that it has not employed and will not employ a former state officer or employee who participated in a procurement or contract negotiations for Agency involving Respondent within two (2) years after the date that the Contract is signed, or the procurement is terminated or withdrawn.

This certification only applies to former state officers or employees whose state service or employment ceased on or after September 1, 2015.

R. Suspension and Debarment. Respondent certifies that it and its principals are not suspended or debarred from doing business with the state or federal government as listed on the State of Texas Debarred Vendor List maintained by the Texas Comptroller of Public Accounts and the System for Award Management (SAM) maintained by the General Services Administration.

S. Texas Bidder Affirmation. Respondent certifies that if a Texas address is shown as the address of Respondent on its Response, Respondent qualifies as a Texas Bidder as defined in Texas Government Code § 2155.444(c).

T. Buy Texas. In accordance with Texas Government Code § 2155.4441 Respondent agrees that during the performance of a contract for services it will purchase products and materials produced in Texas when they are available at a price and time comparable to products and materials produced outside this state.

U. E-Verify Program. Respondent certifies that for contracts for services, Respondent will utilize the U.S. Department of Homeland Security’s E-Verify system during the term of the Contract to determine the eligibility of: (1) all persons employed by Respondent to perform duties within Texas; and (2) all persons, including subcontractors, assigned by Respondent to perform work pursuant to the contract within the United States of America.

5.6 INDEMNIFICATION

RESPONDENT AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF

TEXAS AND TWDB, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES,

CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY,

ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND

EXPENSES ARISING OUT OF, OR RESULTING FROM ANY ACTS OR OMISSIONS OF

RESPONDENT OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR

SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE

CONTRACT AND ANY PURCHASE ORDERS ISSUED UNDER THE CONTRACT. THE DEFENSE

MUST BE COORDINATED BY RESPONDENT WITH THE OFFICE OF THE TEXAS ATTORNEY

GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT,

AND RESPONDENT MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING

CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. RESPONDENT

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AND TWDB AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH

CLAIM.

5.7 ADDITIONAL TERMS

Any terms and conditions attached to your Response will not be considered unless specifically referred to in the Response.

5.8 DISPUTE RESOLUTION

The dispute resolution process provided for in Texas Government Code Chapter 2260 must be used by TWDB and Respondent to attempt to resolve all disputes arising under any contract resulting from this Solicitation.

5.9 EXCESS OBLIGATIONS PROHIBITED

Any contract resulting from this Solicitation is subject to termination or cancellation without penalty to TWDB, either in whole or in part, subject to the availability of state funds.

5.10 PUBLIC INFORMATION ACT

Information, documentation, and other material in connection with this Solicitation or any resulting contract may be subject to public disclosure pursuant to Texas Government Code Chapter 552 (the “Public Information Act”). In accordance with Texas Government Code § 2252.907, Respondent is required to make any information created or exchanged with the State pursuant to the Solicitation or Contract and not otherwise excepted from disclosure under the Public Information Act available in a format that is accessible to the public at no additional charge to the State.

5.11 GOVERNING LAW AND VENUE

Any contract resulting from this Solicitation will be governed by the laws of the State of Texas, without regard to the conflicts of law provisions. The venue of any suit arising under a contract resulting from this Solicitation is fixed in any court of competent jurisdiction of Travis County, Texas, unless the specific venue is otherwise identified in a statute which directly names or otherwise identifies its applicability to TWDB.

5.12 ETHICS

Under Texas Government Code Section 2155.003, an individual who interacts with public purchasers in any capacity is required to adhere to the guidelines Under Texas Government Code Section 2155.003, an individual who interacts with public purchasers in any capacity is required to adhere to the Ethics Laws and Professional Standards in the State of Texas Procurement and Contract Management Guide, which outlines the ethical standards required of public purchasers, employees, and bidders who interact with public purchasers in the conduct of state business, and with any opinions of or rules adopted by the Texas Ethics Commission. Entities who are interested in seeking business opportunities with the state must be mindful of these restrictions when interacting with public purchasers of TWDB or purchasers of other state agencies. Specifically, a TWDB employee may not have an interest in, or in any manner be connected with a contract or bid for a purchase of goods or services by an agency of the state; or in any manner, including by rebate or gift, accept or https://comptroller.texas.gov/purchasing/publications/procurement-contract.php https://comptroller.texas.gov/purchasing/publications/procurement-contract.php

580-24-RFQ-0010 Page 17 of 27 receive from a person to whom a contract may be awarded, directly or indirectly, anything of value or a promise, obligation, or contract for future reward or compensation.

5.13 FRAUD STATEMENT

Respondents understand that TWDB does not tolerate any type of fraud. TWDB’s policy is to promote consistent, legal, and ethical organizational behavior by assigning responsibilities and providing guidelines to enforce controls. Any violations of law, agency policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken.

Contractors are expected to report any possible fraudulent or dishonest acts, waste, or abuse to the agency’s Internal Audit division at 512-463-7978 or Nicole.Campbell@twdb.texas.gov.

5.14 CONFLICT OF INTEREST

A Respondent will not be selected if there is a conflict of interest that will or may arise during the performance of its obligations under any Contract resulting from this Solicitation.

For this reason, the submission in response to this RFQ must disclose all business interests and all relationships that could be considered to pose possible conflicts of interest in Respondent’s performance of the contract obligations. In addition, respondents must represent and warrant in the response to this RFQ and in the Contract that in the performance of services under the Contract, (1) Respondent does not have and will not have any actual or potential conflict of interest, and (2) Respondent will take whatever reasonable actions may be necessary and prudent to avoid even the appearance of impropriety.

5.15 RIGHT TO AUDIT

The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under a contract or indirectly through a subcontract under the Contract.

The acceptance of funds under a contract or subcontract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit.

5.16 CONTRACT ADMINISTRATION

TWDB will designate a project manager for the Contract. The project manager will serve as the point of contact between TWDB and the selected Contractor(s). TWDB project manager will supervise TWDB's review of Contractor’s technical work, deliverables, draft reports, final report, payment requests, schedules, financial and budget administration, and similar matters. The project manager does not have any express or implied authority to vary the terms of the Contract, amend the Contract in any way, or waive strict performance of the terms or conditions of the Contract.

5.17 CONTRACT AMENDMENT/TERMINATION

Any contract resulting from this Solicitation may be altered or amended by mutual written consent or terminated by the Executive Administrator at any time by written notice to mailto:Nicole.Campbell@twdb.texas.gov

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Contractor. Upon receipt of such termination notice, Contractor must, unless the notice directs otherwise, immediately discontinue all work in connection with the performance of the Contract and promptly cancel all existing orders chargeable to the Contract. Contractor must submit a statement showing in detail the work performed under the Contract to the date of termination. TWDB will pay Contractor for the work performed under the Contract, less all payments that have been previously made. Thereupon, copies of all work accomplished under the Contract must be delivered to TWDB.

5.18 STOP WORK ORDER

The Executive Administrator may issue a Stop Work Order to the Contractor at any time. Upon receipt of such order, Contractor must discontinue all work under the Contract and cancel all orders pursuant to the Contract, unless the order directs otherwise. If the Executive Administrator does not issue a Restart Order within 60 days after Contractor of the Stop Work Order, the Contract is terminated in accordance with the foregoing provisions.

5.19 DISASTER RECOVERY PLAN Upon request of TWDB, Respondent must provide descriptions of its business continuity and disaster recovery plans.

5.20 DEFAULT

If Contractor is found to be in default under any provision of the Contract, TWDB may cancel the Contract without notice and either re-solicit or award the Contract to the next best responsive and responsible Respondent. In the event of abandonment or default, Contractor will be responsible for paying damages to TWDB, including but not limited to re-procurement costs, and any consequential damages to the State of Texas or TWDB resulting from Contractor’s non-performance. The defaulting contractor will not be considered in the re-solicitation and may not be considered in future solicitations for the same type of work unless the specification or scope of work is significantly changed.

5.21 FORCE MAJEURE

Neither Respondent nor TWDB will be liable to the other for any delay in or failure of performance of any requirement included in the Contract caused by force majeure. The existence of such causes of delay or failure will extend the period of performance until after the causes of delay or failure have been removed, provided the non-performing party exercises all reasonable due diligence to perform. Force majeure is defined as acts of God, war, fires, explosions, hurricanes, floods, failure of transportation, or other causes that are beyond the reasonable control of either party and that by exercise of due foresight such party could not reasonably have been expected to avoid, and which, by the exercise of all reasonable due diligence, such party is unable to overcome.

5.22 OWNERSHIP/INTELLECTUAL PROPERTY, INCLUDING RIGHTS TO DATA,

DOCUMENTS AND COMPUTER SOFTWARE

For the purposes of the Contract, the term “Work” is defined as all reports, statistical analyses, work papers, work products, materials, approaches, designs, specifications, systems, documentation, methodologies, concepts, research, materials, and intellectual property or other property developed, produced, or generated in connection with the

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Contract. All work performed pursuant to the Contract is made the exclusive property of TWDB. All right, title, and interest in said property will vest in TWDB upon creation and will be deemed to be a work for hire and made in the course of the services rendered pursuant to the Contract. To the extent that title to any such work may not, by operation of law, vest in TWDB, or such work may not be considered a work made for hire, all rights, title, and interest therein are hereby irrevocably assigned to TWDB. TWDB has the right to obtain and to hold in its name any and all patents, copyrights, registrations, or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof.

Contractor must give TWDB and/or the state of Texas, as well as any person designated by TWDB and/or the state of Texas, all assistance required to perfect the rights defined herein without any charge or expense beyond those amounts payable to Contractor for the services rendered under the Contract.

Contractor must maintain and retain supporting fiscal and any other documents relevant to showing that any payments under the Contract were expended in accordance with the laws and regulations of the state of Texas, including but not limited to, requirements of the Comptroller of the state of Texas and the State Auditor. Contractor must maintain all such documents and other records relating to the Contract and the State’s property for a period of four (4) years after the date of submission of the final invoices or until a resolution of all billing questions, whichever is later. Contractor must make available at reasonable times, upon reasonable notice, and for reasonable periods, all documents and other information related to the “Work” as defined as work products developed by Contractor and subcontractor using funds provided under the Contract or otherwise rendered in or related to the performance in whole or part of the Contract, including but not limited to reports, drafts of reports, or other material, data, drawings, studies, analyses, notes, plans, computer programs and codes, or other work products, whether final or intermediate. Contractor and any subcontractor(s) must provide the State Auditor with any information that the State Auditor deems relevant to any investigation or audit. Contractor must retain all work and other supporting documents pertaining to the Contract, for purposes of inspecting, monitoring, auditing, or evaluating by the TWDB and any authorized agency of the state of Texas, including an investigation or audit by the State Auditor.

The contractor must cooperate with any authorized agents of the state of Texas and must provide them with prompt access to all such State’s work as requested. Contractor’s failure to comply with this Section will constitute a material breach of the Contract and will authorize TWDB and the State of Texas to immediately assess appropriate damages for such failure. Pursuant to Texas Government Code § 2262.003, the acceptance of funds by Contractor or any other entity or person directly under the Contract, or indirectly through a subcontract under the Contract, constitutes acceptance of the authority of the State Auditor to conduct an audit or investigation in connection with those funds.

5.23 DRUG-FREE WORKPLACE POLICY

Contractor must comply with the applicable provisions of the Drug-Free Workplace Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 et seq.) and maintain a drug-free work environment. The final rule detailing requirements for drug-free workplace

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(grants) issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference, and Contractor must comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued.

5.24 FALSE STATEMENTS

If Respondent signs its bid or response with a false statement or it is subsequently determined that Respondent has violated any of the representations, guarantees, warranties, certifications, or affirmations included in its bid or response, Respondent will be in default under the Contract and TWDB may terminate or void the Contract.

5.25 INSURANCE AND OTHER SECURITY

Respondent represents and warrants that it will obtain and maintain for the term of any contract resulting from this Solicitation all insurance coverage required to ensure proper fulfillment of the Contract and its liabilities thereunder, including but not limited to professional liability coverage in a minimum amount equal to the dollar value of the Contract award. Respondent must insure any of its motor vehicles used to fulfill its duties under the Contract and ensure that its subcontractors do the same.

Respondent represents and warrants that all the above coverage will be with companies licensed in the state of Texas, with “A” rating from A.M. Best, and authorized to provide the corresponding coverage. Respondent represents and warrants that it will maintain the above insurance coverage during the term of any contract resulting from this Solicitation and will provide TWDB with an executed copy of the policies immediately upon request.

5.26 ORDER PRECEDENCE

In the event of conflicts or inconsistencies between the Contract and its exhibits or attachments, such conflicts or inconsistencies will be resolved by reference to the documents in the following order of priority: Signed Contract (or Notice of Award), Attachments to the Contract (or Notice of Award), Request for Qualifications, and Respondent’s Response to Request for Qualifications.

5.27 PUBLIC DISCLOSURE

No public disclosures or news releases pertaining to the Contract may be made without prior written approval of TWDB.

5.28 TAXES

Respondent represents and warrants that it will pay all taxes or similar amounts associated with any contract resulting from this Solicitation, including but not limited to any federal, state, or local income, sales or excise taxes of Respondent or its employees. TWDB will not be liable for any taxes resulting from the Contract.

5.29 INTERESTED PARTIES

When applicable, all non-governmental contractors are required to submit a Certificate of Interested Parties at the time the signed Contract is submitted to TWDB. The Certificate of Interested Parties (Form 1295) is a sworn statement by the contracting business entity and

580-24-RFQ-0010 Page 21 of 27 must be submitted even if there is no interested party in the transaction. The Form 1295 and instructions for completing and submitting the form are available at: https://www.ethics.state.tx.us/filinginfo/1295/.