ESBD_File_349137_1_Part A 946M4 Charge Cards.pdf

Solicitation No. 304T-24-946M4 Page A1

TEXAS COMPTROLLER OF PUBLIC ACCOUNTS

STATEWIDE PROCUREMENT DIVISION

REQUEST FOR PROPOSALS

Charge Cards

RFP No. 304T-24-946M4

NIGP CLASS-ITEMS

946-35 946-70

SCHEDULE OF EVENTS

ESBD Posting Date 2/9/2024 Pre-Proposal Conference Date and Time 2/22/2024 at 2:22 pm Central Time Questions Submission Deadline Date 2/27/2024 Response to Questions through Addendum Date, or as soon thereafter as practical 3/1/2024

RESPONSE DUE DATE 3/25/2024

RESPONSE DUE TIME 1:30 pm Central Time in Austin TX

**NOTE** This Solicitation is composed of two parts: (1) Part A: Special Instructions, (including attachments and appendices, if any) and (2) Part B: General Instructions and Contract Terms and Conditions (including attachments and appendices, if any). In the event an instruction or term in Part A conflicts with an instruction or term in Part B, the instruction or term in Part A prevails, and any addenda or amendments to either Part A or Part B control over the original versions.

Page A2

SUBMISSION CHECKLIST

COMMUNICATIONS WITH ANYONE OTHER THAN THE POINT OF CONTACT LISTED

IN SECTION A.12.4 MAY RESULT IN DISQUALIFICATION OF A RESPONSE.

CPA will disqualify any response received without the required documentation identified below.

ATTACHMENT A - EXECUTION OF RESPONSE

MANDATORY PRICE SHEET

CPA may disqualify any response received without the required documentation identified below.

IDENTIFICATION OF CLAIMED CONFIDENTIAL/PROPRIETARY INFORMATION, if any

ATTACHMENT B - RESPONDENT INFORMATION

ATTACHMENT C - PREFERENCES

ATTACHMENT D - INSURANCE STATEMENT OF INTENT

IDENTIFICATION OF ALL EXCEPTIONS AND ASSUMPTIONS to terms of this Solicitation or Contract, if any

CONFLICT OF INTEREST DISCLOSURE, if applicable – Reference Part B.1.1.

PROPOSAL SOLUTIONS

SIGNED COPIES OF ALL ADDENDA to this Solicitation, if any

REFERENCE SECTION A.17 AND SECTION A.18 FOR SUBMISSION REQUIREMENTS

Page A3

PART A: SPECIAL INSTRUCTIONS

Table of Contents

A.1 DEFINITIONS

A.2 DESCRIPTION

A.3 TERM OF THE CONTRACT

A.4 PRICING

A.4.1 TARIFFS

A.5 INSURANCE

A.6 BACKGROUND QUALIFICATIONS

A.6.1 RESPONDENT QUALIFICATIONS

A.6.2 CONTRACT VOLUME

A.7 CONTRACTOR RESPONSIBILITIES

A.7.1 COMMUNICATION

A.7.2 CONTINGENCY PLAN

A.8 CARD ADMINISTRATION

A.8.1 CUSTOMER IDENTIFICATION AND VERIFICATION

A.8.2 DELIVERY OF CARDS

A.8.3 REPLACEMENT OF CARDS

A.8.4 CANCELLATION OF CARDS

A.9 BILLING AND PAYMENTS

A.9.1 BILLING

A.9.2 PAYMENTS

A.10 REPORTING

A.10.1 CONTRACT REPORTING REQUIREMENTS

A.10.2 SECURITY AUDIT REPORTING

A.10.3 QUARTERLY MEETINGS

A.10.4 STATEWIDE CONTRACT DEVELOPMENT REPORTING

A.11 AUDITS, DATA AND RECORD OWNERSHIP

A.11.1 THIRD PARTY AUDITS

A.11.2 OWNERSHIP OF RECORDS AND DATA

A.12 RESPONSE INFORMATION

A.12.1 SCHEDULE OF EVENTS

A.12.2 SOLICITATION ADDENDA

A.12.3 QUESTIONS AND ANSWERS

A.12.4 POINTS OF CONTACT

A.12.5 PRE-PROPOSAL CONFERENCE

A.12.6 DOCUMENTS AND ATTACHMENTS INCLUDED WITH THIS SOLICITATION

A.13 HUB SUBCONTRACTING PLAN

A.14 DISCLOSURE OF INTERESTED PARTIES

A.15 EVALUATION OF RESPONSE

A.15.1 RESPONSIVENESS

A.15.2 RISK OF NON-PERFORMANCE

A.15.3 EVALUATION PROCESS

A.15.4 EVALUATION FACTORS

A.15.5 PROPOSED SOLUTIONS

A.16 AWARDS

A.16.1 AWARD APPROACH

Page A4

A.16.2 NON-AWARD

A.16.3 AWARD NOTICE

A.17 ORGANIZATION OF THE RESPONSE FOR SUBMISSION

A.17.1 CONFIDENTIAL/PROPRIETARY INFORMATION

A.17.2 ATTACHMENT A - EXECUTION OF RESPONSE

A.17.3 ATTACHMENT B - RESPONDENT INFORMATION

A.17.4 ATTACHMENT C - PREFERENCES

A.17.5 ATTACHMENT D – INSURANCE STATEMENT OF INTENT

A.17.6 PROPOSED SOLUTIONS

A.17.7 MANDATORY PRICE SHEET

A.17.8 NEGOTIATIONS, ASSUMPTIONS, AND EXCEPTIONS

A.17.9 SIGNED ADDENDA TO SOLICITATION

A.18 SUBMITTING THE RESPONSE TO CPA

A.18.1 ELECTRONIC SUBMISSION (PREFERRED)

A.18.2 HARD COPY SUBMISSION

Page A5

A.1 DEFINITIONS

In this Contract, the following terms and acronyms have the meaning set forth below.

TERM DEFINITION

Automated Clearing House

(ACH)

Nationwide electronic funds transfer network which processes electronically originated credit and debit transfers for participating financial institutions.

Authorized VCA User

An eligible Customer employee designated by Customer’s Program Administrator to request the issuance of a Transaction Account Number for use in Customer’s Virtual Card Account Program.

Basis Points Unit of measure for incentive share/rebate rates. One basis point is equal to 1/100th of 1% or 0.01% or 0.0001.

Central Billed Account (CBA)

An account to which official state business charges or reimbursable official state business travel charges may be charged, that bills directly to Customer. Charges to a CBA are the responsibility of Customer.

CCD+ Cash Concentration or Disbursement plus Addenda

Company Number

An “umbrella” number that defines a distinct group of card members within an organization and is assigned by Contractor. All card numbers are organized into company numbers.

Contract Any Contract resulting from this Solicitation, consisting of the Contract documentation as provided in Section B.3.2.

Contractor Any Respondent awarded a Contract based on this Solicitation.

Corporate Liability Individual Billed Account

(CLIBA)

An account to which reimbursable official state business travel charges may be charged, established for a Customer that is issued and billed to an authorized individual/employee or department. Charges to a CLIBA are the responsibility of the state agency, SmartBuy member or institution of higher education.

CPA The Texas Comptroller of Public Accounts, the state agency issuing this Solicitation.

Credit Loss A canceled account with an unpaid balance determined to be uncollected by Contractor.

CTX Corporate Trade Exchange

Customer State of Texas agencies, institutions of higher education, and cooperative purchasing members, including CPA, that are required or permitted by law to purchase goods and services under contracts established by CPA.

Customer Data Information in the possession of Customer under this Contract that is processed, stored or transmitted electronically. And includes, but is not limited to, all data generated by Contractor in performance of this Contract with CPA.

Customer Information System

Devices, software, networks, and related infrastructure that Customer owns, operates or has obtained for use to conduct Customer business. Devices include but are not limited to, Customer owned or managed storage, processing and communications devices as well as personally owned devices.

Dedicated Full time employee who does not have any other duties or customers other than those participating in this Contract.

Designated Employee who does have other duties or customers other than those participating in this Contract, but their primary responsibility is the Customers under this Contract.

ESBD The Electronic State Business Daily, which is available online at http://www.txsmartbuy.com/esbd http://www.txsmartbuy.com/esbd

Page A6

Fiscal Year

(FY)

A period of 12 consecutive months, beginning September 1 of each year and ending August 31 of the next year.

FOB

Destination

The Contractor retains the risk of loss until the goods reach the Customer, and the Contractor bears all shipping costs.

Individual Billed Account

(IBA)

An account assigned to a state agency or institution of higher education employee to which only official state business travel charges can be charged, and the individual assumes liability for all charges.

Level One (1) Data

Purchase amount, authorization reference number, transaction/posting date, supplier name/location and merchant category code.

Level Two (2) Data

Purchase ID (UPC code)/customer-defined accounting code, sales tax information, 1099 status, Historically Underutilized Business (HUB) status, plus all Level I Data

Level Three (3) Data

Purchase item descriptions, item product codes, unit costs, quantity of gallons and units of measurement, plus all Level I and Level II Data.

Official State Business Travel

The travel undertaken by a Customer official or employee to conduct official business or to represent the entity in an official capacity when travel is paid by the Customer or employee.

Party or Parties Either CPA or Respondent, separately or collectively.

Program Administrator

(PA)

Customer’s employee who administers the internal card program(s) for Customer.

Rebate

The percentage of money earned by a Customer when using a payment card as a method of payment. The Rebate returns a set portion of the fee paid by the merchant when the merchant accepts a payment card as a method of payment.

This charge is included in the price of the goods and services, regardless of the method of payment.

Respondent Any person who submits a Response to this Solicitation.

Response A bid or proposal submitted to CPA in response to this Solicitation.

Retail Spending Charges made at a merchant that is not classified as a provider of travel services.

Solicitation This document, along with all other documents incorporated in this document and posted to the ESBD, soliciting responses for the proposed commodities and services.

Split Charge The act of splitting (dividing) a single and full amount of charge or payment in two or more transactions.

Strip Billing Removing certain types of charges from an individual corporate account and placing them on a central billing account.

Transaction Account Number

A unique number that an Authorized VCA User may request that is associated with a Virtual Card Account set up by a designated Program Administrator. An Authorized VCA User can provide a Transaction Account Number to a merchant for the purpose of completing one transaction.

Travel Card Card used by organizations and their employees for travel expenses. Also referred to as a Corporate Card.

Travel Service Services of airlines, rental vehicle companies, lodging establishments, restaurants, travel agencies, and other related travel industry establishments.

Virtual Card Account (VCA)

One time use cardless account number set up by Customer’s Program Administrator(s) that allows Authorized VCA Users to request the issuance of unique Transaction Account Numbers to settle transactions with merchants.

Page A7

A.2 DESCRIPTION

The Statewide Procurement Division (SPD), a division of CPA, requests sealed responses for commercial procurement and travel card services and retail fuel card services that include fuel, minor maintenance and roadside assistance, to be used by Customers.

Reference Attachment E – Requirements and Specifications for Commercial Charge Card Services, Attachment F – Requirements and Specifications for Retail Fuel Cards Services and Exhibit 1 - Historical Card Usage.

A.3 TERM OF THE CONTRACT

The initial term of this Contract commences on the effective date set out in a Notice of Award issued by CPA and automatically expires on March 31, 2027.

1st Renewal Option: April 1, 2027, through March 31, 2028 2nd Renewal Option: April 1, 2028, through March 31, 2029 3rd Renewal Option:

4th Renewal Option:

April 1, 2029, through March 31, 2030 April 1, 2030, up to one (1) additional year

CPA may unilaterally renew the Contract.

A.4 PRICING

All services must be provided at no cost to CPA or Customers. Proposed rebates or discounts offered to the State on the Mandatory Price Sheet must be considered Respondent’s most favored customer pricing. The amount of the annual rebate will be considered for purposes of evaluation. CPA reserves the right to negotiate pricing.

If a Contractor provides a decrease in price or an increase in rebates to any customer for the same services, under the same terms and conditions, Contractor must provide the same decrease in price or increase in rebates for CPA and its Customers.

Respondent must complete and return the Mandatory Price Sheet, including the proposed rebate schedule(s). These proposed rebates, and all discounts and incentives, must be fixed for the life of the Contract.

Respondent may also propose for CPA’s consideration a mechanism by which the rebate percentage would adjust based on the movement of a verifiable, industry applicable, widely recognized, United States based index such as the Federal Funds rate. The index proposed must be published by a third-party source such as the Federal Reserve or the Wall Street Journal and be publicly accessible. The rebate, discounts, and incentives may not adjust more frequently than semi-annually, and the mechanism proposed must include a base rate which the rebate structure may never drop below. CPA at its sole discretion may accept, reject, or negotiate the proposed rebate adjustment mechanism.

For Line 2 Only: Retail Fuel Card Services, the state requires a “retail minus” pricing methodology.

The pricing model is based on the retail price of fuel less Customer tax exemptions and agreed upon contracted rebate.

Fuel purchases by Customers are exempt from federal motor fuel excise tax. In addition, per Sections 162.104(a) and 162.204(a) of the Texas Tax Code, certain Customers are exempt from State of Texas

Page A8 taxes for gasoline and diesel fuel purchases. Taxes imposed by other states may apply on purchases within their jurisdictions. Contractor shall determine which tax exemptions apply to each Customer’s purchases, apply for tax exempt status for such purchases and the Customer’s invoice shall reflect the fuel cost less said taxes.

Contractor must execute or obtain any and all documents and permissions necessary to obtain refunds of federal motor fuel excise taxes paid by Customers through use of the retail fuel card, in compliance with the requirements of IRS Publication 510 (“Excise Taxes (Including Fuel Tax Credits and Refunds”, revised January 2016).

A.4.1 Tariffs

The parties may agree to adjust prices periodically to reflect changes in tariffs implemented after the Response Due Date that affect the cost of supplying goods under this Contract. Any existing tariffs at the time of the response should be considered as part of the response price. To request a price increase related to tariffs, Contractor must provide documentation that includes the effective date, amount, and scope of the tariffs. Contractor must demonstrate with specificity the effect of tariffs on its necessary and reasonable cost of supplying goods under this Contract, including its commercial reasons for using a source subject to tariffs. Any adjustment is at CPA’s sole discretion. If CPA grants an adjustment related to tariffs, Contractor shall monitor tariff levels and notify CPA within five business days of any reduction or repeal. CPA may reduce or retract a tariff adjustment it has granted at any time by notifying the Contractor of the new prices.

A.5 INSURANCE

The Response must include a statement that Respondent intends to obtain and maintain for the term of the Contract (and any renewal periods or additional extensions) the minimum insurance coverage specified in the table below. The Response should also describe other insurance coverage maintained by Respondent in the ordinary course of business and provide proof of same in its Response. If Respondent’s normal and customary insurance coverage exceeds the minimum required amounts in this Solicitation, the Contract will require those normal and customary types and amounts of coverage.

Proof of insurance may be provided in the form of current certificates of insurance.

Respondent may propose alternate insurance amounts or coverages in the form of an exception. See Section A.17.8. If CPA rejects the exception, the Respondent shall obtain the minimum coverage listed.

Any subcontractor performing work under this Contract must meet the same minimum insurance requirements. Contractor shall ensure its subcontractors’ compliance with all requirements.

Page A9

Minimum Required Amounts of Insurance Coverage Type of Insurance Each Occurrence/Aggregate Commercial General Liability (Occurrence based) Required types of coverage: Blanket, Broad Form Property Damage, Premises and Operations Hazards, Products and Completed Operations Hazards, Independent Contractor’s, and Contractual Liability

Bodily Injury and Property Damage $2,000,000 Each Occurrence Limit $2,000,000 Aggregate Limit $2,000,000 Products/Completed Operations Aggregate Limit $1,000,000 Personal Injury and Advertising Liability

Automobile Liability All Owned, Hired and Non-Owned Vehicles (Required if the Contractor owns vehicles or uses vehicles to perform the Contract)

$500,000 Combined Single Limit (for each accident)

Workers’ Compensation (Required if the Contractor has one or more employees)

Statutory Limits

Employer’s Liability Bodily Injury by Accident Bodily Injury by Disease Bodily Injury by Disease

$1,000,000 Each Accident $1,000,000 Each Employee $1,000,000 Policy Limit

Umbrella or Excess Liability

$10,000,000 of additional coverage (either Umbrella or Excess Liability) for all liability policies required for this Contract (excluding Workers’ Compensation insurance)

Cyber and Privacy Insurance $20,000,000 Each Occurrence

Crime Insurance $ 1,000,000 Each Occurrence

Additional Insurance

Additional insurance and related provisions may be required by Customer depending on Customer’s particular circumstances.

Customer will identify any additional insurance requirements when placing a purchase order

Page A10

All required insurance policies must be issued from a company or companies with a Financial Strength Rating of “A-” or better and a Financial Size Category of VIII or larger from AM Best. CPA may consider other sources of information and reserves the right to determine whether an insurer is acceptable in its sole discretion.

All insurance policies must be issued by companies authorized to do business under the laws of the State of Texas and in a form satisfactory to CPA. Except as specified below, all insurance policies must:

(1) be written on a primary and non-contributory basis;

(2) name the state of Texas as a certificate holder on all certificates of insurance;

(3) name the state of Texas, its officers and employees as additional insureds on all policies other than workers’ compensation and professional liability; and

(4) include a waiver of subrogation in favor of the state of Texas, its officers and employees for bodily injury (including death), property damage or any other loss arising from this Contract or any purchase order.

Within five business days of receiving the Notice of Award, Contractor shall submit current certificates of insurance to CPA. Notices will be sent to spd.cmo@cpa.texas.gov. Failure to submit acceptable proof of insurance may result in termination. Contractor shall maintain the required insurance throughout the Contract.

Contractor must disclose on its insurance certificate whether any of the coverage required under the Contract is being satisfied with a Self-Insured Retention (SIR) and list the amount of the SIR.

Contractor must obtain CPA’s prior approval of an SIR in excess of $10,000, and provide any documentation requested by SPD.

Contractor shall:

(1) provide written documentation to Statewide Contract Management (SCM) by email at spd.cmo@cpa.texas.gov at least 30 calendar days prior to any cancellation, non-renewal, or material change of a required policy; and

(2) ensure all insurance policies and certificates of insurance for required coverage are written to include all products, services, and locations related to Contractor’s performance under the Contract; and

(3) deliver proof of all renewal policies prior to any expiration of a required policy to SCM by email at spd.cmo@cpa.texas.gov. All renewal policies and corresponding certificates of insurance must meet all terms set forth in the Contract.

Contractor must ensure that all provisions of the Contract concerning liability, duty, and standard of care, together with the indemnification provision, are underwritten by contractual liability coverage sufficient to include such Contractor’s obligations under the Contract.

A.6 BACKGROUND QUALIFICATIONS

A.6.1 Respondent Qualifications Respondent must meet the following minimum qualifications for Line 1: Commercial Card Services

A. Have a minimum of five full years of experience as a commercial charge card service provider for procurement and travel purchases.

mailto:spd.cmo@cpa.texas.gov

Page A11

B. Have a minimum of 10 active institutional customers, including both public and private sector clients, with a minimum dollar amount of 100 million dollars annual spend each.

C. Provide Mastercard or Visa with worldwide merchant acceptance.

Respondent must meet the following minimum qualifications for Line 2: Retail Fuel Card Services A. Have a minimum of five full years as a retail fuel card service provider.

B. Have a minimum of 25 active customers, including both public and private sector clients, with a minimum dollar amount of 20 million dollars annual spend each.

C. Provide Mastercard or Visa with worldwide merchant acceptance.

A.6.2 Contract Volume

CPA does not guarantee a specific volume of annual spend throughout the term of the Contract. No minimum compensation to Contractor is guaranteed. Annual spend indicated for each line on the Mandatory Price Sheet are estimates only and are based upon previous usage for a one-year period.

These estimates should not be construed as a minimum or a maximum amount.

A.7 CONTRACTOR RESPONSIBILITIES

A.7.1 Communication

Contractor shall notify and route all information and communication that would materially affect the Contract through CPA for review and approval before releasing to Customer(s).

A.7.2 Contingency Plan

Contractor shall have an established contingency plan that outlines procedures Contractor will implement to fulfill all requirements of the Contract in case of fire, theft, natural disaster, technical difficulty, work-force problems, abnormal transaction volume, or other disruption of business. The contingency plan shall be available and submitted to CPA upon request.

A.8 CARD ADMINISTRATION

A.8.1 Customer Identification and Verification

Contractor may only provide services to:

• State Agencies;

• Institutions of Higher Education; and

• Current Texas SmartBuy Members

At a minimum, semi-annually and upon request by CPA, Contractor must notify Contract Management of Customers that are not listed above.

A.8.2 Delivery of Cards

Customer and Contractor shall coordinate the delivery of all cards, individually or grouped. Customers may request card(s) be delivered worldwide. Contractor shall ship FOB Destination, freight prepaid and tracking number provided.

Customer(s) may request overnight delivery at no additional cost.

Page A12

A.8.3 Replacement of Cards

Contractor must provide emergency replacement of a reported lost or stolen card(s) within 48 hours of notification. A non-emergency replacement card(s) must be provided in no more than five (5) calendar days.

A.8.4 Cancellation of Cards

Customers shall be able to immediately cancel cards. A cancellation shall be requested only by individuals designated by Customer via written, or email communication to Contractor or through Contractor’s Program System. All verbal cancellations shall be verified in writing. Upon cancellation request, Customer is not liable for any charges incurred thereafter on the card.

A.9 BILLING AND PAYMENTS

A.9.1 Billing

Contractor shall bill Customers, at a minimum, on a monthly basis. Contractor may, upon request of a Customer, bill more frequently. The statement must be available either electronically or in paper format as requested by Customer; however, both types must be identical. Downloadable electronic statements shall be available in a form that cannot be edited, such as Adobe Portable Document Format

(PDF).

Contractor shall assist Customer in disputing any charges in violation of merchant card association rules and in reporting violations to the appropriate merchant card association.

The State of Texas requires that all fees to the State be waived including, but not limited to, account establishment, monthly percentage, late payment, transaction, reporting, training, audit and methodology assessment fees that apply. No fees shall be assessed regardless of activity on the account.

Written definitions of merchant category/industry codes by which participating merchants are classified must be provided by Contractor during the implementation period.

Contractor shall remedy incorrect payments received from Customer no more than three business days after notification is received from Customer. Contractor shall correct any errors in accordance with the Fair Credit Billing Act, reference §1666.

All credit refunds must be made to the payment card account within 24 hours of receiving merchant credit and not in cash.

The State of Texas or Customer may withhold payment for defective goods or services in accordance with the Fair Credit Billing Act.

A.9.2 Payments

Timeliness of Payments: Payments for CBA, CLIBA and the VCA Program will be made by Customer in accordance with the Texas Prompt Payment law, Texas Government Code, Subtitle F, Chapter 2251.

Customer will incur no penalty for late payment if made within thirty (30) or fewer days from receipt of invoice.

https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2251.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2251.htm

Page A13

Payments may be made earlier than thirty (30) days when Customer determines that it is most cost effective. In accordance with the Texas Prompt Payment law, Texas Government Code Subtitle F, Chapter 2251.382, Customer must use CPA’s Discount Cost Effectiveness Calculator (https://fmx.cpa.texas.gov/fmx/purchase/disccalc/) in making that determination.

Receipt of Payments: Contractor shall accept payment through an electronic funds transfer (EFT) as established at the request of CPA. Payments may be made directly to Contractor or to any bank account established by Contractor to receive payments from the State.

Contractor shall accept electronic payment from all Customers. As Customers have different accounting systems, some Customers may not be able to send electronic payments with all 16-digit billing account numbers. Contractor must be able to correctly post electronic payments without receiving all 16-digit billing account numbers to the correct Customer’s CBA, CLIBA or VCA.

Contractor must have a separate account set up for interest paid as per the Texas Prompt Payment law, Texas Government Code Subtitle F, Chapter 2251.

Customer must ensure that electronic payments from Customer transmittals contain all addenda information provided with those payments. Remittance information shall be included with the ACH electronic payment transaction using ACH addenda records. Either CCD+ or CTX formats may be used.

Delinquent Payments: Respondent shall have a process to collect delinquent payment card accounts, central billed accounts and individual billed accounts in accordance with applicable laws and regulations. Contractor shall notify CPA’s Contract Manager of delinquent accounts and provide any additional information requested.

A.10 REPORTING

A.10.1 Contract Reporting Requirements

By the 10th day of every calendar month, Contractor must report the past month’s Contract transactions to Statewide Contract Management at tcmo.reporting@cpa.texas.gov in the format prescribed by CPA.

CPA reserves the right to modify contract reporting requirements at its sole discretion in order to meet the evolving needs of CPA and its Customers. If the Contractor fails to submit reports, falsifies reports, or fails to submit reports in a timely manner, CPA may terminate or cancel the Contract pursuant to Part B, Section B.3.5.

A.10.2 Security Audit Reporting

Contractor shall submit quarterly audit reports to the CPA Contract Manager beginning the 15th calendar day of the next quarter of the fiscal year. It should document vulnerabilities found in security and fraud management controls. CPA’s Information Security Division may review the reports, require safeguards, and monitor effectiveness of Contractor’s security practices.

A.10.3 Quarterly Meetings

Contractor will meet quarterly, or as requested, with CPA to review contract performance. CPA may advise Contractor of ongoing concerns or issues. Within five business days, Contractor shall develop a written plan for resolution. Prior to implementing a plan, Contractor must receive written approval by

CPA.

https://fmx.cpa.texas.gov/fmx/purchase/disccalc/ mailto:tcmo.reporting@cpa.texas.gov

Page A14

A.10.4 Statewide Contract Development Reporting

Contractor shall provide any information requested by CPA to develop future solicitations and facilitate the transition to potential future contractors in a format acceptable to the CPA within 14 calendar days of the request.

A.11 AUDITS, DATA AND RECORD OWNERSHIP

A.11.1 Third Party Audits

In cases of suspected Contractor non-compliance, CPA reserves the right to request an independent third-party audit at Contractor’s expense. The audit will include, but not limited to, revenue sharing and compliance with Contract terms and conditions. Contractor will be required to accept and resolve audit findings. This section is independent of audit requirements in Section B.5.2.

A.11.2 Ownership of Records and Data

All records, reports, custom programs, and data are property of the state. When the Contract ends or upon request, Contractor shall provide CPA all records, documents, accounts, files and materials developed by Contractor on behalf of the state.

A.11.3 Data Management

Contractor shall never sell or distribute a list of Customers or cardholders, their addresses or any information to any person or entity for any purpose.

A.12 RESPONSE INFORMATION

A.12.1 Schedule of Events

Respondent must submit its Response to CPA before the due date and time indicated on the cover page. CPA may revise this schedule by issuing an addendum on the ESBD.

A.12.2 Solicitation Addenda

CPA will post any addendum to this solicitation on the ESBD. Respondents are responsible for checking the ESBD for addenda prior to submitting a Response. Respondent’s failure to check the ESBD does not release it from the requirements of any addenda nor permit it to modify or withdraw its Response after Response opening.

Respondent must acknowledge each Solicitation addendum by returning a signed copy of the addendum with its Response.

A.12.3 Questions and Answers

Respondents must send all questions regarding this Solicitation to the CPA Points of Contact identified in Section A.12.4 by the due date in the Schedule of Events on the cover page. Respondents must reference the relevant Solicitation page and section number in each question. CPA’s responses to questions will be posted to the ESBD.

Page A15

Respondents must notify CPA of any error or ambiguity in the Solicitation by submitting a question. If Respondent fails to notify CPA of an error or ambiguity, Respondent (1) waives any claim for money, time, or other relief based on that error or omission, and (2) agrees to accept any reasonable interpretation of the allegedly erroneous or ambiguous provisions by CPA.

All questions submitted to CPA should include the identity of the sender, the sender’s title, company name, telephone number, and email address, as applicable.

Only answers that CPA provides in writing are official. Information in any form other than the materials constituting this Solicitation, the Question-and-Answer Document, and any Solicitation addendum is not binding on CPA.

Minor questions for which the answer will not affect the interpretation of the Solicitation or change the contents of a Response (for example, a question regarding delivery of a sealed Response) may be answered orally or by email by CPA.

A.12.4 Points of Contact

Respondents must direct all communications concerning this Solicitation to the Points of Contact listed below. Respondents may not contact other CPA or agency personnel or any Customer regarding this Solicitation, unless instructed to do so in writing by the CPA Point of Contact. Communicating with anyone other than the Points of Contact may result in disqualification of a Response.

Responses may not be submitted to the CPA Points of Contact. Follow the instructions for Response submission in Sections A.17 and A.18.

Primary Point of Contact - CPA Contract Specialist Christy Ferro, CTCD, CTCM 512-936-8454 Email: christy.ferro@cpa.texas.gov

Secondary Point of Contact Statewide Contract Development (SCD) Email: spd.contractdev@cpa.texas.gov

If no response is received from the primary point of contact within one business day, Respondent may contact SCD at the email address listed above.

After Contract award, all communications relating to the Contract must be submitted to Statewide Contract Management at spd.cmo@cpa.texas.gov.

A.12.5 Pre-Proposal Conference

The Pre-Proposal Conference is scheduled for the date and time listed in the Schedule of Events on the cover page. The location of the conference is:

Microsoft Teams Meeting:

Join on your computer, mobile app or room device Click here to join the meeting mailto:christy.ferro@cpa.texas.gov mailto:spd.contractdev@cpa.texas.gov https://gcc02.safelinks.protection.outlook.com/ap/t-59584e83/?url=https%3A%2F%2Fteams.microsoft.com%2Fl%2Fmeetup-join%2F19%253ameeting_YjQ2ZWRkMjctNTg4YS00NGI1LWFhMTItZjdhMjkxMzVjMWU4%2540thread.v2%2F0%3Fcontext%3D%257b%2522Tid%2522%253a%25222055feba-299d-4d0d-aa5a-73b8b42fef08%2522%252c%2522Oid%2522%253a%252260dab39d-ef87-4f18-b52b-e834d3094f56%2522%257d&data=05%7C02%7CChristy.Ferro%40cpa.texas.gov%7C253e1c855984479236ed08dc29b1bc14%7C2055feba299d4d0daa5a73b8b42fef08%7C0%7C0%7C638431090540427208%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C0%7C%7C%7C&sdata=oPRpong7IIbRWw7NzClvbN87kzTK1aGtqwficYW%2FIZ0%3D&reserved=0

Page A16

The Pre-Proposal Conference is an opportunity for vendors to hear information about the Solicitation and ask questions about the solicitation. While attendance is not mandatory, it is highly encouraged.

A.12.6 Documents and Attachments Included with this Solicitation

The Solicitation package includes the following documents:

1. Part A: Special Instructions (this document)

2. Part B: General Instructions and Contract Terms and Conditions

3. Attachment A - Execution of Response (with authorized signature)

Attachment B - Respondent Information Attachment C - Preferences Attachment D - Insurance Statement of Intent Attachment E – Requirements and Specifications Commercial Charge Card Services Attachment F – Requirements and Specifications Retail Fuel Card Services Attachment G – Schedule of Liquidated Damages

4. Exhibit 1 – Historical Card Usage

5. Mandatory Price Sheet

A.13 HUB SUBCONTRACTING PLAN

CPA has reviewed this solicitation and determined there are no probable subcontracting opportunities.

Therefore, a HUB Subcontracting Plan (HSP) is not required for this solicitation unless a Respondent will use subcontractors. If a Respondent will subcontract any portion of this Contract, the Respondent must submit a completed HSP located at https://comptroller.texas.gov/purchasing/vendor/hub/forms.php, with its Response.

A.14 DISCLOSURE OF INTERESTED PARTIES

If CPA determines that Texas Government Code § 2252.908 may apply to a Contract award, CPA will instruct the Respondent to disclose interested parties to the Texas Ethics Commission (TEC) and CPA.

A Respondent subject to this requirement must (1) complete TEC Form 1295, Certificate of Interested Parties at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm; (2) submit the form online to TEC, (3) print the completed form that includes the Certificate Number automatically assigned by TEC, and (4) submit the form, signed by its authorized agency, by email to CPA.

If a Respondent does not timely submit a completed and signed TEC Form 1295 to CPA, CPA is prohibited by law from executing a contract, even if the potential awardee is otherwise eligible for award. CPA may award the contract to another vendor. CPA may seek appropriate damages for Respondent’s failure to comply with this requirement.

A.15 EVALUATION OF RESPONSE

A.15.1 Responsiveness

CPA may waive minor or immaterial requirements in the submission process. CPA will disqualify any Response that does not conform to the solicitation requirements in any material respect as nonresponsive. For example, failure to sign the Execution of Response (Attachment A), or to return a required HUB subcontracting plan, will result in disqualification.

https://na01.safelinks.protection.outlook.com/?url=https%3A%2F%2Fcomptroller.texas.gov%2Fpurchasing%2Fvendor%2Fhub%2Fforms.php&data=02%7C01%7C%7C23cca4c0388b4d3dc43108d62fb470c8%7C2055feba299d4d0daa5a73b8b42fef08%7C0%7C0%7C636748849367763372&sdata=1W%2BS%2BvP6a01dQHgFV9YBwPv87%2B%2B%2Bs3AyHsIOuKiV618%3D&reserved=0 https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm;

Page A17

A.15.2 Risk of Non-performance

CPA may disqualify a Respondent if there is an unacceptable risk that it will fail to perform the Contract. The Respondent bears the burden of establishing:

• ability, capacity, and skill to perform the contract or provide the service required;

• ability to perform the contract or provide the service promptly, or in the time required, without delay or interference;

• character, responsibility, and integrity;

• current compliance with laws relating to the contract or service;

• sufficient financial resources to perform the contract and provide the service; and

• conformity to all material specifications required in this Solicitation.

CPA may consider any source of information that it deems reliable.

Vendor Performance Data. CPA will consider a vendor’s past performance in compliance with applicable provisions of Texas Government Code, §§ 2155.074, 2155.075, 2156.007, 2157.003, and

2157.125. The following examples indicate poor performance:

• A score of less than a C in the Vendor Performance Tracking System;

• Currently under a corrective action plan for a CPA contract;

• Repeated negative Vendor Performance Reports for the same stated reason;

• A record of repeated non-responsiveness to vendor performance issues; and

• Cancellation of purchase orders in the previous 12 months for non-performance, such as late delivery.

Vendor performance information is located on the CPA web site at:

http://www.txsmartbuy.com/vpts

Vendor Performance may also be used to determine a vendor has sufficient resources and the ability to perform.

Investigations. CPA may examine sources of information including, but not limited to, notices of termination, cure notices, assessments of liquidated damages, litigation, audit reports, and non-renewals of contracts, media reports, press releases, internet searches, or third-party databases. CPA may request additional information from the Respondent. Failure to provide requested information may disqualify the Respondent. Any such investigations shall be at the sole discretion of CPA.

A.15.3 Evaluation Process

CPA will consider best value for the State as directed by Texas Government Code §2156.007 when awarding a Contract to a Respondent.

After confirming background qualifications, reference Section A.6.1, CPA will score qualified Responses and determine the competitive range. CPA may negotiate with vendors in the competitive range, and may seek additional information, including oral presentations and references. CPA reserves the right to award Contracts without any negotiations.

Respondent is strongly encouraged to provide its best price in its Response. CPA makes no guarantee that there will be any opportunity to negotiate or provide alternative pricing during the RFP http://www.txsmartbuy.com/vpts

Page A18 process. CPA may seek additional information and solicit Best and Final Offers (BAFOs) from Respondents in the competitive range.

Evaluation factors, excluding rebates, will be assessed by a panel of evaluators selected by CPA.

CPA will have the final decision on vendor selection and award.

A.15.4 Evaluation Factors

Qualified responses will be evaluated according to the following factors:

Evaluation Criteria: Commercial Charge Card and Retail Fuel Card Services Scoring Rebate - calculated with projected spend 40% Program System (includes Technical Requirements, Security Requirements, Card Security Control and Restrictions) 20%

Service Requirements (includes Customer Service, Card Specifications, Card Issuance, Renewal and Administration) 20%

Training Program 10% Marketing Plan 5% Implementation and Transition 5% Total 100%

CPA reserves the right to conduct studies and other investigations as necessary to evaluate any Response. CPA and its selected evaluators may consider any source of information, including sources identified in A.15.2 above.

A.15.5 Proposed Solutions

For each line item offered, Response should include a maximum of 25 pages, one-sided, addressing in detail how Respondent meets or exceeds the minimum requirements as outlined in Part A, Attachment E – Commercial Card Services and Attachment F – Fuel Card Services. Marketing material is not acceptable.

If proposing an adjustable rate mechanism, reference A.4 Pricing, Respondent may add for CPA’s consideration the mechanism description in a maximum of five pages, one-sided for each line item offered. This is separate from the 25 page Proposed Solution.

Program System: Response shall include a summary of proposed system including reporting capabilities, capacity limits and incident response time. Response should include information on Requirements identified in Attachment E and Attachment F.

Respondent shall submit the system security reviews and audits required and provide a security plan including how improvements in security-related processes and technologies will be implemented into the Contract as they become available.

Respondent should include its plan for card security controls and restrictions to prevent fraud, restricted purchases, monitor card limits and data access.

Service Requirements: The Response shall include how the customer service unit will be structured to manage and resolve issues related to the Contract, and how customer service personnel will be trained on Contract requirements and resolving issues.

Page A19

Response shall include number of Dedicated and Designated staff as well as specific details on job descriptions, schedules and availability.

Respondent shall include response time in which Account Managers, Customer Service Representatives and Technical Help Desk Members will respond in writing to all correspondence from Program Administrators upon written receipt of request for information or assistance.

Response shall describe how Respondent will meet requirements for card specifications and administration.

Marketing Plan: Response shall include a marketing plan detailing how Respondent plans to improve convenience and ease of system operation, benefits for existing Customers, and increase usage of the Contract with outreach efforts.

Training Program: Response shall include a detailed plan of comprehensive training programs, personnel and materials to educate Customer on program system, card features and controls. Response should include software and web-based applications used. Response shall describe training that will be available to Customers with training topics, locations and minimum number of classroom training hours provided annually.

Implementation and Transition: Response shall include a detailed and comprehensive program implementation plan with proposed timelines. Response should also describe its best efforts to ensure an efficient and effective transition.

A.16 AWARDS

A.16.1 Award Approach

CPA intends to make an award to the vendor providing the best value to the state for each line item.

This may result in awarding different line items to different vendors.

A.16.2 Non-award

CPA may reject all Responses at its discretion. Submission of Responses confers no legal rights upon any Respondent.

A.16.3 Award Notice

If the Solicitation is awarded, CPA will issue a Notice of Award to the successful Respondent(s). The Notice of Award will be transmitted via email to the Authorized Respondent Representative.

A.17 ORGANIZATION OF THE RESPONSE FOR SUBMISSION

A.17.1 Confidential/Proprietary Information

If any material in the Response is confidential or proprietary, Respondent must clearly mark those pages as “confidential” in bold type. Additionally, Respondent must include a statement on company letterhead identifying all Response sections and specific pages that have been marked as confidential and explain why the information is excepted from public disclosure under the provisions of the Texas Public Information Act. A blanket claim that the entire Response is protected from disclosure because it contains some proprietary information is not sufficient and may make the entire Response subject to release under the Act. Any information not clearly identified as confidential may be disclosed.

Page A20

See also Section B.2.4 of Part B of this Solicitation for additional terms and conditions related to the Public Information Act.

A.17.2 Attachment A - Execution of Response

Respondent must complete, sign, and submit the Execution of Response – Attachment A. Failure to complete, sign, and submit this form will disqualify the Response.

A.17.3 Attachment B - Respondent Information

Respondent must provide all requested information on Attachment B and submit the form with Response.

A.17.4 Attachment C - Preferences

Respondents should review this attachment and complete it. CPA will apply preferences as required by law.

A.17.5 Attachment D – Insurance Statement of Intent

Each Response must include the Insurance Statement of Intent relating to insurance coverage required in Section A.6.

A.17.6 Proposed Solutions

Respondent must submit with its Response complete information to permit evaluation of factors listed in A.15.4 and A.15.5. Respondent must provide sufficient descriptions of how it will fulfill each requirement. Evaluators may consider clarity and completeness of a Response.

A.17.7 Mandatory Price Sheet

Respondent must complete the Mandatory Price Sheet and return with Response in the format requested. CPA will disqualify Responses received without the Mandatory Price Sheet.

Respondent must use the latest version of the specific price sheet for this Solicitation. Respondent must not manipulate or modify the price sheet, other than by entering the requested information in the provided spaces.

A.17.8 Negotiations, Assumptions, and Exceptions

On company letterhead or in a Microsoft Excel® spreadsheet, the Respondent must clearly identify each exception taken, noting the specific Solicitation section number, section title, detailed description of exception taken, and Respondent’s proposed alternate language using the following format:

Section Section Title Exception Proposed Language

CPA may reject an incomplete exception without consideration. If there are no exceptions, the Response should explicitly state that the Respondent takes no exceptions.

Page A21

A.17.9 Signed Addenda to Solicitation

Respondent shall submit signed copies of all Solicitation addenda, if any, with its Response.

A.18 SUBMITTING THE RESPONSE TO CPA

The Response must clearly state the Response Due Date and Time identified on the Cover Page, Schedule of Events, and be titled: Response Submitted for RFP No. 304T-24-946M4 Charge Cards.

A.18.1 Electronic Submission (Preferred)

Use the following email address to submit a Response electronically:

SPD.ebids@cpa.texas.gov

The email subject line should contain the Solicitation number and title as indicated on the cover page.

The Respondent is solely responsible for ensuring that its Response is received by CPA before the deadline at the proper destination server. It is recommended that Respondent begin the process well in advance of 1:30 p.m. on the due date.

CPA recommends a limit of 10 MB of attachments per email. To meet this limit, a Response may be split into multiple emails. In addition, please be aware that your internet service provider may limit the size of attachments to outgoing emails.

All documents should be submitted in Microsoft Office® formats (Word® and Excel®) or in a form that may be read by Microsoft Office® software. Respondent must submit the price sheet electronically in its original format even if Respondent submits a hard copy of its Response.

Any documents with signatures shall be submitted as an Adobe® portable document format (pdf) file. Responses in other formats may be disqualified.

CPA takes no responsibility for electronic Responses that are captured, blocked, filtered, quarantined or otherwise prevented from reaching the proper destination server by any anti-virus or other security software. To confirm receipt of electronic submissions, contact 512-463-3034, option 1, or request a confirmation by email.

Encrypted documents or links to documents on an external server are not allowed without prior written approval from CPA.

A.18.2 Hard Copy Submission

In lieu of electronic submission, CPA currently accepts hard copy Responses. Respondent must submit one original signed paper copy; however, the Mandatory Price Sheet should be submitted in the electronic format requested.

CPA will document receipt of hard copy Responses with a time stamp.

Submit Responses by Overnight/Express Mail (8:15 a.m. - 4:45 p.m.) to:

Attn: Statewide Procurement Statewide Contract Development Room 174-A (CPA Mailroom, N.E. Back Dock) 1711 San Jacinto Blvd.

Austin, TX 78701 mailto:TPASS.ebids@cpa.texas.gov