ESBD_File_349385_IFB 808-24-241424.pdf

INVITATION FOR BIDS

FOR

SAN JACINTO BATTLEGROUND STATE HISTORIC SITE

PLUMBING PROJECT

La Porte, Texas

IFB# 808-24-241424

Texas Historical Commission PO Box 12276

Austin, Texas 78711

You 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 808

(Texas Historical Commission). The 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.

THC CONTACT: ISSUE DATE: 02/06/2024

Michael Gibbons, CTCD, CTCM BID DUE DATE: 02/28/2024 THC Purchaser, 512-936-4198 2:00 P.M. Central Time michael.gibbons@thc.texas.gov

TABLE OF CONTENTS

http://www.txsmartbuy.com/sp mailto:michael.gibbons@thc.texas.gov

San Jacinto Plumbing Project

IFB No. 808- 24-241424

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Signature Page 3

Section I- General Information 4

Section II- Statement of Work 7

Section III- Bid Information 8

Section IV- General Terms and Conditions _ 12

EXHIBITS

Exhibit A Execution of Offer (provided by THC, to be completed by bidder)

Exhibit B Conflict of Interest/Disclosure Statement/Certification Regarding

Public Nature of the Offer (provided by THC, to be completed by bidder)

Exhibit C Price Schedule (provided by THC, to be completed by bidder)

Exhibit D Experience and References (provided by THC, to be completed by bidder)

Exhibit E IFB Checklist (provided by THC, to be completed by bidder)

Exhibit F Mandatory Site Visit Form

TEXAS HISTORICAL COMMISSION

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SIGNATURE PAGE

ITEMS BELOW APPLY TO AND BECOME A PART OF TERMS AND CONDITIONS OF BID, ANY EXCEPTIONS

THERETO MUST BE IN WRITING

Late bids will NOT be considered under any circumstances and will be returned unopened.

Award will be posted on http://www.txsmartbuy.com/sp.

Bidder must sign bid – the laws of the State of Texas must prevail on all bids. By signing this signature page, Bidder certifies that if a Texas address is shown as the address of the Bidder, Bidder qualifies as a Texas Resident Bidder as defined in Rule 1 TAC 111.2.

The Payee Identification Number (PIN) is the taxpayer number assigned and used by the Comptroller of Public Accounts of Texas. This number needs to be entered in the spaces provided below. If this number is unknown, please enter either your federal employer’s identification Number or if sole owner enter your Social Security Number.

PIN: _______________________________________ Phone: (_____) __________-___________

Business Name: ___________________________________ Fax Number: (_____) _________-___________

Address: _________________________________________ HUB Certified? [ ] Yes [ ] No

City-State-Zip: ____________________________________ HUB #: ________________________

Email Address: ____________________________________

Signature: ___________________________________ Print Name: _______________________________

AWARD NOTICE: The State reserves the right to accept or reject all or any part of a bid and waive minor technicalities. The State will award the contract to best serve the interests of the State. Award will be posted on the Electronic Statewide Business Daily (ESBD) Website after contract has been executed.

Public IFB Opening Address Texas Historical Commission IFB No.: 808-24-241424 1700 N. Congress, B-65 IFB Deadline: February 28, 2024 Austin, Texas 78701 IFB Closing: 2:00 P.M. Central Time

NOTE: THIS FORM MUST BE SIGNED AND RETURNED WITH THE BID

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FOR

Plumbing At The San Jacinto Battleground State Historic Site

SECTION I

GENERAL

1.1 SCOPE. Texas Historical Commission is seeking quotes for a plumbing project at the San Jacinto Battleground State Historic Site. The Scop of work is as follows:

Replace sanitary and potable water lines below men’s and women’s restrooms in similar routing, tie-on at slab level below with transitions, installed with serviceability, install vandal proof hose bib under common lavatory on each side, rebuild Sloan flushometers, install drain down valve and hose bib at crawlspace entry access (not protruding beyond cover), and cleanout if applicable.

All sanitary shall be schedule 40 pvc All sanitary shall be dwv style with solvent weld joints.

All transitions shall be solid banded with stainless steel construction.

All potable water shall be schedule 80 pvc All potable water shall be pressure style with solvent weld and threaded joints.

All hangers shall be commercial grade construction.

All installation shall be per the UPC plumbing code standards.

All piping shall be tested upon completion of the installation.

All potable water shall be insulated to prevent premature failure due to freezing or exposure to UV.

No above grade beyond rebuilding of Sloan valves and hose bib addition.

Option for additional work requested:

Supply and installation of 20 floor mounted commodes, 10 urinals, and 8 wall hung lavatories.

New Sloan valves for commodes and urinals, and new faucets for lavatories (all fixtures within the building).

1.2 CONTRACT TERM. The project scope shall be completed by 120 days from award. The Contract term may be extended by the parties only by written amendment or signed change order. This contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, legislative budget cuts, amendment of the Appropriations Act, state agency consolidations, or any other disruption of current appropriations, provisions of the Termination Article in the THC General Terms and Conditions Contract shall apply.

1.3 COMPENSATION.

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A. Basis of Payment. The basis of payment and reimbursement of costs is set forth in Exhibit C (Price Schedule).

Acceptance by THC of deliverables specified in the contract is a condition of payment.

B. Invoices. The awarded Bidder shall request payment by submitting the original of an itemized invoice in a form acceptable to THC. The invoice shall be supported by documentation required for the basis of payment listed in Exhibit C, Price Schedule. The awarded Bidder may submit an invoice no more frequently than monthly and no later than ninety days after completing deliverables specified in the contract. Each invoice shall show the contract number, the total amount earned to the date of submission, and the amount due as of the date of the invoice.

C. Withholding Payments. If payment is withheld, THC shall notify the awarded Bidder and specify conditions that would allow the THC to release the payment. THC reserves the right to withhold payment:

(1) If a dispute over the work or costs is not resolved within thirty (30) days;

(2) pending verification that work is satisfactory;

(3) if the awarded Bidder becomes a delinquent obligor under Family Code, §231.006;

(4) if required work product is not received; or

(5) if the State Comptroller of Public Accounts will not issue a warrant to the awarded Bidder.

D. Sub Providers and Suppliers List. The awarded Bidder must provide THC with a list of all sub providers and suppliers that submitted quotes or bids for subcontracts. This list shall include sub providers' and suppliers' names, addresses, and telephone numbers.

E. Funds Availability. This contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, legislative budget cuts, amendment of the Appropriations Act, state agency consolidations, or any other disruption of current appropriations, provisions of the Termination Article in the THC General Terms and Conditions shall apply.

F. Debt to the State. If the State Comptroller of Public Accounts is prohibited from issuing a warrant to the awarded Bidder because of a debt owed to the State, the State shall apply all payments due the awarded Bidder to the debt until the debt is paid in full.

1.4 DEFINITIONS. For purposes of this IFB, the following definitions apply;

a) Acceptable Quality Level – The level of performance of requested services below which the contract will not be paid or damages may be assessed;

b) Addendum – A modification of the specifications issued by the THC and distributed to prospective Bidders prior to the opening of bids;

c) Contract – The contract awarded as a result of this IFB and all exhibits thereto, any Addenda issued in conjunction with this IFB, the successful Bidder’s bid, and subsequent submissions by Bidder.

d) Electronic State Business Daily (ESBD) – The Electronic State Business Daily, which is available on-line at http://www.txsmartbuy.com/sp

e) Gov't Code – Texas Government Code.

f) Bid – The response submitted by a vendor to the THC as a result of this solicitation.

g) Bidder – Any person or vendor who submits a bid in response to this solicitation.

h) IFB – Invitation for Bids, which is the type of solicitation in this document.

i) TAC – Texas Administrative Code, which is the publication for administrative rules.

j) Owner - The Texas Historical Commission.

k) Project Manager – The individual designated by the Owner authorized to represent the Owner during the performance of the contract.

1.5 IFB PROTEST PROCEDURES. Pursuant to 13 TAC §11.13:

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a) The purpose of this section is to provide an internal protest procedure to be used by any actual or prospective bidder, offeror, proposer, or contractor who is aggrieved in connection with the solicitation, evaluation, or award of a contract by the commission from a delegated procurement. The following procedures are available for persons or firms not awarded the contract pursuant to authority delegated to the commission by the Comptroller of Public Accounts or by Texas Government Code, Chapters 2155 - 2158. These procedures are consistent with the rules of the Comptroller of Public Accounts insofar as such rules are applicable to an internal agency review.

(b) Any actual bidder or offeror who is aggrieved in connection with the award of a contract may formally protest the award of the contract by submitting a protest to the executive director in accordance with the procedures in this section.

(1) Any bid protest must be in writing and received in the care of the executive director within five working days after the bidder is notified that the award of a contract is forthcoming or otherwise knows, or should have known, of the occurrence of the action which is protested.

(2) Formal protests must conform to the requirements of and shall be resolved in accordance with the procedures set forth in this section.

(3) In the event of a timely protest, the commission shall consider the protest and reply in writing before proceeding with the solicitation or with the award of the contract unless the executive director makes a determination that the award of contract without delay is necessary to protect substantial interests of the state.

(4) If the executive director determines that a violation of the rules or statutes has occurred in a case where a contract has been awarded, the executive director shall inform the protesting party and other interested parties of that determination by letter. The letter shall set forth the reasons for the determination and may set forth any appropriate remedial action, which may include canceling or voiding the contract to the extent allowed by law.

(5) A bid or a bid protest that is not submitted in a timely manner is not eligible for consideration under this section.

(c) A formal protest shall be addressed to the executive director and must be sworn and contain the following:

(1) a specific identification of a statutory or regulatory provision(s) that the action complained of is alleged to have violated;

(2) a specific description of each act alleged to have violated the statutory or regulatory provision(s) identified in paragraph (1) of this subsection;

(3) a precise statement of the relevant facts;

(4) an identification of the issue or issues to be resolved;

(5) argument and authorities in support of the protest; and

(6) a statement that copies of the protest have been mailed or delivered to all other identifiable interested parties. Upon request, the commission will furnish to the requestor a list of interested parties, as reflected in the records of the commission.

(d) The executive director may request additional information from the party submitting the protest, any other interested party, or commission staff.

(e) If the protest is not resolved by mutual agreement, the executive director will issue a written determination of the protest.

(1) If the executive director determines that no violation of rules or statutes has occurred, he shall so inform the protesting party by letter which sets forth the reasons for the determination.

(2) If the executive director determines that a violation of the rules or statutes has occurred, he shall so inform the protesting party by letter which sets forth the reasons for the determination and the appropriate remedial action.

(f) A decision by the executive director shall be the final administrative action.

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(g) The commission will maintain all documentation about the purchasing process to be used in the event of a protest or appeal in accordance with the commission's record retention schedule.

SECTION II

STATEMENT OF WORK

2.1 SERVICE REQUIREMENT. Services shall include, but are not limited to, the requirements contained in this IFB. Services set forth that contain the words "must" or "shall" are mandatory and must be provided as specified with no alteration, modification, or exception. Services set forth that contain the words "may" or "can" allow Bidders to offer alternatives to the manner in which the commodities/services are provided. An individual or firm with the necessary expertise to complete the plumbing project. Awarded vendor must meet IFB criteria listed under Section III, 3.6 Bid Requirements and 3.12 Past Performance.

Specifications: All work must comply with applicable codes, be done in a safe manner, and meet industry standards. The following specifications will also be required :

All sanitary shall be schedule 40 pvc All sanitary shall be dwv style with solvent weld joints.

All transitions shall be solid banded with stainless steel construction.

All potable water shall be schedule 80 pvc All potable water shall be pressure style with solvent weld and threaded joints.

All hangers shall be commercial grade construction.

All installation shall be per the UPC plumbing code standards.

All piping shall be tested upon completion of the installation.

All potable water shall be insulated to prevent premature failure due to freezing or exposure to UV.

THC does not guarantee any specific amount of compensation, volume, minimum, or maximum amount of services under this solicitation and resulting contract.

Warranty: Upon final acceptance of the Work by the Owner (THC), the awarded Vendor shall furnish the Owner (THC) with the maximum available warranty on all installed materials and a one-year warranty on the work.

2.2 REPORTING AND DELIVERABLES. Services are estimated to take place between date of award and August 2024 Any face-to-face meetings regarding the project deemed necessary by awarded Contractor(s) and/or THC will take place at THC site San Jacinto Battleground SHS 3523 Independence Parkway South La Porte, TX 77571.

2.3 SUBCONTRACTORS (if applicable). Subcontractors providing services under the Contract shall meet the same requirements and level of experience as required of Bidder. No subcontract under the Contract shall relieve Bidder of responsibility for ensuring the requested services are provided. Bidders planning to subcontract all or a portion of the work to be performed shall identify the proposed subcontractors and the bid shall include a letter from each proposed subcontractor, agreeing to work on the team.

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2.4 PERFORMANCE TRACKING. THC will monitor the performance of the Contract issued under this IFB.

All services under the Contract shall be performed at an acceptable quality level. All deliverables will be submitted in accordance with the contract requirements.

SECTION III

BID INFORMATION

3.1 SCHEDULE OF EVENTS. The solicitation process for this IFB will proceed according to the following proposed schedule: The schedule listed is for planning purposes only and subject to change.

EVENT DATE

IFB Posting Date February 6, 2024 Mandatory Site Visit February 9-14, 2024

Deadline for Submission of Bids February 28, 2024, 2:00 PM CT Public Bid Opening February 28, 2024, 2023, 2:01 PM CT Expected Notice of Intent to Award March 1, 2024 Expected Contract Start Date March 14, 2024

3.2 REVISIONS TO SCHEDULE. THC reserves the right to change the dates in the schedule of events above upon written notification to prospective Bidders through a posting on the Electronic State Business Daily (ESBD) as an Addendum. It is the responsibility of interested parties to periodically check the ESBD for updates to the IFB prior to submitting a bid. The Bidder’s failure to periodically check the ESBD will in no way release the selected Contractor from the requirements of "addenda or additional information" nor will any resulting additional costs to meet the requirements allowed after the award(s).

3.3 SITE VISIT. A Site Visit is required to provide a quote for the services advertised. Site Visits are from 2-9-24 to 2- 14-24 and can be scheduled with the Site Manager, Andy Smith, at 346-263-2370. The site location is 3523 Independence Pkwy, La Porte, TX 77571.

3.4 BID REQUIREMENTS. Listed below is a summary of all information to be included in a bid submitted in response to this IFB. THC reserves the right, in its sole judgment and discretion, to waive minor technicalities and errors in the best interest of the state.

Submittal pages should be numbered and contain an organized, paginated table of contents corresponding to the section and pages of the submittal. Late bids will not be accepted.

Electronic responses must be emailed to responses@thc.texas.gov and include all of the requirements below including electronic signatures on all required forms. If you are emailing your IFB electronically, you do not need to mail in any hardcopies nor USB drives.

Mail in responses shall include all of the requirements below including a formatted USB Flash Drive containing an original, complete copy of the respondent’s proposal to this IFB. The format shall be Adobe Acrobat version

9.0 or higher.

a) Costs: The THC will not reimburse the Bidder for any cost related to its bid. The Bidder is responsible for all expense related to the preparation and submission of its bid.

mailto:responses@thc.texas.gov

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b) Insurance: Selected contractor shall be fully insured. See Standard Terms and Conditions - Section IV, Article X.

c) Submission: Listed below is a summary of all information to be included in a bid submitted in response to this IFB. THC reserves the right, in its sole judgment and discretion, to waive minor technicalities and errors in the best interest of the state.

d) Bid Contents: Bidders shall submit – one (1) original, three (3) copies and one (1) USB or CD copy; or one (1) electronic version of the following below-

• Signature Page - Failure to sign and return with the submitted bid will result in rejection of the bid.

• Exhibit A – Execution of Offer - Failure to sign and return with the submitted bid will result in rejection of the bid.

• Exhibit B – Conflict of Interest/Disclosure Statement/Certification Regarding Public Nature of the Offer - Failure to sign and return with the submitted bid will result in rejection of the bid.

• Exhibit C – Price Schedule – Failure to sign and return with the submitted bid will result in rejection of the bid.

• Exhibit D – Experience and References – Failure to fill in and return with the submitted bid will result in rejection of the bid.

• Insurance – Submit documentation of coverages described in Section IV, Article X Insurance and Other Security.

3.5 INQUIRIES.

a) All inquiries should be addressed at the mandatory site visit and by the date listed as the deadline for site visits as specified in Section 3.1 above. Verbal inquiries and responses will not be valid or binding.

a. For questions contact: Michael Gibbons, THC, at michael.gibbons@thc.texas.gov.

b. For printed copies at no cost contact Mae Perkins THC, at Mae.Perkins@thc.texas.gov or (512)

463-7948.

b) All inquiries will result in written responses as an addendum posted on the Electronic State Business Daily ESBD, available at http://www.txsmartbuy.com/sp. If a Bidder does not have internet access, a copy of all written responses may be obtained through the point of contact listed above.

c) Except as otherwise provided in this Section, upon issuance of this IFB, other employees and representatives of THC will not answer questions or otherwise discuss the contents of the IFB with any potential Bidder or its representatives. Failure to observe this restriction may result in disqualification of any subsequent response. This restriction does not preclude discussions unrelated to this IFB.

d) If Bidder takes any exceptions to any provisions of this IFB, these exceptions must be specifically and clearly identified by Section 3.1 in Bidder’s response to this IFB. Bidders cannot take a 'blanket exception' to this entire IFB. If any Bidders takes a 'blanket exception' to this entire IFB or does not provide proposed mailto:michael.gibbons@thc.texas.gov mailto:Mae.Perkins@thc.texas.gov

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3.6 BID SUBMISSION.

a) All bids shall be received, and time stamped at THC prior to 2:00 PM Central Time, Austin, Texas, on the date specified in the Schedule of Events above under Section III, 3.1. Late bids will not be accepted.

Mail in or Hand Delivered Bids: Bids should be placed in a separate envelope or package and correctly identified with the IFB number and submittal deadline/IFB opening date and time. It is Bidders responsibility to appropriately mark and deliver the proposal to THC by the specified date. A U.S. Postal Service (USPS) postmark or round validation stamp; a mail receipt with the date of mailing, stamped by the USPS; a dated shipping label, invoice, or receipt from a commercial carrier; or any other documentation in lieu of the on-site time stamp WILL NOT be accepted.

Electronic Submittals: Electronic submittals shall be submitted to responses@thc.texas.gov All Responses shall be received, and time stamped at THC prior to the deadline specified in the 3.1 Schedule of Events above.

THC reserves the right to reject late Responses. Responses submitted via email and received by the Response deadline will be accepted and will be regarded as received on the date and time recorded by the THC email system. The email subject line must contain this IFB’s reference number 808-24-241424. Receipt of all Addenda to this Solicitation should be acknowledged by returning a signed copy of each Addendum with the Response.

b) Telephone and facsimile bids will not be accepted.

c) Receipt of all addenda to this IFB should be acknowledged by returning a signed copy of each addendum with the submitted bid or emailed with your electronic version.

3.7 DELIVERY OF BIDS. Bids shall be submitted to THC by one of the following methods:

U.S. Postal Service Overnight/Express Mail Hand Deliver

Email

PO Box 12276

Austin, TX 78711-2276 Attn: Michael Gibbons

IFB# 808-24-241424

Texas Historical Commission 1700 N Congress Ave, B-65

Austin, TX 78701 Attn: Michael Gibbons

IFB# 808-24-241424

Texas Historical Commission 1700 N Congress Ave, B-65

Austin, TX 78701 Hours - 8:00 AM to 5:00 PM

(CT)

Attn: Michael Gibbons

IFB# 808-24-241424

Texas Historical Commission Email Bids To:

responses@thc.texas.gov michael.gibbons@thc.texas.gov (Enter IFB# 808-24-241424 and Company Name in the subject line) mailto:responses@thc.texas.gov mailto:responses@thc.texas.gov mailto:michael.gibbons@thc.texas.gov

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3.8 BID OPENING. Bids will be opened at the Texas Historical Commission, 1700 N Congress Ave, B-65, Austin, TX 78701.

a) All submitted bids become the property of THC after the IFB submittal deadline/opening date. The submitted bids and accompanying documentation will not be returned.

b) Bids submitted shall constitute an offer for a period of ninety (90) days or until selection is made by THC, whichever occurs earlier.

3.11 TIE BREAKERS: In the event of a tie, the awarded Bidder will be determined by preferences, per 34 TAC Rule 20.38.

3.12 PAST PERFORMANCE: A Bidder’s past performance will be measured based upon pass/fail criteria, in compliance with applicable provisions of §§2155.074, 2155.075, 2156.007, 2157.003, and 2157.125, Gov’t Code.

Bidders may fail this selection criteria for any of the following conditions:

3.12.1 A score of less than 90% in the Vendor Performance System,

3.12.2 Currently under a Corrective Action Plan through the CPA,

3.12.3 Having repeated negative Vendor Performance Reports for the same reason,

3.12.4 Having purchase orders that have been cancelled in the previous 12 months for non-performance

(i.e. late delivery, etc.).

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

www.txsmartbuy.com/vpts.

THC may conduct reference checks with other entities regarding past performance. In addition to evaluating performance through the Vendor Performance Tracking System (as authorized by 34 Texas Administrative Code §20.108), THC may examine other sources of vendor performance including, but not limited to, notices of termination, cure notices, assessments of liquidated damages, litigation, audit reports, and non-renewals of contracts. Any such investigations shall be at the sole discretion of THC, and any negative findings, as determined by THC, may result in non-award to the Bidder.

http://www.txsmartbuy.com/vpts

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SECTION IV

GENERAL TERMS AND CONDITIONS

Any Contract awarded as a result of this IFB will contain the general terms and conditions listed below in this Section. Subcontractors are also obliged to comply with these provisions.

CONTRACT TO PERFORM

BETWEEN

TEXAS HISTORICAL COMMISSION

AND

CONTRACT NO. 808-24-241424

This agreement (Contract) is entered into by the Texas Historical Commission (THC), an agency of the State of Texas, located at 1511 Colorado Street, Austin, Texas 78701, and _________ (Contractor), located at ______. The term “Party” or, collectively “Parties,” as used in this Contract, refers to the THC and Contractor.

I. RECITALS

Whereas, on 02/06/2024, the THC issued a Invitation for Bids (IFB) from qualified, independent firms to provide plumbing services; and

Whereas, Contractor submitted a proposal (Proposal), dated _______, in response to the THC’s IFB; and

Whereas, Contractor will be responsible for developing and delivering the necessary services

Now, therefore, the THC and Contractor hereby agree as follows:

II. AUTHORITY

This Contract is entered into pursuant to Section 442.005 of the Texas Government Code.

III. SERVICES, STANDARDS OF PERFORMANCE, AND CONTRACT ADMINISTRATION

3.1 Attachments. The following documents constitute the Standards of Performance for this Contract. All of the following are attached to and incorporated as part of this Contract for all purposes (Attachments):

1. THC’s IFB No. 808-24-241424 (Attachment A)

2. Contractor’s Proposal (Attachment B)

3.2 Order of Precedence. In the event of any conflicts or inconsistencies between this Contract and the Attachments, such conflicts or inconsistencies will be resolved by reference to the documents in the following order of precedence: this Contract prevails over all other documents, and Attachment A (THC’s IFB) prevails over Attachment B (Contractor’s Proposal).

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1. This Contract,

2. Attachment A (THC’s IFB),

3. Attachment B (Contractor’s Proposal)

3.3 Contract Administration. Contractor represents and warrants that it has the requisite qualifications, experience, personnel, and other resources to perform in the manner required by this Contract.

The THC will designate a Project Manager for this Contract. The Project Manager will serve as the point of contact between the THC and Contractor. The THC’s Project Manager will supervise the THC’s review of Contractor’s technical work, deliverables, draft reports, the final report, payment requests, schedules, financial 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.

3.4. Substitutions. Substitutions are not permitted without prior written approval of the THC.

3.5. Changes in Scope. Changes in the scope of services affecting the cost of services provided for in this Contract must be approved by the THC by amendment to this Contract. No compensation will be allowed for work performed without such amendment. The price adjustment section of the solicitation must identify the applicable index such as the following: In addition, the solicitation must designate the formula to be used. The Bureau of Labor Statistics recommends this formula when using the most recent monthly information from the index, where:

A = Index from the month of the due date for the response;

OR the effective date/month of the most recent approved price increase

B = Current or latest baseline index

The allowable percent change must be calculated as follows:

(B-A) ÷ A x 100% = Percent of allowable price increase

The solicitation must specify how frequently price adjustments may occur during the term of a contract — quarterly, annually or other time that best fits the commodity or service.

3.6. Public Work Performance and Payment Bonds. Contractor agrees to comply with applicable statutes governing construction contracts, including the provisions of V.T.C.A., Texas Government Code, Title 10, Subtitle F, Chapter 2253 requiring Payment Bonds and Performance Bonds, and all the terms and conditions of this Contract.

IV. FUNDING

The Parties acknowledge and agree that nothing in this Contract will be interpreted to create a future obligation or liability in excess of the funds currently appropriated for this project to the THC by the Legislature of the State of Texas. In the event appropriated funds are not available to continue payments for work under this Contract, The THC will notify Contractor as soon as reasonably possible, and the THC may terminate the Contract at that time or such other date as loss of appropriated funds may require. To the extent funds are available, Contractor will be paid for work that meets the performance standards of this Contract and is completed prior to the date of notice of termination.

The THC will not be liable for any damages or any other amounts caused by or associated with such termination.

V. PERSONNEL

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Contractor must assign only qualified personnel to this Contract. On the date of the THC’s execution of this Contract, the THC’s Project Manager must authorize the key personnel listed in Attachment B of this Contract to provide services under this Contract. Contractor reserves the right to substitute appropriate key personnel to accomplish its duties so long as the substituted personnel are equally qualified and skilled in the tasks necessary to accomplish the tasks and services required. Contractor must provide to the THC prior written notice and obtain written approval from the THC prior to any change in key personnel involved in providing services under this Contract.

Subcontractors providing services under the Contract must meet the same requirements and level of experience as required of Contractor. No subcontract under the Contract will relieve Contractor of responsibility for ensuring the requested services are provided. If Contractor uses a subcontractor for any or all the work required, the following conditions will apply:

1. Contractor planning to subcontract all or a portion of the work to be performed must identify to the THC any proposed subcontractors and the portion of work to be completed by the subcontractor at least ten (10) business days prior to executing any subcontract;

2. Subcontracting must be solely at Contractor’s expense;

3. The THC retains the right to check subcontractor’s background and approve or reject the use of submitted subcontractors; and

4. Contractor must be the sole contact for the THC. Contractor must list a designated point of contact for all THC inquiries.

VI. PAYMENTS

Prior to authorizing payment to Contractor, The THC will evaluate Contractor’s performance using performance standards set forth in all documents constituting this Contract. Contractor must provide invoices to the THC for commodities/services provided/performed. No payment whatsoever will be made under this Contract without the prior submission of detailed, correct invoices. Subject to the foregoing, the THC must make all payments in accordance with the Texas Prompt Payment Act, Texas Government Code Chapter 2251. Payments under this Contract are subject to the availability of appropriated funds. Contractor acknowledges and agrees that payments for services provided under this Contract are contingent upon the THC’s receipt of funds appropriated by the Texas Legislature.

Travel: It is the responsibility of Contractor to pay for expenses incurred while traveling. Travel expenses are to be included in the final cost of the Response and not to exceed GSA rate. GSA travel rates may be located at https://www.gsa.gov/travel/plan-book/per-diem-rates.

Payments to Contractor. Contractor must submit itemized monthly, or by milestone, invoices for all services completed, delivered to and accepted by the THC, per the Contract requirements. All invoices must be submitted to invoices@thc.texas.gov and include the contract number 808-24-241424.

Payments to Subcontractor(s). For all services rendered, Contractor’s payment to subcontractor(s) is due within ten (10) days after receipt of payment from the THC and, when appropriate, the THC will issue joint checks to Contractor and subcontractor(s).

VII. AMOUNT OF CONTRACT

The total amount of this Contract must not exceed $000,000.00 (Zero Dollars and No/100). ($0.00).

In the event of termination of the Contract, no payment will be made for services not received prior to the date of termination.

https://www.gsa.gov/travel/plan-book/per-diem-rates mailto:invoices@thc.texas.gov

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VIII. TERM AND TERMINATION

This Contract will commence on the last signature date of the Contract, and will end on (TBD), unless otherwise sooner terminated as provided in this Contract. The THC, at its sole option and only by written amendment, may extend the Contract for up to three (3) additional years.

Following the base term and any allowable renewals or extensions, the THC may extend any resulting Contract for not more than one additional option period of 180 days to address immediate operational or service delivery needs.

Notwithstanding the termination or expiration of this Contract, the provisions of this Contract regarding confidentiality, indemnification, transition, records, right to audit, right to independent audit, property rights, dispute resolution, invoice and fee verification, and default will survive the termination or expiration dates of this Contract.

Convenience

The THC reserves the right, in its sole discretion, to terminate the Contract, in whole or part, provided fourteen (14) calendar days has been given by the THC to Contractor with written notice. Such notice may be provided by facsimile or certified mail return receipt requested and is effective upon Contractor’s receipt. In the event of such termination, Contractor must, unless otherwise mutually agreed upon in writing, cease all work immediately upon receipt of the notice of termination. The THC will be liable only for payments for any goods or services ordered by the THC and completed by Contractor prior to Contractor’s receipt of the notice of termination.

Cause/Default

If Contractor fails to provide the goods or services contracted for according to the provisions of this Contract or fails to comply with any terms or conditions of the Contract, the THC may, upon written notice of default to Contractor, terminate all or any part of this Contract. Termination is not an exclusive remedy but will be in addition to any other rights and remedies as provided in equity, by law or under the Contract. The THC may exercise any other right, remedy, or privilege which may be available to it under applicable law of the state and any other applicable law or may proceed by appropriate court action to enforce the provisions of the Contract. The exercise of any of the foregoing remedies will not constitute a termination of the Contract unless the THC notifies Contractor in writing prior to the exercise of such remedy. Contractor will be liable for all costs and expenses, including court costs and attorneys’ fees, incurred by the THC with respect to the enforcement of any of the remedies listed herein.

Rights upon Termination or Expiration

In the event that this Contract is terminated for any reason, or upon its expiration, the THC will retain ownership of all associated work products and documentation obtained from Contractor under the Contract.

Survival of Terms

Termination of this Contract for any reason will not release Contractor from liability or obligation set forth in the Contract that is expressly stated to survive any such termination or by its nature would be intended to be applicable following any such termination, including the provisions regarding confidentiality, indemnification, transition, records, right to audit, right to independent audit, property rights, dispute resolution, invoice and fee verification, and default.

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IX. CONFIDENTIALITY AND PUBLIC INFORMATION

Notwithstanding any provisions of this Contract to the contrary, Contractor understands that the THC will comply with the Texas Public Information Act, Texas Government Code Chapter 552, as interpreted by judicial opinions and opinions of the Attorney General of the State of Texas. The THC agrees to notify Contractor in writing within a reasonable time from receipt of a request for information related to Contractor’s work under this Contract.

Contractor will cooperate with the THC in the production of documents responsive to the request. The THC will make a determination whether to submit a request for a ruling to withhold information to the Attorney General.

Contractor will notify the THC’s Project Manager within twenty-four (24) hours of receipt of any third-party requests for information that was provided by the State of Texas for use in performing the Contract. This Contract, and all data and other information generated or otherwise obtained in this performance, may be subject to the Texas Public Information Act. Contractor agrees to maintain the confidentiality of information received from the State of Texas during the performance of this Contract, including information which discloses confidential personal information particularly, but not limited to, social security numbers.

X. INSURANCE AND OTHER SECURITY

Contractor represents and warrants that it will, within seven (7) business days of executing this Contract, provide the THC with current certificates of insurance or other proof acceptable to the THC of the following insurance coverage:

Workers’ Compensation & Employers’ Liability. Contractor must maintain Workers’ Compensation insurance coverage in accordance with statutory limits:

Workers’ Compensation: Statutory Limits

Employers’ Liability: Each Accident $1,000,000

Disease: Each Employee $1,000,000

Disease: Policy Limit $1,000,000

Commercial General Liability. Personal injury and advertising injury with, at a minimum, the following limits:

Bodily Injury and Property Damage: Each occurrence limit $1,000,000

Aggregate Limit: $2,000,000

Medical Expense: $5,000 each person

Personal Injury and Advertising Liability: $1,000,000

Products / Completed Operations Aggregate Limit: $2,000,000

Damage to Premises Rented to You: $50,000

Contractor represents and warrants that all coverages are with companies licensed in Texas, with an “A” rating from A.M. Best Co., and authorized to provide the required coverages. Contractor also represents and warrants that all of the above policies and bonds contain endorsements prohibiting cancellation exception upon at least thirty (30)

17 | P a g e days prior written notice to the THC. Contractor must, within the time provided above, furnish proof to the THC of such coverage in the form of a Certificate of Insurance from Contractor’s insurance carrier or carriers indicating the above coverages. The Certificate must be addressed to the THC as the Certificate holder. Contractor represents and warrants that it must maintain the above insurance coverage during the term of this Contract, and must provide the THC with an executed copy of the policies immediately upon request.

XI. INDEMNIFICATION

ACTS OR OMISSIONS

CONTRACTOR MUST DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND

THE THC, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES,

SUBCONTRACTORS, 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

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

SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE

CONTRACT AND ANY PURCHASE ORDERS (POS) ISSUED UNDER THIS CONTRACT. THE

DEFENSE WILL BE COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE ATTORNEY

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

CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE

CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. CONTRACTOR, AND THE

THC AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

INFRINGEMENTS

a) CONTRACTOR MUST INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS

AND T H E THC, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES,

SUBCONTRACTORS, ASSIGNEES, AND/OR

DESIGNEES FROM ANY AND ALL THIRD-PARTY CLAIMS INVOLVING INFRINGEMENT OF

UNITED STATES PATENTS, COPYRIGHTS, TRADE OR SERVICE MARKS, AND ANY OTHER

INTELLECTUAL OR INTANGIBLE PROPERTY RIGHTS IN CONNECTION WITH THE

PERFORMANCES OR ACTIONS OF CONTRACTOR PURSUANT TO THIS CONTRACT.

CONTRACTOR AND THE THC AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH

OTHER OF ANY SUCH CLAIM. CONTRACTOR WILL BE LIABLE TO PAY ALL COSTS OF

DEFENSE INCLUDING ATTORNEYS’ FEES. THE DEFENSE WILL BE COORDINATED BY THE

THC WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE

NAMED DEFENDANTS IN ANY LAWSUIT AND THE THC MAY NOT AGREE TO ANY

SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE

ATTORNEY GENERAL.

b) CONTRACTOR WILL HAVE NO LIABILITY UNDER THIS SECTION REGARDING

INTELLECTUAL PROPERTY INFRINGEMENT IF THE ALLEGED INFRINGEMENT IS CAUSED IN

WHOLE OR IN PART BY: (1) USE OF THE PRODUCT OR SERVICE FOR A PURPOSE OR IN A

MANNER FOR WHICH THE PRODUCT OR SERVICE WAS NOT DESIGNED, (2) ANY

MODIFICATION MADE TO THE PRODUCT OR SERVICE WITHOUT CONTRACTOR’S WRITTEN

APPROVAL, (3) ANY MODIFICATIONS MADE TO THE PRODUCT OR SERVICE BY CONTRACTOR

PURSUANT TO THE THC’S SPECIFIC INSTRUCTIONS, (4) ANY INTELLECTUAL PROPERTY

RIGHT OWNED BY OR LICENSED TO THE THC, OR (5) ANY USE OF THE PRODUCT OR SERVICE

BY THE THC THAT IS NOT IN CONFORMITY WITH THE TERMS OF ANY APPLICABLE LICENSE

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AGREEMENT.

c) IF CONTRACTOR BECOMES AWARE OF AN ACTUAL OR POTENTIAL CLAIM, OR THE

THC PROVIDES CONTRACTOR WITH NOTICE OF AN ACTUAL OR POTENTIAL CLAIM,

CONTRACTOR MAY (OR IN THE CASE OF AN INJUNCTION AGAINST THE THC, WILL), AT

CONTRACTOR’S SOLE OPTION AND EXPENSE; (1) PROCURE FOR THE THC THE RIGHT TO

CONTINUE TO USE THE AFFECTED PORTION OF THE PRODUCT OR SERVICE, OR (2) MODIFY

OR REPLACE THE AFFECTED PORTION OF THE PRODUCT OR SERVICE WITH

FUNCTIONALLY EQUIVALENT OR SUPERIOR PRODUCT OR SERVICE SO THAT THE THC’S USE

IS NON-INFRINGING.

Taxes/Workers’ Compensation/Unemployment Insurance – Including Indemnity

a) CONTRACTOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS

CONTRACT, CONTRACTOR WILL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT

OF CONTRACTOR’S AND CONTRACTOR’S EMPLOYEES’ TAXES OF WHATEVER KIND, ARISING OUT

OF THE PERFORMANCES OF THIS CONTRACT. CONTRACTOR AGREES TO COMPLY WITH ALL

STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS

REGARDING WAGES, TAXES, INSURANCE, AND WORKERS’ COMPENSATION. THE THC AND/OR

THE STATE OF TEXAS WILL NOT BE LIABLE TO CONTRACTOR, ITS EMPLOYEES, AGENTS, OR

OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT OF ANOTHER

GOVERNMENTAL ENTITY.

b) CONTRACTOR AGREES TO INDEMNIFY AND HOLD HARMLESS THE THC, THE STATE OF

TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, SUBCONTRACTORS, AND/OR

ASSIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL

RELATED COSTS, ATTORNEYS’ FEES AND EXPENSES, RELATING TO TAX LIABILITY,

UNEMPLOYMENT INSURANCE AND/OR WORKERS’ COMPENSATION IN ITS PERFORMANCE

UNDER THIS CONTRACT. CONTRACTOR WILL BE LIABLE TO PAY ALL COSTS OF DEFENSE

INCLUDING ATTORNEYS’ FEES. THE DEFENSE WILL BE COORDINATED BY CONTRACTOR WITH

THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED

DEFENDANTS IN ANY LAWSUIT AND CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT

WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY

GENERAL. CONTRACTOR AND THE THC AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH

OTHER OF ANY SUCH CLAIM.

XII. DISPUTE RESOLUTION

The dispute resolution process provided for in Texas Government Code Chapter 2260 will be used by the THC and Contractor to attempt to resolve any dispute arising under the Contract.

If Contractor’s claim for breach of Contract cannot be resolved by the Parties in the ordinary course of business, it will be submitted to the negotiation process provided in Chapter 2260. To initiate the process, Contractor must submit a written notice, as required by Chapter 2260, to the THC Executive Director or his or her designee. The notice must also be given to accounts payable for receipt of notices. Compliance by Contractor with Chapter 2260 is a condition precedent to the filing of a contested case proceeding under Chapter 2260.

The contested case process provided in Chapter 2260 is Contractor’s sole and exclusive process for seeking a remedy for an alleged breach of Contract by the THC if the Parties are unable to resolve their disputes as described above.

Compliance with the contested case process provided in Chapter 2260 is a condition precedent to seeking consent to sue from the Legislature under Chapter 107, Civil Practices and Remedies Code. Neither the execution of the

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Contract by the THC nor any other conduct of any representative of the THC relating to the Contract will be considered a waiver of sovereign immunity to suit.

For all other specific breach of Contract claims or disputes under this Contract, the THC and Contractor must first attempt to resolve them through direct discussions in a spirit of mutual cooperation. If the Parties’ attempts to resolve their disagreements through negotiations fail, the dispute will be mediated by a mutually acceptable third party to be chosen by the THC and Contractor within fifteen (15) days after written notice by one of them demanding mediation under this Section. Contractor must pay all costs of the mediation unless the THC, in its sole good faith discretion, approves its payment of all or part of such costs. By mutual agreement, the THC and Contractor may use a non-binding form of dispute resolution other than mediation. The purpose of this section is to reasonably ensure that the THC and Contractor will, in good faith, utilize mediation or another non-binding dispute resolution process before pursuing litigation. The THC’s participation in, or the results of, any mediation or other non-binding dispute resolution process under this section or the provisions of this section will not be construed as a waiver by the THC of (1) any rights, privileges, defenses, remedies, or immunities available to THC as an agency of the State of Texas or otherwise available to the THC; (2) the THC termination rights; or (3) other termination provisions or expiration dates of this Contract.

Notwithstanding any other provision of this Contract, unless otherwise requested and approved in writing by the THC, Contractor must continue performance and will not be excused from performance during the period any breach of Contract claim or dispute is pending under either of the above processes; however, Contractor may suspend performance during the pendency of such claim or dispute if Contractor has complied with all provisions of Texas Government Code § 2251.051, and such suspension of performance is expressly applicable and authorized under that law.

XIII. REPRESENTATIONS, WARRANTIES, AND GENERAL PROVISIONS

13.1 Family Code

Under Texas Family Code § 231.006(d), regarding child support, Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive the specified payment and acknowledges that this Contract may be terminated, and payment may be withheld if this certification is inaccurate. Furthermore, any Contractor subject to § 231.006 must provide names and Social Security numbers of each person with at least 25% ownership of the business entity prior to award.

13.2 Financial Participation Prohibition

Under Texas Government Code § 2155.004(a), Contractor certifies that neither Contractor nor any person or entity represented by Contractor has received compensation from the THC to participate in the preparation of the specifications or solicitation on which this Contract is based.