ESBD_File_353707_RFQ 2024-Q02 Professional Engineering Services.pdf

RFQ 2024-Q02 Professional Engineering Services Page 1 of 39

SOLICITATION, OFFER

AND AWARD

Hays County Purchasing Office

712 S. Stagecoach Trail, Suite 1012 San Marcos, Texas 78666

Solicitation No.:

RFQ 2024-Q02 Professional Engineering Services Date Issued: March 14, 2024

SOLICITATION

Vendors must submit proposals as listed: One (1) original and one (1) digital copy on a thumb drive at the Hays County Purchasing Office at the address shown above or Electronically through BidNet Direct and one (1) hard copy at the Hays County Purchasing Office at the address shown above until:

11:00 a.m. local time April 4, 2024.

Proposals received after the time and date set for submission will be returned unopened.

For information please email:

purchasing@co.hays.tx.us

Questions concerning this RFQ must be received in writing no later than 5:00 on March 25, 2024.

Phone No.: (512) 393-2267

OFFER (Must be fully completed by Respondent)

In compliance with the above, the undersigned offers and agrees to furnish all items or services awarded at the prices stipulated for each item delivered at the designated point(s) and within the time specified herein. Award shall include all solicitation documents and attachments.

MANUALLY SIGN ALL COPIES SUBMITTED. SIGNATURE IS MANDATORY.

Respondent Respondent’s Authorized Representative Entity Name:

Mailing Address:

Name:

Title:

Email Address:

Phone No.:

Signature: Date:

Name, Email Address and Phone No. of person authorized to conduct negotiations on behalf of Respondent:

NOTICE OF AWARD (To be completed by County) Funding Source: Awarded as to item(s): Contract Amount:

Vendor: Term of Contract:

This contract issued pursuant to award made by Commissioners Court on:

Date: Agenda Item:

Important: Award notice may be made on this form or by other Authorized official written notice.

Hays County Judge

Date

Hays County Clerk Date mailto:purchasing@co.hays.tx.us

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Table of Contents

Solicitation, Offer and Award

I. RFQ Submittal Checklist

II. Summary

III. Specifications

A. Introduction

B. Scope of Work

C. Qualifications

D. Evaluation Criteria

E. Statement of Qualification (SOQs) Requirements

F. Submittal Requirements

G. Limitations

H. Pre-Qualified Acceptance into Pool

I. Warranty of Performance

IV. General Terms and Conditions for Solicitations

V. Vendor Reference Form

VI. Certificate of Interested Parties

VII. Conflict of Interest Questionnaire

VIII. Code of Ethics

IX. HUB Practices

X. House Bill 89 Verification

XI. Senate Bill 252 Certification

XII. Debarment and Licensing Certification

XIII. Vendor/Bidder’s Affirmation

XIV. Federal Affirmation and Solicitation Acceptance

XV. Related Party Disclosure Form

Attachment A: Current Pre-Qualified Firm Listing

Attachment B: Firm Identification Packet

Attachment C: Updated Proposals Required Listing

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I. RFQ Submittal Checklist

This checklist is provided for the Vendor’s convenience and identifies documents that MUST be submitted for the bid/proposal/SOQ to be considered responsive, as well as the required forms requested by Hays County.

A COMPLETE SOLICITATION RESPONSE PACKAGE INCLUDES:

The following forms MUST be returned for the bid/proposal/SOQ to be considered responsive:

____ 1. Solicitation, Offer and Award Form completed and signed

____ 2. Statement of Qualifications (SOQ) or Firm Identification Packet

____ 3. Vendor Reference Form

Required Forms by Hays County:

____ 1. Conflict of Interest Questionnaire completed and signed

____ 2. Code of Ethics signed

____ 3. HUB Practices signed

____ 4. House Bill 89 Verification signed and notarized

____ 5. Senate Bill 252 Certification

____ 6. Debarment & Licensing Certification signed and notarized

____ 7. Vendor/Bidder’s Affirmation completed and signed

____ 8. Federal Affirmations and Solicitation Acceptance

____ 9. Related Party Disclosure Form

____ 10. System for Award Management (www.SAM.gov) Entity Registration Page

____ 11. Any addenda applicable to this solicitation

Hays County will accept bids/proposals/SOQ, by the stated due date by one of the following methods:

____ 1. Electronic Submission of SOQ through BidNet Direct and one (1) hard copy delivered, within 24 hours of proposal due date, in a sealed envelope with the Solicitation Number and Vendor’s name on the outermost envelope addressed to: Hays County Purchasing, 712 S Stagecoach Trail, Suite 1012, San Marcos, TX 78666

OR

____ 2. One (1) original SOQ and one (1) digital copy on a thumb drive in a sealed envelope with the Solicitation Number and Vendor’s Name on the outermost envelope, addressed to:

Hays County Purchasing, 712 S Stagecoach Trail, Suite 1012, San Marcos, TX 78666 http://www.sam.gov/

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II. Summary

1. Type of Solicitation: Request for Qualifications (RFQ)

2. Solicitation Number: RFQ 2024-Q02

Professional Engineering Services

3. Issuing Office: Hays County Purchasing Office 712 S. Stagecoach Trial, Suite 1012 San Marcos, TX 78666

4. Responses to Solicitation: Sealed SOQs marked with Solicitation Number and Vendor Name on the outermost envelope Manual: One (1) Original and one (1) digital copy on a thumb drive, or

Electronic: SOQs can be submitted through BidNet Direct and one (1) hard copy is required to be received within 24 hours of due date.

5. Deadline for Responses: In issuing office no later than:

April 4, 2024, 11:00 a.m. Central Time (CT)

6. Initial Contract Term: June 2024 Pool Approval Contract with work authorizations as needed and with approval by Commissioners Court

7. Optional Contract Terms: Annual opening and Company Profile review

8. Designated Contact: Hays County Purchasing

Email: purchasing@co.hays.tx.us

9. Questions & Answers: Questions regarding this solicitation must be made in writing and submitted to the designated contact above no later than March 25, 2024; 5:00 p.m. CT. Telephone inquiries will not be accepted. Questions may be submitted by email to the address above. Answers to questions will be provided in the form of an addendum posted after the question deadline on the CivicPlus, BidNet Direct, and ESBD websites for the benefit of all potential respondents. The County reserves the right to contact the person submitting a question to clarify the question received, if necessary. Each clarification, supplement, or addenda to this RFQ, if any, will be posted on the CivicPlus, BidNet Direct and ESBD websites. All potential or actual respondents are responsible for monitoring the websites for such materials. Respondents are deemed to have notice of, and are required to comply with, any such material posted in accordance with this paragraph. Respondents should not rely upon any other sources of written or oral responses to inquiries.

10. Addenda Any interpretations, corrections or changes to this RFQ and mailto:purchasing@co.hays.tx.us

RFQ 2024-Q02 Professional Engineering Services Page 5 of 39 specifications will be made by addenda. Sole issuing authority of addenda shall be vested in the Hays County Purchasing Office. It is the Vendor’s responsibility to acknowledge receipt of all addenda with proposal submission.

11. Contact with County Staff: Upon issuance of this solicitation, employees and representatives of

Hays County, other than the Purchasing Office staff identified as the Designated Contact above, will not discuss the contents of this solicitation with any Vendor or its representatives. Failure of a Vendor or any of its representatives to observe this restriction may result in disqualification of any related offer. This restriction does not preclude discussions between affected parties for the purpose of conducting business unrelated to this procurement.

Anticipated Schedule of Events March 14, 2024 Issuance of RFQ March 25, 2024 Deadline for Submission of Questions (5:00 PM CT) April 4, 2024 Deadline for Submission of Proposals (11:00 AM CT)

Late proposals will not be accepted.

June 2024 Anticipated Pool award date

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III. Specifications A. Introduction

Hays County, Texas (“County”) is issuing this REQUEST FOR QUALIFICATIONS (RFQ) to maintain and further develop a pool of engineering firms from which to choose to provide engineering design, review, coordination, administration, consultation, and general engineering expertise on an as-needed basis. As individual projects requiring engineering expertise are developed, Hays County Department Directors or Elected Officials, or the Commissioners Court, will choose from this pool of pre-qualified engineering firms. The chosen firm will then negotiate a professional services agreement with Hays County to perform the required duties, which must be accepted and approved via Commissioners Court.

Engineering services could include federally funded, state funded and locally funded projects.

Be advised, the creation of a final “pre-qualification” list shall not be deemed as creating any type of contractual expectancy for the award of any contracts on the part of the County. This list is being assembled for the purpose of ensuring that the County has the ability to quickly negotiate contracts with competent and qualified entities in an efficient manner when upcoming projects are deemed necessary to proceed.

B. Scope of Work This “Request for Qualifications” is to maintain and further develop a pool for on-call general professional engineering expertise performed or supervised by a registered professional engineer in the State of Texas including but not limited to mechanical, structural, electrical, geotechnical, architectural, environmental, and general civil engineering services.

Consultants should specify which services they can provide; the objective is to clarify all service options and associated personnel. The general engineering and technical areas of service required by the County may include, but not limited to:

• Design

• Plan review

• Land surveys and reviews

• Subdivision plan review

• Hydraulic design and design review

• Flood plain determinations

• Surveying and mapping

• Civil

• Geological/Geotechnical

• Water/wastewater/storm water/drainage

• Street and roadway

• Transportation

• Site planning/permitting/development/plan review

• Environmental documentation

• CADD

• Utility Services and rates analysis

• Construction plans and specifications

• Estimating

• Construction Support

• Monitoring Project Performance

• Monitoring Budget and Schedules

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All interested firms shall have sufficient, readily available resources in the form of experienced personnel, support services, and specialized subconsultants to carry out the work without delay or shortcomings. On-Call services may be short duration and fast paced. Therefore, in addition to having sufficient resources to complete selected tasks, the submitting firms must have capacity to complete work within time limits established by the County.

All firms who are currently in the Professional Engineering Services Pool (Attachment A - awarded via RFQ 2016-P02, RFQ 2016-P13, RFQ 2018-P08, or RFQ 2021-Q01) and who have experienced changes in company structure, company bio, or company leadership, MUST fill out the Firm Identification Packet (Attachment B) and all required information. The Firm Identification Packet and all required information will be reviewed by the evaluation committee to ensure each firm still meets the requirements within the scope of work.

All firms who are currently in the Professional Engineering Services Pool (Attachment A - awarded via RFQ 2016-P02, RFQ 2016-P13, RFQ 2018-P08, or RFQ 2021-Q01) who have not submitted an updated proposal in five (5) years MUST submit a new proposal, see Attachment C.

Any firm that is deemed unresponsive (did not submit form and required information) or is unable to perform the duties laid out in the scope of work will be removed from the Professional Engineering Services Pool. For companies submitting the Firm Identification Packet under this section, all required information MUST be received by the submittal due date by submittal requirements in Section F below.

C. Qualifications

The following minimum requirements must be demonstrated in order for the submission to be considered responsive to Hays County.

• Contractor shall have at least five (5) years’ experience in engineering services to other government entities of the same size.

• Possess the resources and personnel necessary to provide an efficient and successful solution.

• Be familiar with the local conditions and requirements under which these services must be provided.

REFERENCES: Hays County requires respondent to supply with the statement of qualifications, a list of at least three (3) references where like services have been supplied by their company for municipalities of similar size within the last five (5) years. Include name of company, address, telephone number and name of representative.

RESPONSIBILTY: A prospective respondent must affirmatively demonstrate respondent’s responsibility.

A prospective respondent must meet the following requirements:

• Have adequate financial resources, or the above ability to obtain such resources as required.

• Be able to comply with required or proposed delivery schedule.

• Have a satisfactory record of performance.

• Be otherwise qualified and eligible to receive an award.

TIME OF PERFORMANCE: It is imperative that the prospective respondent respond to County requests in a timely manner and comply with required or proposed delivery schedules. Please describe how you intend to respond to and track County requests.

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SYSTEM FOR AWARD MANAGEMENT: Respondent and its Principals may not be debarred or suspended nor otherwise have an exclusion record created in the System for Award Management (SAM) website.

Include verification that the company as well as the company's principals are not listed (are not debarred) through the System for Award Management (www.SAM.gov). Enclose a printout of the Entity Registration page that shows your firm is in active status and is not expired.

D. Evaluation Criteria The Evaluating Committee will evaluate each respondent’s proposal based on a comprehensive set of criteria. Proposals received shall be evaluated and ranked by the County according to the following criteria: (Maximum Point Total 100)

1. Project History & Experience of the Company 25 points

2. Capacity to Perform 25 points

3. Qualifications of Staff 50 points

Interview (optional) Ranking At the County’s discretion, submitting entities may be requested by the Evaluating Committee to conduct interviews as part of the evaluation process, prior to making recommendations to Commissioners Court regarding award.

It is the practice of Hays County to encourage local participation and to promote and encourage contracting and subcontracting opportunities for locally owned businesses and labor in all contracts.

The County of Hays does not discriminate on the basis of race, color, national origin, sex, religion, age and disability in employment or the provision of services. Hays County is an Affirmative Action/Equal Opportunity Employer and strives to attain goals for Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u), as amended. Section 3 Residents and Business Concerns, Minority Business Enterprises, Small Business Enterprises and Women Business Enterprises are encouraged to submit proposals.

Hays County reserves the right to award to multiple contractors and to designate contractors in terms of primary service providers and standby service providers.

E. Statement of Qualifications (SOQs) Requirements SOQs shall be prepared simply and economically, providing a straightforward, concise description of the respondent’s ability to meet the requirements of this RFQ. Emphasis shall be on the quality, completeness, clarity of content, responsiveness to the requirements, and the understanding of the County’s Needs.

SOQs shall not exceed twenty (20) pages (10 sheets front and back) in length, but not including:

• Front and Rear Covers

• Letter of Transmittal: RFQ Subject Line, name of Vendor, address, telephone number, name of contact person, and signed by the individual authorized to negotiate for and contractually bind the company.

• Table of Contents

• Appendix materials (any required forms, see RFQ Submittal Checklist, and addenda from Hays

County)

Items that count towards the 20-page limit

• Profile/Experience of the Company

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Company information shall include: Company legal name of the Bidder, principal place of business, number of years in business, and description of company organization including identification of number of staff dedicated to the project.

Experience of the Company and prior work performance on three (3) projects of similar size and scope that have been completed in the last five (5) years.

Identify whether or not your firm has had any contracts terminated due to non-performance within the last five (5) years.

List of any criminal charges, civil lawsuits, or dispute resolutions to which the Company is a part in the past five (5) years and the nature of the issue. Indicating if and how it was resolved.

• Qualifications of Staff Provide resumes of all employees who may be assigned to provide services if your company is selected.

Provide an organizational chart containing the names, telephone numbers and email address of the prime providers and any sub-providers that would be proposed for the team and their contract responsibilities by work category.

Knowledge of current TxDOT and Federal policy relating to engineering services.

• Capacity to Perform

Describe the capacity to perform the Scope of Work activities.

Provide a description of your proposed approach/strategy to provide and perform the objectives, specific elements, and tasks associated with services.

Provide information on how the firm will regularly communicate and keep the County updated.

Clearly define the County’s participation and responsibilities Provide supplemental information or materials that would be beneficial to the decision process.

Sheet size is limited to 8½” x 11” sheets only, using 12-point font. The organizational chart is permissible to use an 11” x “17” sheet (one-sided) and a font smaller than 12-point for the organizational chart, provided text is clearly legible. It is permissible to use a font smaller than 12-point for graphics, provided text is clearly legible.

The proposal must be submitted with a continuous binding (e.g. – spiral, GBC, etc.) along the left edge;

no other binding will be accepted and should not exceed twenty (20) pages, ten (10) pages front and back, not including the appendix materials.

F. Submittal Requirements The Company must deliver their statement of qualifications (SOQs) to the Hays County Purchasing Office by one of the following methods by the specified deadline:

Mailed or Dropped off SOQs:

• One (1) original SOQ with required forms manually signed by the respondent with original signatures

• One (1) digital copy of the full SOQ with all required forms on a thumb drive

Electronic SOQs:

• Upload SOQ with required forms manually signed by the respondent. (through BidNet Direct)

• One (1) original SOQ with required forms manually signed by the respondent, delivered to the

Hays County Purchasing Office. Either the original or Electronic SOQ (through BidNet Direct) MUST be received by the due date and time to be considered responsive. Physical copy must be received in the Hays County Purchasing Office within 24 hours of SOQ due date.

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LATE SUBMITTALS WILL NOT BE ACCEPTED.

ALTERING SOQS: Any interlineations, alteration, or erasure made before receiving time must be initialed by the signer of the SOQ, guaranteeing authenticity.

WITHDRAWING OF SOQ: A SOQ may be withdrawn at any time prior to the official opening. After the official opening, SOQs may not be amended, altered or withdrawn without the recommendation of the County Purchasing Agent and the approval of Commissioners Court.

FORMS: All SOQs must be submitted on the forms provided in this solicitation document. Changes to solicitation forms made by bidders shall disqualify the SOQ.

REPONDENT’S ACCEPTANCE: by submitting a response to this RFQ, the respondent certifies that is has fully read and understands the terms, conditions and statements of this Request for Qualifications and has knowledge of the scope of the quality of services to be furnished and intends to adhere to the provisions described herein.

G. Limitations The awarded company expressly warrants that all services specified in the RFQ will be performed with care and diligence and in accordance with all specifications of the RFQ. The awarded company agrees to correct any deficiencies in its performance of services upon notification by the County and without additional expense to the County.

ACCEPT OR REJECT: It is understood that Hays County reserves the right to accept or reject any and all submittals as it shall deem to be in the best interest of Hays County. The prospective entities are fully responsible for all costs incurred in the preparation and/or presentation of the RFQ submittals. All received RFQ submittals will become the property of the County. The RFQ does not commit the County to award a contract, issue a purchase order, or pay any costs incurred in the preparation of a submission in response to this RFQ. SOQs may be held for one hundred twenty (120) calendar days after opening without taking action.

COMMISSIONERS COURT APPROVAL REQUIRED: The Hays County Commissioners Court must approve the contractors selected to provide the services requested in this RFQ. The County reserves the right to authorize contract negotiations to begin without further discussion with contractors submitting a response. Therefore, each SOQs should be submitted as completely and accurately as possible. The County reserves the right to request additional data, oral discussions, or presentations in support of the written SOQs.

Underwriter or Individual’s Obligation Regarding Evaluation

a. SUBMISSION OF INFORMATION. Submitters are cautioned that it is each underwriter and/or individual’s sole responsibility to submit information related to the evaluation categories, and the County is under no obligation to solicit such information if it is not included with the SOQs.

Failure of a contractor or individual to submit such information may cause an adverse impact on the evaluation of the specific SOQs.

b. SUBMITTER REVIEW OF RFQ. Submitters are responsible for examining and being familiar with all specifications, terms, conditions, provisions, and instructions of the RFQ and their responses.

Failure to do so will be at the contractor and/or individual’s risk and will not be a determinative factor when awarding the contract for services.

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ORAL NON-BINDING: Any non-written representations, explanations, or instructions given by County staff or County agents are not binding and do not form a part of, or alter in any way, the RFQ, a written agreement pertinent to the RFQ, or the awarding of the contract.

RESERVATIONS BY COUNTY: The Commissioners Court has the right to accept, reject, or cancel any and all submissions. In addition, the County expressly reserves the following:

1. waive any defect, irregularity, or informality in any submission or RFQ procedure;

2. extend the RFQ closing time and date;

3. reissue this RFQ in a different form or context;

4. procure any item by other allowable means;

5. revise and modify, at any time before the RFQ submittal due date, the factors and/or weights of factors the County will consider in evaluating RFQ submittals and to otherwise revise or expand its evaluation methodology as set forth herein;

6. investigate the qualifications of any contractor under consideration and require confirmation of information furnished by a contractor;

7. require additional information from a contractor concerning contents of its RFQ submittal and/or require additional evidence of qualifications;

8. waive minor deviations from specifications, conditions, terms, or provisions of the RFQ, if it is determined that waiver of the minor deviations improves or enhances the County’s business interests under the RFQ;

9. extend any contract when most advantageous to the County, as set forth in this RFQ.

10. appoint an evaluation committee to review RFQ submittals or responses, make recommendations and seek the assistance of outside technical experts in RFQ submittal evaluation;

11. hold interviews and conduct discussions and correspondence with one or more of the contractors responding to this RFQ to seek an improved understanding and evaluation of the responses to this RFQ.

12. disclose information contained in an RFQ submittal to the public as required under the Texas Public Information Act; AND/OR

13. exercise any other right reserved or afforded to Hays County under this RFQ. The County reserves the right to modify the process, in its sole discretion, to address applicable law and/or the best interest of the County.

AWARD IS ADMITTANCE INTO THE POOL. The selection of an underwriter or individual and award by the Hays County Commissioners Court based upon the firm’s qualifications is acceptance on the part of the County, thereby resulting in the ability to execute binding contracts between the County and the selected underwriter through a Professional Services Agreement.

H. Pre-Qualified Acceptance into Pool

1. SOQ IS AN INDICATION OF ABILITY TO PERFORM REQUESTED SERVICES. The SOQ submitted by an underwriter or individual is an indication of the ability of the underwriter or individual to perform the requested services.

2. AGREEMENT; EXCEPTIONS.

a. Submission of an SOQ is a representation by a submitter that the submitting underwriter or individual agrees to the terms, conditions, and other provisions contained in the RFQ, unless the submitter clearly and specifically presents in its SOQ any exceptions to the terms, conditions, and other provisions contained in the RFQ.

b. Exceptions presented in an SOQ are not to be considered incorporated into the contract between the County and the selected underwriter or individual unless and until the County agrees to accept such exceptions.

c. The selected underwriter must acknowledge and agree that any negotiated contract resulting from this RFQ includes the terms, conditions, and other provisions contained in the RFQ, the

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SOQ selected (including any exceptions accepted by the County) which is acceptable to the County and is not in conflict or contravention of the RFQ, and any other documents mutually agreed upon by the County and the selected underwriter or individual.

3. CONFIDENTIALITY OF DOCUMENTS.

a. ALL STATEMENTS OF QUALIFICATION SUBMITTED WILL BE SUBJECT TO THE TEXAS PUBLIC

INFORMATION ACT.

b. On each page where confidential information appears, the Underwriter or Individual must label the confidential information. Failure to so label the confidential information shall be considered as a waiver of any confidentiality rights or interests by said Underwriter or Individual.

c. Marking your entire SOQ CONFIDENTIAL/PROPRIETARY is not in conformance with the Texas Open Records Act.

4. NON-NEGOTIABLE TERMS. The following terms or conditions are not negotiable:

a. Unfunded Liability. The County will not incur a debt or obligation to pay selected underwriter or individual any amounts the County does not have the current funds available to pay, unless the contract includes a provision for the County to appropriate funding for the debt or obligation.

b. Indemnification. The County does not assume any liability to third persons, nor will the County reimburse the underwriter for its liability to a third person, with respect to loss due to death, bodily injury, or damage to property resulting in any way from the performance of a contract or any subcontract hereunder, and the underwriter further agrees to provide the defense for, and indemnify and hold harmless County from any and all claims, suits, causes of action, and liability, arising in connection with a contract.

c. Advance Payments. The County will not make advance payments to a selected underwriter or individual or any third party pursuant to this RFQ or resulting contract.

d. Gift of Public Property. The County will not agree to any terms or conditions that cause the County to lend its credit or grant public money or anything of value to the selected underwriter or individual.

e. Procurement Laws. The County will not agree to any terms or conditions that cause the County to violate any federal, Texas, or local procurement laws.

f. Limitation of Liability. The County will not agree to allow the selected underwriter or individual to limit its liability for breach or default of contract to the contract amount or to the amount the County has paid up to the time of the breach or default.

g. Attorney’s fees; Legal Costs. The County will not agree to pay the selected underwriter or individual’s attorney’s fees or other legal costs under any circumstances.

h. Venue; Applicable Law. This RFQ and any resulting contract will be governed and construed according to the laws of the State of Texas. The terms and conditions of the contract awarded pursuant to the RFQ are fully performable in Hays County, Texas and venue for any dispute regarding contract shall be in Hays County, Texas.

I. Warranty of Performance

The successful respondent expressly warrants that all services specified in the RFQ will be performed with care and diligence and in accordance with all specifications of the RFQ. The successful bidder agrees to correct any deficiencies in performance of services upon notification by the County and without additional expense to the County.

CONTINUING NON-PERFORMANCE of the bidder, in terms of specifications, shall be basis for the termination of the contract by the County. The County shall not pay for merchandise/services that are unsatisfactory. Failure to perform any provision will constitute a default of contract, in which case, corrective action shall take place within ten (10) days from the date of written notice citing the nature of breach. Failure to take corrective action or to provide a satisfactory written reply excusing such failure within the prescribed ten (10) days will authorize the County to terminate this agreement by written notice.

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COMPLIANCE WITH LAWS: The successful Respondents shall comply with all applicable federal, state and local laws and regulations pertaining to the practice of the profession and the execution of the duties under the solicitation. Any contract executed as a result of this RFQ shall be governed by the laws of the State of Texas.

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IV. General Terms and Conditions for Solicitations Applicable To: Request for Qualifications (RFQ)

1. GENERAL DEFINITIONS:

a. "Auditor" means the Hays County Auditor or his/her designee.

b. "Commissioners Court" means Hays County Commissioners Court.

c. “Contract” means the contract awarded pursuant to the RFQ.

d. “Contractor” means a person or firm receiving an award of contract from Commissioners Court.

e. "County" means Hays County, Texas, a political subdivision of the State of Texas.

f. "County Building" means any County owned buildings and does not include buildings leased by County.

g. "Is doing business" and "has done business" mean:

i. Paying or receiving in any calendar year any money or other valuable thing which is worth more than $250 in the aggregate in exchange for personal services or for purchase of any property or property interest, either real or personal, either legal or equitable; or

ii. Loaning or receiving a loan of money; or goods or otherwise creating or having in existence any legal obligation or debt with a value of more than $250 in the aggregate in a calendar year;

iii. But does not include any retail transaction for goods or services sold to a Key Contracting Person at a posted, published, or marked price available to the general public.

h. "Key Contracting Person" means any person or business listed in Exhibit A to Affidavit.

i. "Purchasing Manager" means the Hays County Purchasing Manager.

j. “Sub-contractor” means a person or firm doing business with a Contractor.

2. FUNDING: Funds for payment on this Contract have been provided through the County budget approved by Commissioners Court for this fiscal year only. State of Texas statutes prohibit the obligations and expenditure of public funds beyond the fiscal year for which a budget has been approved. However, the cost of items or services covered by this Contract is considered a recurring requirement and is included as a standard and routine expense of Hays County to be included in each proposed budget within the foreseeable future. County Commissioners expect this to be an integral part of future budgets to be approved during the period of this Contract except for unanticipated needs or events which may prevent such payments against this Contract.

However, County cannot guarantee the availability of funds, and enters into this Contract only to the extent such funds are made available. The Fiscal Year for County extends from October 1st of each calendar year to September 30th of the next calendar year.

3. FUNDING OUT: Despite anything to the contrary in this Contract, if, during budget planning and adoption, Commissioners Court fails to provide funding for this Contract for the following fiscal year of County, County may terminate this Contract after giving Contractor thirty (30) calendar days written notice that this Contract is terminated due to the failure to fund it.

4. INVOICING/PAYMENTS:

a. Contractor shall provide County with an Internal Revenue Form W-9, Request for Taxpayer Identification

Number and Certification, that is completed in compliance with the Internal Revenue Code and its rules and regulations before any Contract funds are payable.

b. As a minimum, invoices shall include: (i) name, address, and telephone number of Contractor and similar information in the event payment is to be made to a different address; (ii) County Contract or Purchase Order number; (iii) identification of products or services as outlined in this Contract; (iv) quantity or quantities, applicable unit prices, total prices, and total amount; and (v) any additional payment information called for by this Contract. County will not pay invoices that are in excess of the amount authorized by the purchase order.

c. Payment shall be made by check or warrant by County upon satisfactory delivery and acceptance of products and services and submission of an invoice to the address below:

County Auditor

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712 S Stagecoach Trail, Suite 1071 San Marcos, Texas 78666

d. Payment shall be deemed to have been made on the date of mailing of the check or warrant. For purposes of payment discounts, time will begin upon satisfactory delivery of products and services and/or submission of acceptable invoice, whichever is last. Partial payments will not be made unless specifically requested and approved by County prior to Contract award.

e. Accrual and payment of interest on overdue payments shall be governed by Tex. Gov't Code Ann., ch.

2251.

5. COUNTY TAXES: If the Contractor subsequently becomes delinquent in the payment of County taxes, it will be grounds for cancellation of the contract. Despite anything to the contrary, if the contractor is delinquent in payment of County property taxes at the time of invoicing, Contractor assigns any payments to be made for performance under this contract to the County Tax Assessor-Collector for the payment of delinquent taxes.

6. PROMPT PAYMENT ACT: TEX. GOV'T CODE ANN., ch 2251 (Vernon Supp. 1995) requires that payments be made within 30 calendar days. If County fails to pay within 30 days, interest on overdue amounts is subject to Chapter 2251, Texas Government Code. The law does not apply if the terms of a federal grant, contract, regulation, or statute prevent local governments from making timely payments with federal funds. Contractors and subcontractors must pay their suppliers interest if the supplier is not paid within 10 calendar days after the contractor or subcontractor receives payment. Contractors must apply for interest payments within 6 months of submitting a proper invoice if they believe such interest was due but not paid. Interest begins accruing 30 days after either of the following, whichever is later; (i) satisfactory delivery or performance has been completed, or, (ii) a correct invoice is received at the designated place.

7. FOB POINT: Delivery of all products under this contract, if any, shall be made Free on Board to final destination, at the address shown in this contract or as indicated on each Purchase Order placed against this contract. The title and risk of loss of the goods shall not pass to County until acceptance takes place at the F.O.B. point.

8. INSPECTION AND ACCEPTANCE: The County office or department receiving items pursuant to this contract shall inspect and accept only those items that are satisfactory to them, and reject those items which are damaged or which do not conform to specifications. Contractor shall be responsible for the proper labeling, packing, and delivery to final destination, including replacement of rejected deliveries.

9. VARIATION IN QUANTITY: No variation in the quantity of any item called for by this contract will be accepted unless such variation has been caused by conditions of loading, shipping, or packing, or allowances in manufacturing processes, and then only to the extent, if any, specified elsewhere in this contract.

10. OFFICIALS NOT TO BENEFIT: If a member of Commissioners Court belongs to a cooperative association, the County may purchase equipment or supplies from the association only if no member of the Commissioners Court will receive a pecuniary benefit from the purchase, other than as reflected in an increase in dividends distributed generally to members of the association.

11. NONDISCRIMINATION; CIVIL RIGHTS/ADA COMPLIANCE:

a. Contractor shall not engage in employment practices that have the effect of discriminating against employees or prospective employees because of age, race, color, sex, creed, national origin or handicapped condition.

b. Contractor shall provide all services and activities required in a manner that would comply with the Civil Rights Act of 1964, as amended, the Rehabilitation Act of 1973, Public Law 93-1122, Section 504, and with the provisions of the Americans with Disabilities Act of 1990, Public Law 101-336 [S.933] if Contractor were an entity bound to comply with these laws.

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12. CHANGES:

a. This Contract may be amended only by written instrument signed by both County and Contractor. It is acknowledged by Contractor that NO OFFICIAL, EMPLOYEE, AGENT OR REPRESENTATIVE OF COUNTY HAS ANY AUTHORITY, EITHER EXPRESS OR IMPLIED, TO CHANGE THE SCOPE OF THIS CONTRACT OR OTHERWISE AMEND THIS CONTRACT, OR ANY ATTACHMENTS HERETO, UNLESS EXPRESSLY GRANTED

THAT AUTHORITY BY THE COMMISSIONERS COURT.

b. Contractor shall submit all requests for changes to this Contract or any attachment(s) to it to the Purchasing Manager. The Purchasing Manager shall present Contractor's requests to Commissioners Court for consideration.

13. REPRESENTATIONS:

a. Contractor represents that he has thoroughly examined the drawings, specifications, schedule, instructions and all other contract documents. Contractor has made all investigations necessary to be thoroughly informed regarding plant and facilities for delivery of material, equipment and/or services as required by the proposal conditions.

b. The Contractor's delivery time includes weekends and holidays.

c. Contractor certifies that he is a qualified, bondable business entity that he is not in receivership or contemplates it, and has not filed for bankruptcy. He further certifies that the Company, Corporation, Partnership, or Sole Proprietorship is not delinquent with respect to payment of County property taxes.

d. Contractor warrants that all applicable patents and copyrights which may exist on items that will be supplied under the contract have been adhered to and further warrants that County shall not be liable for any infringement of those rights. Warranties granted County shall apply for the duration of this contract or for the life of equipment or supplies purchased, whichever is longer. County must not extend use of the granted exclusive rights to any other than County employees or those with whom County has established a relationship aimed at furthering the public interest, and then only for official public uses. County will not knowingly or intentionally violate any applicable patent, license, or copyright. Contractor must indemnify County, its officers, agents, and employees against all claims, suits, and liability of every kind, including all expenses of litigation, court costs, and attorney's fees arising in connection with any alleged or actual infringement of existing patents, licenses or copyrights applicable to items sold.

e. The Contractor warrants that upon execution of a contract with the County, he will not engage in employment practices which have the effect of discriminating against employees or prospective employees because of age, religion, race, color, sex, creed, handicap, or national origin and will submit reports as the County may require to assure compliance.

f. Contractor warrants to County that all items delivered and all services rendered will conform to the specifications, drawings, or other descriptions furnished or incorporated by reference, and will be of merchantable quality, good workmanship, and free from defects. Contractor further agrees to provide copies of applicable warranties or guarantees to the Purchasing Manager. Copies will be provided within 10 days after the Notice of Award is issued. Return of merchandise under warranty shall be at Contractor's expense.

14. SUBCONTRACTS:

a. Contractor shall not enter into any subcontracts for any service or activity relating to the performance of this Contract without the prior written approval or the prior written waiver of this right of approval from County. IT IS ACKNOWLEDGED BY CONTRACTOR THAT NO OFFICER, AGENT, EMPLOYEE OR REPRESENTATIVE OF COUNTY HAS THE AUTHORITY TO GRANT SUCH APPROVAL OR WAIVER UNLESS

EXPRESSLY GRANTED THAT SPECIFIC AUTHORITY BY THE COMMISSIONERS COURT.

b. If a subcontract is approved, Contractor must make a "good faith" effort to take all necessary and reasonable steps to insure HUBs maximum opportunity to be subcontractors under this Contract.

Contractor must obtain County approval of all proposed HUB subcontractors through the Purchasing

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Manager. Failure by Contractor to make a good faith effort to employ HUBs as subcontractors constitutes a breach of this Contract and may result in termination of this Contract.

15. ASSIGNMENT:

a. The parties to this Contract shall not assign any of the rights or obligation hereunder without the prior written consent of the other party. No official, employee, representative or agent of County has the authority to approve any assignment under this Contract unless that specific authority is expressly granted by Commissioners Court.

b. The terms, provisions, covenants, obligations and conditions of this Contract are binding upon and inure to the benefit of the successors in interest and the assigns of the parties to this Contract if the assignment or transfer is made in compliance with the provisions of this Contract.

c. Contractor remains responsible for the performance of this Contract when there is a change of name or change of ownership. If a change of name is required, the Purchasing Manager shall be notified immediately. No change in the obligation of or to Contractor will be recognized until it is approved by Commissioners Court.

16. DISPUTES AND APPEALS: The Purchasing Manager acts as the County representative in the issuance and administration of this contract in relation to disputes. Any document, notice, or correspondence not issued by or to the Purchasing Manager or other authorized County person, in relation to disputes is void unless otherwise stated in this contract. If the Contractor does not agree with any document, notice, or correspondence issued by the Purchasing Manager, or other authorized County person, the Contractor must submit a written notice to the Purchasing Manager within ten (10) calendar days after receipt of the document, notice, or correspondence, outlining the exact point of disagreement in detail. If the matter is not resolved to the Contractor’s satisfaction, Contractor may submit a written Notice of Appeal to the Commissioners Court, through the Purchasing Manager, if the Notice is submitted within ten (10) calendar days after receipt of the unsatisfactory reply.

Contractor then has the right to be heard by Commissioners Court.

17. MEDIATION: When mediation is acceptable to both parties in resolving a dispute arising under this Agreement, the parties agree to use a mutually agreed upon mediator, or a person appointed by a court of competent jurisdiction, for mediation as described in Section 154.023 of the Texas Civil Practice and Remedies Code. Unless both parties are satisfied with the result of the mediation, the mediation will not constitute a final and binding resolution of the dispute. All communications within the scope of the mediation shall remain confidential as described in §154.073 of the Texas Civil Practice and Remedies Code, unless both parties agree, in writing, to waive the confidentiality.

18. FORCE MAJEURE: If the performance by either party of any of its obligations under this Contract is interrupted or delayed due to an act of God or the common enemy or as the result of war, riot, civil commotion, sovereign conduct, or the act or conduct of any person or persons not a party to this Contract, then it shall be excused from performance for such period of time as is reasonably necessary to remedy the effects thereof.

19. NON-WAIVER OF DEFAULT:

a. No payment, act or omission by County may constitute or be construed as a waiver of any breach or default of Contractor which then exists or may subsequently exist. No official, agent, employee or representative of County may waive any breach of any term or condition of this Contract unless expressly granted that specific authority by the Commissioners Court.

b. All rights of County under this Contract are specifically reserved and any payment, act or omission shall not impair or prejudice any remedy or fight to County under it. Any right or remedy in this Contract shall not preclude the exercise of any other right or remedy under this Contract or under any law, nor shall any action taken in the exercise of any right or remedy be deemed a waiver of any other rights or remedies.

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20. TERMINATION FOR DEFAULT: Failure by either County or Contractor to perform any provisions of this Contract shall constitute a breach of contract. Either party may require corrective action within ten (10) calendar days after date of receipt of written notice citing the exact nature of the other's breach. Failure to take corrective action or failure to provide a satisfactory written reply excusing such failure within the ten (10) calendar days shall constitute a default. The defaulting party shall be given a twenty (20) calendar day period within which to show cause why this Contract shall not be terminated for default. All notices for corrective action, breach, default or show cause on behalf of County shall be issued by the Purchasing Manager or County legal representative only, and all replies to the same shall be made in writing to the County Purchasing Manager or County legal representative at the address provided herein. Notices issued by or to anyone other than the Purchasing Manager or County legal representative shall be null and void, and shall be considered as not having been issued or received. County reserves the right to enforce the performance of this Contract in any manner prescribed by law in case of default and may contract with another party with or without competition or further notification to the contractor. At a minimum, Contractor shall be required to pay any difference in the cost of securing the services covered by this Contract, or compensate for any loss or damage to the County derived hereunder if it becomes necessary to contract with another source because of a default, plus reasonable administrative costs and attorney's fees. In the event of termination for default, County, its agents or representatives, shall not be liable for loss of any profits anticipated under this Contract.

21. TERMINATION FOR CONVENIENCE: County reserves the right to terminate this Contract upon thirty (30) days written notice for any reason deemed by the Commissioners Court to serve the public interest, or resulting from any governmental law, ordinance, regulation, or court order. Termination for convenience shall not be exercised with the sole intention of awarding the same or similar contract requirements to another source. In the event of such termination, County shall pay Contractor those costs directly attributable to work done in preparation for compliance with this Contract prior to termination; provided, however, that no costs shall be paid which are recoverable in the normal course of the business in which Contractor is engaged, nor shall County pay any costs which can be mitigated through the sale of supplies or inventories.