ESBD_File_353716_802-24-46440_RFP_Compensation_Study.pdf

Texas Parks and Wildlife Department Purchasing and Contracting C-1

4200 Smith School Road Austin, Texas 78744

REQUEST FOR PROPOSALS

RFP No. 802-24-46440

Compensation Study Services for State Parks Division

NIGP Class/Items: 961-62

RFP Issue Date: March 18, 2024 Questions Due: March 25, 2024; 2:00 PM CT

Proposal Due Date: April 4, 2024; 2:00 PM CT

Purchaser: Nicole Ernzen 361-413-8984 Purchasing.BidBox@tpwd.texas.gov

ATTENTION: It is the responsibility of interested parties to periodically check the Electronic State Business Daily (ESBD) website for updates to this solicitation prior to submitting a response. The Respondent’s failure to periodically check the ESBD will in no way release the selected contractor from “addenda or additional information” resulting in additional cost to meet the requirements of the RFP.

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Table of Contents

SECTION I – GENERAL INFORMATION AND STATEMENT OF WORK

1. Introduction

2. Background

3. Solicitation Method and Intent

4. Contract Term

5. Qualifications and Experience

6. Scope of Work and Specifications

7. Contractor Requirements

8. TPWD Responsibilities

9. Performance Measures

10. Adding New Products/Services to Contract After Award

11. Modifications of Contract Terms and/or Amendments

12. Subcontracting

13. Contract Administration

14. Invoicing and Payment

SECTION II – PROPOSAL REQUIREMENTS

1. Schedule of Events

2. Inquiries

3. Proposal Content

4. Proposal Submission

5. Delivery of Proposals

6. Evaluation and Award

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SECTION III – GENERAL TERMS AND CONDITIONS

EXHIBIT A – EXECUTION OF PROPOSAL

EXHIBIT B – PRICE SCHEDULE

EXHIBIT C – COMPANY PROFILE

EXHIBIT D – KEY PERSONNEL

EXHIBIT E – PAST PROJECTS WITH CORRESPONDING REFERENCES

EXHIBIT F – TECHNICAL PROPOSAL

EXHIBIT G – RESPONSE SUBMISSION CHECKLIST

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SECTION I – GENERAL INFORMATION AND STATEMENT OF WORK

1. INTRODUCTION

Texas Parks and Wildlife Department is seeking qualified Respondents to provide comprehensive compensation study services for the State Parks Division. All services must be complete no later than 120 calendar days from award, including the final report.

2. BACKGROUND

The State Parks Division employs approximately 1,300 full-time equivalent staff members in approximately 125 job classifications ranging from entry-level to executive leadership positions. The division is committed to providing competitive salaries and benefits to address challenging recruitment and retention issues in response to feedback received through the Survey of Employee Engagement conducted every two years and as expressed to division leadership. Communities continue to grow closer to the areas where our facilities are located and the competition for qualified applicants is at an all-time high. As such, the division seeks to obtain labor data for similar park operations and structures on the municipal, county, state, and national levels, as well as for entry-level positions by geographical area across the state.

3. SOLICITATION METHOD AND INTENT

3.1. The Request for Proposal (RFP) solicitation method allows qualified respondents to submit a written proposal addressing pricing, qualifications, experience, availability, approach and other factors that will be employed to ensure successful accomplishment of the requirements set forth herein. TPWD will review, compare and evaluate responses based on the criteria and weights identified in this RFP.

3.2. It is TPWD’s intent to identify qualified vendors and award a single contract. Award will be made based on best value to the State. It is TPWD’s sole discretion to determine best value.

4. CONTRACT TERM

4.1. Initial Contract Term: The contract shall commence on Date of Award and continue through August 31, 2024, unless sooner terminated under the terms of the contract. All reimbursable services must be completed by August 31, 2024 or 120 calendar days from date of award, whichever is first. TPWD will not pay for expenses incurred after August 31, 2024. Respondents shall submit their project schedule with their proposal. Schedule may be a factor in determining award.

4.2. Termination: The contract shall terminate upon full performance of all requirements contained in the contract, unless otherwise extended or renewed, as provided in accordance with the contract terms and conditions.

4.3. Amendments: The contract may be amended in writing by mutual consent of the parties.

5. QUALIFICATIONS AND EXPERIENCE

5.1. Minimum Qualifications and Experience: Respondent (and awarded contractor) shall meet the following minimum qualifications:

5.1.1. Shall be engaged in the business of assessing compensation for a minimum of five (5) years within the past five (5) years, services similar in type and quantity to those listed herein. Recent start-up businesses do not meet the requirements of this solicitation. (A start-up business is defined as a new company that has no previous operations history or expertise in the relevant business and is not affiliated with a company that has that history of expertise.)

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5.1.2. Shall have available the necessary qualified personnel, skills, qualifications, organization, facilities, equipment and supplies required to fulfill all requirements under this RFP and any resulting contract.

5.1.3. Shall be in good financial standing. TPWD reserves the right to request a copy of the respondent’s audited or un-audited financial statement.

5.2. Supporting Documentation: Respondent shall complete and submit Exhibit C – Company Profile, Exhibit D – Key Personnel, Exhibit E – Past Projects with Corresponding References with proposal to provide documentation to support the above qualifications. (Ref: Section II, Subsection 3.3.)

6. SCOPE OF WORK AND SPECIFICATIONS

Contractor will conduct a comprehensive compensation study of the State Park Division’s current salaries in accordance with the following specifications. Services shall be completed within 120 calendar days from Date of Award.

6.1. Contractor shall provide comprehensive comparison to the following:

6.1.1. National Park System like positions.

6.1.2. Comparison of like positions with other State agencies for all positions with annual average salary, midpoint of range, and highest salary levels. For example, comparing archeologist salaries at Texas Department of Transportation (TXDOT) to TPWD, or interpreters at Texas Historical Commission (THC) to TPWD.

6.1.3. States with park systems most like Texas, such as Florida and California.

6.1.4. Local (city and county) entity park and recreation operations, and water / wastewater operator positions in communities near State Parks facilities

6.1.5. Comparable labor data for entry-level jobs in the geographical areas such as Dallas-Fort

Worth, Austin, Fort Davis/Big Bend, El Paso, Uvalde/Del Rio, Coastal Bend, Panhandle, Tyler, Rio Grande Valley, Houston, and San Antonio.

6.2. Contractor shall prioritize for the Division the most critical positions that have been identified as below-market or below State of Texas pay levels.

6.3. Contractor shall provide recommendations for a step-type structure within a classification level and its salary range, or other comparable approach such as the Federal General Schedule, for all classifications within the State Parks division, excluding Schedule C classifications.

6.4. Contractor shall provide Career Ladder structure for targeted positions defined by the State Parks division and provide estimated costs.

6.5. Contractor shall provide market pay recommendations for additional pay structures of specialized skills such as bi-lingual, additional duties (such as additional duty safety officer, volunteer coordinator, wildland firefighter), etc. for non-law enforcement positions.

6.6. Contractor shall provide a written report of findings as a primary source. Any digital access to information is considered as a secondary source and not required.

7. CONTRACTOR REQUIREMENTS

7.1. Contractor agrees to conduct all its services under the awarded contract by and through appropriate communications with TPWD. No work, installation or other services shall be undertaken by Contractor except with the prior written authorization by TPWD. Contractor understands and agrees that work, installation or other service performed without prior written authorization of the TPWD is work outside the scope of this contract and shall be performed exclusively at Contractor’s risk.

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7.2. Contractor shall provide service in accordance with requirements specified herein and the resulting contract(s) and adhere to the TPWD Terms and Conditions.

7.3. Contractor shall provide all labor, materials and equipment necessary to meet requirements of the specified services throughout the term of the contract.

7.4. Contractor is responsible for all costs incurred in the performance of the contract.

7.5. Contractor shall comply with all laws, ordinances, statutes and regulations pertaining to the services requested herein, and shall obtain such permits, licenses or other authorizations as may be required.

7.6. Contractor shall follow relevant safety rules and conduct the work in a safe manner.

7.7. Contractor shall attend all scheduled teleconference meetings as necessary to complete the specified services.

8. TPWD RESPONSIBILITIES

8.1. TPWD will designate a Project Manager and Contract Manager upon contract award.

8.2. TPWD will furnish no material, labor, equipment, or facilities unless otherwise provided for in this contract.

8.3. TPWD will provide a list of positions critical for comparison, park-system common classifications and internal program-level classifications.

8.4. TPWD will provide Functional Job Descriptions of positions critical for comparison, park-system common classifications and internal program-level classifications.

8.5. TPWD will provide information as provided by the Texas State Auditor’s Office such as statewide comparison of classifications and salaries with average annual salary, midpoint of range, and highest paid salary.

8.6. TPWD will provide current Texas State Park Salary Schedule with Minimum Requirements for park-system classifications and State Park and Game Warden/Law Enforcement Salary Schedules with Stipends.

9. PERFORMANCE MEASURES

9.1. Contractor will be responsible for the performance of any contractual obligations that may result from an award based on this RFP and shall not be relieved due to non-performance of any or all subcontractor(s).

By submitting a proposal, the Respondent commits to providing the goods and services required in the RFP. The successful Respondent(s) will be required to abide by TPWD policies, procedures, standards and guidelines relevant to the execution of this contract.

9.2. TPWD will measure and evaluate the Contractor’s and/or subcontractor’s performance under the contract.

If the Contractor or subcontractor does not meet any standards for deliverables and/or performance incentives (if applicable), TPWD may impose remedies if the Contractor or subcontractor(s) fails to meet their responsibilities as outlined in the RFP and the terms and conditions of the contract. All services and deliverables under the contract shall be provided at an acceptable quality level and in a manner consistent with acceptable industry standards, customs, and practices. In the event TPWD deems that the Contractor’s performance does not meet an acceptable quality level of service and deliverables, TPWD may seek or negotiate remedies with the Contractor.

10. ADDING NEW PRODUCTS/SERVICES TO CONTRACT AFTER AWARD

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Following the contract award, additional products/services of the same general category that could have been encompassed in the award of this contract, and that are not already on the contract, may be added. A formal written request will be sent to successful respondent to quote on the proposed additional products/services. Respondent shall submit proposals to TPWD as instructed. All prices are subject to negotiation with the Best and Final Offer (“BAFO”). TPWD may accept or reject any or all proposals and may issue a separate solicitation for the products/services after rejecting some or all of the responses. The products/services covered under this provision shall conform to the specifications as outlined in the request.

11. MODIFICATIONS OF CONTRACT TERMS AND/OR AMENDMENTS

11.1. The terms and conditions of the Contract shall govern all transactions under the Contract.

11.2. The Contract may only be modified or amended upon mutual written agreement of TPWD Purchaser(s) and the Contractor.

11.3. Terms and conditions that do not conflict with the Contract and are acceptable to the Contractor(s) may be added in a Purchase Order and given effect. No additional term or condition added in a Purchase Order can conflict with or diminish a term or condition of the Contract. In the event of a conflict between Purchase Order and the Contract, the Contract term shall control.

12. SUBCONTRACTING

Refer to Section III – General Terms and Conditions, Paragraph 56 – Subcontractors.

13. CONTRACT ADMINISTRATION

TPWD will maintain on-going review and status of Contractor’s progress toward completion of services and will certify whether contractor’s billings are reasonably comparable with the work completed. Payment(s) will not be made until all work has been reviewed and accepted by TPWD.

Administration of the contract is a joint responsibility of TPWD State Parks Division and the TPWD Purchasing & Contracting Branch. TPWD purchasing staff will be responsible for administering the contractual business relationship with the contractor. Upon issuance of contract, TPWD will designate an individual who will serve as the contract manager and point-of-contact between the agency and the contractor. The contract 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. This individual’s contract management and contract administration responsibilities include, but are not limited to:

13.1. Monitoring the contractor’s progress and performance and ensuring services conform to established specification requirements.

13.2. Managing the financial aspects of the contract including approval of payments.

13.3. Meeting with the contractor to schedule service, and as needed to review progress, discuss problems, and consider necessary action.

13.4. Identifying a breach of contract by assessing the difference between contract performance and non-performance.

13.5. Other areas as identified by the State of Texas Procurement and Contract Management Guide, latest edition.

14. INVOICING AND PAYMENT

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The following procedures apply to invoicing and payment in addition to those listed in Section III, General Terms and Conditions, Paragraph 9:

14.1. Contractor to submit invoice(s) to: Texas Parks & Wildlife Department, Accounts Payable, 4200 Smith

School Road, Austin, Texas 78744.

14.2. Invoices must show:

14.2.1. Name of Contractor exactly as shown on the contract, Texas Payee Identification Number (PIN), and correct "Remit to" address

14.2.2. Name of receiving entity

14.2.3. Contract/purchase order number

14.2.4. Description, quantity, unit of measure, unit price, extended price of each item

14.2.5. Total price

14.2.6. Discount, if applicable, extended and deducted to arrive at a NET TOTAL for invoice

14.2.7. Attach supporting documentation, if required

14.3. Payment:

14.3.1. The contractor will be paid for the services performed as invoiced. If another payment mechanism is agreed to by the parties, then contractor will be paid in accordance with the agreement approved by the parties.

14.3.2. Under no circumstances shall TPWD be obligated to make any payment (whether a progress payment or final payment) to Contractor, if any of the following conditions exists:

14.3.2.1. Contractor is in breach of this contract;

14.3.2.2. Any portion of a payment is for services that were not performed in accordance with this contract provided, however, payment shall be made for those services which were performed in accordance with this contract;

14.3.2.3. Contractor has failed to make payments promptly to consultants or other third parties used in connection with services for which TPWD has made payment to Contractor;

14.3.2.4. If TPWD, in good faith, determines that the balance of the unpaid fees are not sufficient to complete the services in accordance with this contract; or if Contractor has failed to achieve a level of performance necessary to maintain the project schedule. No deductions shall be made from Contractor’s compensation on account of liquidated damages or other sums withheld from payments to other contractors or on account of the cost of changes in the Work other than those for which Contractor may be liable.

14.3.3. Payment normally will be made to the Contractor within 30 days after receipt of a properly prepared invoice or the receipt of and the acceptance of services ordered, whichever is later. State agencies are required by state law to pay properly submitted invoices within 30 days or the Contractor may charge a late payment fee established by law.

14.3.4. Payments for services purchased with state appropriated funds will be made through state warrants issued by the Comptroller of Public Accounts. Payments by qualified ordering entities will be made through the entities local payment system.

14.3.5. Electronic payment may be available through some ordering entities. Contact Accounts Payable at

512-389-4833 for additional information.

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SECTION II – PROPOSAL REQUIREMENTS

1. SCHEDULE OF EVENTS

TPWD intends to proceed according to the following schedule. These dates represent a tentative schedule of events. TPWD reserves the right to change the dates in the schedule of events above upon written notification to prospective Respondents through a posting on the Electronic State Business Daily as an Addendum.

Event Date/Time RFP Issue Date: March 18, 2024 Questions Due: March 25, 2024; 2:00 PM CT Proposal Due Date: April 4, 2024; 2:00 PM CT

2. INQUIRIES

2.1. CONTACT: All requests, questions, or other communications about this Solicitation shall be made in writing to TPWD’s Purchasing Department, addressed to the following person:

Nicole Ernzen, Purchaser Texas Parks & Wildlife Department 4200 Smith School Road Austin, Texas 78744

Contact Info:

Fax 512-389-4677 Email: Purchasing.BidBox@tpwd.texas.gov

2.2. CLARIFICATIONS: TPWD will allow written requests for clarification of this Solicitation. Questions may be faxed or e-mailed to the point-of-contact listed in Section II, Subsection 2.1. Questions should be submitted in the following format: a) Reference the Solicitation number; b) Reference the Section number, Page number, Paragraph number, and Text of passage being questioned; and c) Question.

2.3. DEADLINE FOR SUBMISSION OF QUESTIONS: To provide TPWD with sufficient time to adequately prepare responses to vendor inquiries, all questions must be submitted by the deadline specified in Section II, Subsection 1.

2.4. ANSWERS TO QUESTIONS: The target date for answering questions is within three business days after deadline for questions. Official answers will be posted as an addendum to this solicitation, on the Electronic State Business Daily at http://www.txsmartbuy.com/esbd. Respondent names will be removed from questions in the responses released. TPWD reserves the right to amend answers prior to the proposal submission deadline. If respondents do not have Internet access, copies may be obtained through the point of contact listed above. Note: It is the responsibility of interested parties to periodically check the ESBD for updates to the procurement prior to submitting a proposal. Respondent’s failure to periodically check the Electronic State Business Daily (ESBD) will in no way release the selected vendor from “addenda or additional information” resulting in additional costs to meet the solicitation requirements.

2.5. PROHIBITED COMMUNICATIONS: Upon issuance of this solicitation, TPWD, its representative(s), or partners will not answer questions or otherwise discuss the contents of this Solicitation with any potential Respondent or their representative(s), except for the written inquires described in Section II, Subsection

2.2 above. Attempts to ask questions by phone or in person will not be allowed or recognized as valid.

Failure to observe this restriction may disqualify respondent. Respondent shall rely only on written statements issued through or by TPWD’s purchasing staff. This restriction does not preclude discussions between affected parties for the purposes of conducting business unrelated to this solicitation.

3. PROPOSAL CONTENT

http://www.txsmartbuy.com/esbd

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Below is a summary of required and requested information. Proposals submitted without this information will be evaluated accordingly. TPWD reserves the right, in its sole judgment and discretion, to waive minor technicalities and errors in the best interest of the state.

3.1. GENERAL RESPONSE FORMAT:

Respondents shall submit one (1) original proposal signed in ink (marked Original). In addition, Respondents should submit one (1) copy of the proposal. Pricing should not be included in the submitted copies. Submissions should be on 8 ½ x 11 inch paper and tab-indexed corresponding to the sections/exhibits listed below. (Plastic spine-bound or wire-bound submittals are highly discouraged.)

3.2. REQUIRED RESPONSE CONTENT:

Respondent MUST include the following documentation in their response submission. Failure to submit with response will result in disqualification of the proposal.

3.2.1. Exhibit A – Execution of Proposal: Respondent must submit original signed, dated and completed Exhibit A - Execution of Proposal.

3.2.2. Exhibit B – Compensation and Fees Schedule: Include completed Exhibit B – Pricing Schedule.

Pricing should not be included in the submitted copies.

3.3. ADDITIONAL RESPONSE CONTENT:

Respondent shall include the following additional documentation in their response submission, or within one business day of TPWD request. Failure to submit this additional documentation by TPWD designated deadline may result in disqualification of the proposal.

3.3.1. Exhibit C – Company Profile: Include completed Exhibit C (or reasonable facsimile).

3.3.2. Exhibit D – Key Personnel: Include completed Exhibit D (or a reasonable facsimile, or resumes)

3.3.3. Exhibit E – Past Projects with Corresponding References: Include completed Exhibit E (or reasonable facsimile).

3.3.4. Exhibit F – Technical Proposal: Include Technical Proposal – tabbed Exhibit F including numbered responses corresponding to each of the items listed in Exhibit F.

3.3.5. Addenda: Respondent shall acknowledge receipt of any addendums generated as part of this solicitation. The respondents should include the signed and dated addendum(s) with their response submission.

4. PROPOSAL SUBMISSION

4.1. All proposals shall be received and time stamped by TPWD prior to 2:00 PM Central Time on the date specified in Section II, Subsection 1 and the place specified in Section II, Subsection 5. Late proposals will not be considered under any circumstance and will be returned unopened.

4.2. Proposals should be placed in a sealed envelope/package and correctly identified with RFP number, submittal deadline/opening date and time. It is the Respondent’s responsibility to appropriately mark and deliver the proposal to TPWD by the specified date.

4.3. Receipt of all addenda to this RFP should be acknowledged by returning a signed copy of each addendum to the response.

4.4. Respondents to this RFP are responsible for all costs of proposal preparation.

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4.5. Proposals shall be submitted to TPWD Headquarters, Purchasing & Contracting, as noted in Section II, Subsection 5 below.

4.6. Telephone proposals are NOT an acceptable response to an RFP. All submitted proposals become the property of TPWD after the RFP submittal due date/ deadline. Responses submitted shall constitute an offer for a period of ninety (90) days or until selection is made by TPWD, whichever is earlier.

4.7. When Proposals are opened, only the names of the Respondents who submitted proposals will be read.

Prices and terms will not be divulged until after contract award.

5. DELIVERY OF PROPOSALS

5.1. E-MAIL submittals are preferred for this solicitation. However, Respondents may submit proposals by hardcopy or by email.

6. EVALUATION AND AWARD

6.1. A contract will be awarded to the responsible respondent(s) who submits the proposal determined to be the best value to the State and who meet all requirements included in this solicitation.

6.2. Cash discounts offered by the respondent will NOT be a factor in proposal evaluation.

6.3. Proposals may be withdrawn by written notice at any time prior to award. An e-mail to the purchaser name identified in Section II, Subsection 2 above will be acceptable as a written notice for withdrawn. No proposals will be returned after award.

6.4. Step 1 – Administrative Review by Purchasing: Only a complete response with the listed required submittal documents will be considered. Failure to meet the minimum qualifications and submit the required documents will result in a response being declared non-responsive. Proposals that do not conform to the instructions included in this RFP may be rejected by TPWD. TPWD reserves the right to reject any or all proposals and to waive informalities and minor irregularities in proposals received. No proposal received in TPWD Purchasing and Contracting Section after the exact date and time specified as the deadline for responses will be considered.

6.5. Step 2 – Initial Evaluation: A TPWD evaluation committee will evaluate and score each response based on established criteria. Respondents shall not contact members of the evaluation team. Responses will be evaluated according to the respondent’s ability to best satisfy TPWD requirements. Respondent’s submission is evaluated and scored on a weighted system to determine the best value as follows:

Evaluation Criteria Weight Compensation and Fees 40% Qualifications, Experience, Capability, Etc.

(based on Exhibit C, D, E) 25%

Project Approach/Methodology, Work Plan, and Schedule (based on Exhibit F) 35%

Total 100%

U.S. Postal Service Overnight/Express Mail Email

Texas Parks and Wildlife Dept.

Purchasing & Contracting C-1 4200 Smith School Road Austin, TX 78744

TPWD – Mail Room Attn: Purchasing & Contracting C-1 4200 Smith School Road Austin, TX 78744 Hours – 8:00 AM to 5:00 PM

Purchasing.Bidbox@tpwd.texas.gov

NOTE: Proposals must be date stamped in Purchasing & Contracting prior to the due date and time.

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6.6. Step 3 – Short List: At TPWD’s sole discretion, a short-list may be developed. Then, TPWD may check references.

6.6.1. References may include past performance evaluations. References will be scored on a pass/fail basis. Any negative responses received may be grounds for disqualification of the proposal.

6.7. Step 4 - Best and Final Offer (BAFO): The evaluation committee will determine if discussions and/or Best and Final Offers are necessary. Award of a contract may be made without discussions or Best and Final Offers, if in the best interest of the state.

6.7.1. Discussions: The evaluation committee may determine that discussions are necessary to clarify or verify a written proposal.

6.7.2. Oral Presentations: TPWD may, at its discretion, elect to have respondents provide oral presentations of their proposals.

6.7.3. BAFO: A request for a Best and Final Offer is at the sole discretion of TPWD and will be requested in writing. If requested, respondent(s) shall submit a final price and any added value. If more than one respondent reaches this level, the negotiated terms, references, BAFO and added values will be the considered in the award. TPWD will make the final determination on the best value.

6.7.4. The evaluation committee will evaluate the finalists and make a recommendation for award.

6.8. AWARD: TPWD reserves the right to award a contract to a single contractor, or award to more than one contractor, whichever provides the best value to TPWD in performance of this service. TPWD will be the sole judge of best value. (Refer to Section III, Item 3.3 for Best Value criteria.)

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SECTION III – GENERAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS

MARCH 2022

(ITEMS BELOW APPLY TO AND BECOME A PART OF THE CONTRACT)

Any Contract awarded as a result of this solicitation will contain the General Terms and Conditions listed below in this Section. Subcontractors are also obliged to comply with these provisions.

1. DEFINITIONS: As used throughout this solicitation, the following terms have the meaning set forth below.

All other terms have the meaning set forth in Webster’s II New College Dictionary.

1.1. Bidder: An individual or entity that submits a bid. The term includes anyone acting on behalf of the individual or entity that submits a bid, such as an agent, employee and representative. See Respondent.

1.2. Contractor: The individual, corporation, company, partnership, firm, or organization that has to furnish the materials and has to perform the work as stated in the solicitation.

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

1.4. Gov’t Code: The Texas Government Code.

1.5. Owner: Texas Parks and Wildlife Department, an agency of the State of Texas.

1.6. Party/Parties: Either the TPWD and Respondent separately or collectively.

1.7. Respondent: Any person or Vendor who submits a Bid/Proposal/Offer in response to this solicitation.

1.8. Services: Includes the use of labor, materials, facilities, equipment, and any other need that is necessary or incidental to the successful completion of the Contract.

1.9. Subcontractor: Any supplier, distributor, Contractor, person, or firm furnishing to the Contractor, materials or services necessary or incidental to the performance of the Contract between TPWD and Contractor.

1.10. TAC: The Texas Administrative Code, which is the publication for administrative rules.

1.11. Texas Identification Number: A unique 11-digit number assigned by the Texas Comptroller of Public Accounts. When a Payee first contracts with a state agency, that Payee must provide either a federal Employer Identification Number (EIN) or a Social Security number (SSN). The Texas Identification Number (TIN) is based on this number. (Note: If Respondent does not have a TIN, or does not know their TIN, they may list their EIN or SSN on the “Texas Identification Number” line of the Vendor Information Block of their RFP, RFO, IFB or RFQ response.)

1.12. TPWD: Texas Parks and Wildlife Department acting on behalf of the State of Texas.

2. SPECIFICATIONS:

2.1. The goods/services provided shall be in accordance with the purchase specifications herein. TPWD will decide the answers to all questions that may arise as to the interpretation of the specifications and the quality, or acceptability of goods/services provided. TPWD will decide the rate of progress of the work and the acceptable fulfillment of the goods/service on the part of the Contractor.

2.2. Catalogs, brand names or manufacturer's references are descriptive only, and indicate type and quality desired. Bids/Proposals on brands of like nature and quality will be considered unless advertised under Texas Gov't Code §2155.067. If the Respondent is offering brands other than the references, response should show manufacturer, brand or trade name, and other description of product offered. If Respondent is offering brand(s) other than brand(s) specified, illustrations and complete description of product offered are requested to be made part of the bid. Failure to take exception to specifications or reference data will require Respondent to furnish specified brand names, numbers, etc.

http://www.txsmartbuy.com/esbd

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2.3. Unless otherwise specified, items shall be new and unused and of current production.

2.4. Samples, when requested, must be furnished free of expense to the State. If not destroyed in examination, they will be returned to the Respondent, on request, at Respondent's expense. Each sample should be marked with Respondent's name and address, and requisition number. Do not enclose in or attach response submission to sample.

2.5. The State will not be bound by any oral statement or representation contrary to the written specifications of this Solicitation.

2.6. Manufacturer's standard warranty shall apply unless otherwise stated in the solicitation.

3. AWARD OF A PURCHASE ORDER: Standard Purchase Order Terms and Conditions apply. If a conflict exists between the standard Purchase Order Terms and Conditions and specific language in this solicitation, the language in the solicitation shall prevail.

3.1. A response to a solicitation is an offer to Contract with TPWD based on the terms, conditions and specifications contained in the solicitation. Responses do not become Contracts unless and until they are accepted through an authorized TPWD designee by issuance of a Purchase Order.

3.2. This procurement will be conducted in accordance with the State Purchasing Act, Title 10, Subtitle D, Chapters 2151 through 2177, of the Texas Gov’t Code (TGC) and TPWD rules. Any Contract resulting from this procurement shall consist of one (1) document. This document will contain all of the rights and duties of the parties extracted from the relevant terms and conditions of this solicitation (including its attachments, exhibits, supplements, and addenda); the successful Contractor’s response; any TPWD request for a Best and Final Offer; and any successful Contractor’s Best and Final Offer, if applicable.

3.3. Best Value – TPWD will be the sole judge of best value. Award will be based on Best Value criteria and may include, but is not limited to:

3.3.1. Best meets the goals and objectives of the solicitation as stated above.

3.3.2. Best meets the quality and reliability of the proposed services.

3.3.3. Effect of the proposed solution on agency productivity.

3.3.4. Provides the most customer focused solution that will best meet the needs of the public.

3.3.5. Experience in successfully providing services in this solicitation.

3.3.6. Past Performance: A Respondent’s past performance will be measured based upon pass/fail criteria in compliance with applicable provisions of Gov't Code §§2155.074, 2155.075, 2156.007, 2157.003, and 2157.125. Respondents may fail this selection criterion for any of the following conditions:

• The Vendor has a score less than C or Legacy Unsatisfactory in the Vendor Performance

System,

• Currently under a Corrective Action Plan through the Texas Comptroller of Public

Accounts (CPA),

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

• Having Purchase Orders that have been cancelled in the previous 12 months for non-performance (i.e., late delivery, etc.).

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

www.txsmartbuy.com/vpts. CPA 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 §20.115), CPA 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 CPA, and any negative findings, as determined by CPA, may result in non-award to the Respondent.

http://www.txsmartbuy.com/vpts

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4. UNIT PRICES: Respondents must price per unit shown. Unit prices shall govern in the event of extension errors.

5. FREIGHT: Quote FOB destination, freight prepaid and allowed unless otherwise stated within the specifications.

6. DELIVERY:

6.1. Show number of days required to place material in receiving agency's designated location under normal conditions. Delivery days mean calendar days, unless otherwise specified. Failure to state delivery time obligates Respondent to deliver in 14 calendar days. Unrealistic delivery promises may cause solicitation to be disregarded.

6.2. If delay is foreseen, Contractor shall give written notice to the TPWD. Contractor must keep the TPWD advised at all times of status of order.

6.3. Default in promised delivery (without accepted reasons) or failure to meet specifications authorizes the TPWD to purchase supplies elsewhere and charge full increase, if any, in cost and handling to defaulting Contractor.

6.4. Substitutions: No substitutions permitted without written approval of TPWD.

6.5. Delivery shall be made during normal working hours only unless prior approval has been obtained from ordering agency. Normal working hours are 8:00 AM until 5:00 PM Monday through Friday except State and National holidays.

7. TESTING AND INSPECTION:

7.1. TPWD may test and inspect goods and services purchased under the Contract to ensure compliance with the specifications of this solicitation and the Contract. TPWD may also test and inspect goods and services before they are purchased under the Contract. Authorized TPWD personnel shall have access to the Respondent's place of business for the purpose of inspecting the goods. To the extent practical, TPWD inspections will not disrupt the Respondent's daily operations. Tests shall be performed on samples submitted with the Bid/Proposal or on samples taken from regular shipments.

All costs of testing and inspection shall be borne by the Respondent. In the event the goods tested fail to meet or exceed all conditions and requirements of the solicitation and Contract, the goods will be rejected in whole or in part, at the State's option, and returned to the Respondent or held for disposition at the Respondent's expense. Latent defects may result in cancellation of the Contract at no expense to the state.

7.2. If material fails to meet specifications, the Respondent will be notified by fax, mail, or e-mail. The Respondent will have ten (10) working days after receipt of the notification to remove the rejected material from state property. Material will be removed at the Respondent’s expense. Material not removed in the allotted time period will be disposed by TPWD. The Respondent will be charged for all disposable expenses conducted by TPWD.

8. CHANGES: TPWD may at any time, by a written order, make changes within the general scope of this Contract, in the definition of services to be performed, and the time (i.e., hours of the day, days of the week, etc.) and place of performance thereof. If any such change causes an increase or decrease in the cost of, or the time required for the performance of any part of the services under this Contract, whether changed or not changed by any such order, an equitable adjustment shall be made in the Contract price or time of performance or both and the Contract shall be modified in writing accordingly. Any claim by the Contractor for adjustment under this clause must be asserted within 30 days from the date of receipt by the Contractor of the notification of change, provided, however, that TPWD, if it decides that the facts justify such action, may receive and act upon such claims asserted at any time prior to final payment under this Contract. Failure to agree to any adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this Contract entitled "Dispute Resolution."

9. INVOICING AND PAYMENT:

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9.1 Invoices: In order to receive payment under the Contract, the Contractor must submit an original invoice to TPWD, which will be designated in the Purchase Order as the "Bill To" address. To be a proper invoice that may be accepted and paid, the invoice must include the following information and/or attachments: (1) Name and address of the Contractor. (2) The Contractor's Texas Identification Number (TIN). (3) The Contractor's invoice remittance address. (4) The Purchase Order number authorizing the delivery of products or services. (5) A description of what the Contractor delivered, including, as applicable, the time period, serial number, unit price, quantity, and total price of the products and services. If the invoice is for a lease, the Contractor must also include the payment number (e.g., 1 of 36).

9.2 Disputed Invoices: As stated above, the Contractor will receive notice of an error in an invoice submitted for payment by not later than the 21st day after the date the invoice was received by the TPWD. If an invoice dispute is resolved in favor of the Contractor, the Contractor is entitled to receive interest on the unpaid balance of the invoice, beginning on the date the invoice became overdue, pursuant to Gov't Code §2251. 021. If a dispute is resolved in favor of the TPWD, the Contractor shall submit a corrected invoice that must be paid in accordance with Section 2251.021. The unpaid balance accrues interest if the corrected invoice is not paid by the appropriate date.

9.3 Time and Manner of Payment: Pursuant to Texas Gov’t Code Chapter 2251, payment by TPWD is overdue on the 31st day after the later of: (1) the date the TPWD receives the goods under the Contract; (2) the date the performance of the service under the Contract is completed; or (3) the date the TPWD receives the invoice for the goods or service. Payment by a political subdivision Customer whose governing body meets only once a month or less frequently is overdue on the 46th day after the later event of: (1) the date TPWD receives the goods under the Contract; (2) the date the performance of the service under the Contract is completed; or (3) the date TPWD receives the invoice for the goods or service.

10. PATENTS, TRADEMARKS, OR COPYRIGHTS: Respondent agrees to defend and indemnify the TPWD and State from claims involving infringement or violation of patents, trademarks, copyrights, trade secrets, or other proprietary rights, arising out of the TPWD's or the State's use of any good or service provided by the Respondent as a result of this solicitation.

11. PROHIBITION ON LOBBYING: The Respondent shall comply with the provisions of a federal law known generally as the Lobbying Disclosure Act, 2 U.S.C. §1601 et seq. By submitting a Bid/Proposal, the Respondent certifies that it shall not and has not used federally appropriated funds to pay any person or organization for influencing or attempting to influence any officer or employee of any federal agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal Contract, grant, or any other award covered by 31 U.S.C. §1352. It also certifies that the Respondent shall disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award by completing and submitting Standard Form LLL.

12. ANTI-TRUST AND ASSIGNMENT OF CLAIMS: The undersigned affirms under penalty of perjury of the laws of the State of Texas that (1) in connection with this Response, neither I nor any representative of the Respondent have violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm Code Chapter 15; (2) in connection with this Response, neither I nor any representative of the Respondent have violated any federal antitrust law; and (3) neither I nor any representative of the Respondent have directly or indirectly communicated any of the contents of this Response to a competitor of the Respondent or any other company, firm, partnership or individual engaged in the same line of business as the Respondent.

The successful Contractor hereby assigns to TPWD, any and all claims for overcharges associated with any contract resulting from this solicitation which arise under the antitrust laws of the United States 15 U.S.C.A., Section 1, et seq. (1973), and which arise under the antitrust laws of the State of Texas, Texas Business and Commercial Code Ann. Sec. 15.01, et seq. (1967).

13. DEBTS AND DELINQUENCIES: As required by Gov't Code §2252.903, the Respondent agrees that any payments due under the Contract shall be directly applied towards eliminating any debt or delinquency is has to the State of Texas including, but not limited to, delinquent taxes, delinquent student loan payments, and delinquent child support.

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14. DISPUTE RESOLUTION:

14.1. The dispute resolution process provided for in Chapter 2260 of Texas Gov’t Code and TPWD regulations shall be used by TPWD and the Respondent to resolve all disputes arising under this Contract. The Contractor shall comply with such rules, as revised from time to time.

14.2. If the Contractor's claim for breach of Contract cannot be resolved informally with TPWD, it shall be submitted to the negotiation process provided in Chapter 2260. To initiate the process, the Contractor shall submit written notice, as required by Chapter 2260. The notice shall also be given to the individual identified in the Contract for receipt of notices. Any informal resolution efforts shall in no way modify the requirement or toll the timing of the formal written notice of a claim for breach of Contract required under § 2260.051 of Texas Gov’t Code. Compliance by the Contractor with Chapter 2260 is a condition precedent to the filing of a contested case proceeding under Chapter 2260.

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

14.4. 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 Contract by TPWD nor any other conduct of any representative of TPWD relating to the Contract shall be considered a waiver of sovereign immunity to suit.

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

15. FRAUD, WASTE, AND ABUSE: By submitting a Response to this Solicitation, the Respondent represents and warrants that it has read and understood and shall comply with CPA’s Anti-Fraud Policy, found at:

https://comptroller.texas.gov/about/policies/ethics.php, as such Policy currently reads and as it is amended throughout the term of the Contract.

16. NAME CHANGES AND SALES:

16.1. If the Contractor changes its name or is sold to another entity, it must provide written notification to

TPWD. The Contractor, in its notice, shall describe the circumstances of the name change or sale, state its new name, provide the new Tax Identification Number, and describe how the change will impact its ability to perform the Contract. If the change entails personnel changes for personnel performing the responsibilities of the Contract for the Contractor, the Contractor shall identify the new personnel and provide resumes to TPWD, if resumes were originally required by the Solicitation.

TPWD may request other information about the change and its impact on the Contract and the Contractor shall supply the requested information within five (5) working days of receipt of the request.

16.2. TPWD may terminate the Contract due to a sale of or change to the Contractor that materially alters the Contractor's ability to perform under the Contract. The TPWD has the sole discretion to determine if termination is appropriate.

17. CONTRACTOR RESPONSIBILITIES:

17.1. Contractor agrees to comply with all terms and conditions contained in this solicitation and resulting

Contract.

17.2. Contractor guarantees services offered will meet or exceed the written specifications identified in this solicitation.

17.3. Permits: Contractor shall be responsible, at the Contractor’s expense, for obtaining any and all permits or licenses required by city, county, state, or federal rules, regulations, law, or codes that pertain to the Contract.

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17.4. Electrical Items: All electrical items provided by the Contractor to TPWD under the Contract must meet all applicable OSHA standards and regulations, and bear the appropriate listing from UL, FMRC, or NEMA.

17.5. Executive Head: Pursuant to Gov't Code §669.003, the TPWD may not enter into a contract with a person who employs a current or former Executive Head of a state agency until four years have passed since that person was the executive head of the state agency. By submitting a Proposal, the Respondent certifies that it does not employ any person who was the Executive Head of a state agency in the past four years. If Section 669.003 applies, Respondent shall complete the following information in order for the response submission to be evaluated:

Name of former executive: ________________________________ Name of state agency: ___________________________________ Date of separation from state agency: _______________________ Position with Respondent: _________________________________ Date of employment with Respondent: _______________________

17.6. Contractor agrees to take precautions necessary to protect person or property against injury or damage and be responsible for such injury…