ESBD_File_354108_454-24-0141-31650_EM.pdf

Texas Department of Insurance

Request for Proposals Notification and Credit Monitoring Services

RFP No. 454-24-0141-31650-EM NIGP Class/Item Codes: 915-58, 915-20 and 990-48

March 22, 2024 Anticipated Schedule of Events

March 22, 2024 Issuance of Solicitation

March 25, 2024, 3:00 p.m., Central time Deadline for Submission of Questions

March 28, 2024 Release of Official Responses to Questions (or as soon thereafter as practical)

Not Applicable Deadline to Submit HSP for Courtesy Review

Not Applicable Deadline for HSP HUB Outreach Notification

April 1, 2024, 3:00 p.m., Central time Deadlines for Submission of Proposals Late Proposals will not be considered

Not Applicable Presentations by Top-Ranked Respondents (if presentations requested)

April 8, 2024 Anticipated Award Date (or as soon thereafter as practical)

NOTE: Any Addendum that adds new language or replaces any language within this solicitation controls over the original version. It is the responsibility of all prospective Respondents to routinely check the Electronic State Business Daily (ESBD) during the posting period for this solicitation for

RFP No. 454-24-0141-31650-EM any Addenda that may be posted. TDI will not make any other announcements regarding Addenda after the publication of this solicitation.

Table of Contents I. Summary II. Specifications

A. Introduction B. Background C. Qualifications D. Definitions and Acronyms E. Roles and Responsibilities F. Scope of Work G. Security H. Other Contract Requirements

III. General Proposal Information A. Contract Resulting from this Solicitation B. Contract Term C. Copyrighted Proposals D. Unacceptable Terms in Respondent’s Proposal E. Authority to Bind F. Protest Procedures G. Texas Public Information Act and Exchange or Creation of Information H. Respondent Documents I. Respondent Exceptions and Assumptions J. Service Additions or Deletions, Change Control K. Acceptance Criteria L. Payments and Invoice Instructions

IV. Proposal Submission Requirements A. Time for Submission and TDI’s Email Address B. Respondent Identification C. No Alterations or Withdrawals of Proposal after Deadline D. Tie Proposals E. Pre-contract Costs F. TDI’s Tax Exemption G. Attachments H. Evaluation Process I. Proposal Content and Format

V. Mandatory Price Sheet

A. Schedule 1 – Notifications and Call Center B. Schedule 2 – Call Center Services Only

VI. Terms and Conditions A. Clauses Required by the Texas Procurement and Contract Management Guide B. Additional Texas Procurement and Contract Management Guide Provisions C. Additional Provisions Required by TDI

VII. Execution of Proposal VIII. Conflict of Interest/Disclosure Statement IX. Certification Regarding Public Nature of the Proposal Appendix A: Sample Contract Appendix B: Tips for a Successful Submission

I. Summary

1. Type of Solicitation Request for Proposals (RFP)

2. Issuing Office

Texas Department of Insurance Purchasing and Contract Administration

PO BOX 12030

Austin, TX 78711-2030

3. Responses to Solicitation Emailed Competitive Proposals

4. HSP Courtesy Review Not Applicable

5. Deadline for Proposals Emailed to Contracts@tdi.texas.gov no later than:

April 1, 2024, 3:00 p.m., Central time

6. Initial Contract Term Contract Execution – December 31, 2024

7. TDI Optional Terms One (1) additional year term

8. TDI Contact Person for this Solicitation

Elisabeth Monahan, CTCD/CTCM contracts@tdi.texas.gov

9. Proposals Submitted by Email Submit to Contracts@tdi.texas.gov TDI will use the date and time stamp on TDI’s Microsoft Outlook mailbox to confirm receipt by the deadline.

10. Proposals Submitted by Mail Not Accepted

11. Proposals Submitted by Fax Not Accepted

12. Pre-Proposal Conference Not Applicable

13. Pre-Proposal Inspection Not Applicable

14. Letters of Intent to Submit a Proposal

Not Applicable

15. Solicitation Addenda Notices of changes to items directly impacting the original solicitation or Proposal process will be posted on the Electronic State Business Daily (ESBD) located at www.txsmartbuy.com/esbd. TDI will post any amendment to this solicitation on the ESBD as a solicitation Addendum. It is the responsibility of an interested party to periodically check the ESBD for updates to the solicitation prior to submitting a Proposal. Each Respondent is solely responsible for verifying TDI’s receipt of its questions, if applicable, and Proposal by the deadlines specified in this solicitation.

16. Questions and Answers Questions regarding this solicitation must be in writing and must be submitted to the TDI Contact Person specified in item 9 no later than March 25, 2024, 3:00 p.m., Central time. Telephone inquiries will not be accepted. Questions must be submitted by email to the email address specified in Item 9. TDI intends to post on the ESBD answers to those questions received by the deadline on March 28, 2024, or as soon thereafter as practical.

17. Respondent Presentations TDI may request that Top-Scoring Respondents present an overview of the Services described in their Proposals.

The presentations will be online and in-person attendance is not requested. Presentation dates and times to be arranged. The number of Top-Scoring Respondents will be determined by TDI in its sole discretion.

18. Contact with TDI Staff Upon issuance of this solicitation, employees and representatives of TDI, other than the TDI Contact Person identified in Item 9, will not discuss the contents of this solicitation with any Respondent, Potential Respondent, or its representatives. Failure of a Respondent or any of its representatives to observe this restriction may result in disqualification of any related Proposal. This restriction does not preclude discussions between affected parties for the purpose of conducting business unrelated to this procurement.

19. Evaluation of Proposals under Best Value Standard

Criteria Points Cost 25 Respondent’s Qualifications and

Experience

Compliance with TDI Specifications 30 Total 100

The factors listed in Sections 2155.074, 2155.075, 2156.007, 2157.003, and 2157.125 of the Texas Government Code shall be considered in making an award, when applicable.

20. Basis for Automatic Disqualification Proposals submitted in response to the solicitation will be rejected as non-responsive and will be disqualified if they do not meet the following mandatory requirements. A disqualified Proposal will receive no further consideration.

1) Respondent must not be debarred from participation in state contracts.

2) Proposal must be submitted by the deadline stated in Item 5 above (Deadline for Proposals) of this Section.

II. Specifications A. Introduction The Texas Department of Insurance (TDI), an agency of the State of Texas, issues this Request for Proposals (RFP) (solicitation) to solicit pricing from qualified vendors for notification and credit monitoring services as described in this solicitation (“Services”). TDI’s objective is to obtain the Services that represent the best value for TDI and the State of Texas according to the terms and conditions of this solicitation. The Services and requirements described in this solicitation are mandatory unless specifically described as optional.

TDI anticipates making a Contract Award to one Successful Respondent (“Contractor”) for the Services required by the solicitation. TDI reserves the right not to award a Contract for the performance of all or part of the requirements of this solicitation. This solicitation is not exclusive and TDI reserves the right to issue additional solicitations regarding the Services described in this solicitation or similar services at any time. All Respondents are encouraged to offer their best pricing at all times.

All costs associated with the Services, as defined by this solicitation, must be included in the Respondent’s Proposal. Proposals that do not meet all the requirements or contain all the required documentation specified in this solicitation will be rejected as non-responsive and will be disqualified.

B. Background TDI Overview

TDI regulates the state’s insurance industry, oversees the administration of the Texas workers’ compensation system, performs the duties of the State Fire Marshal’s Office, and provides administrative support to the Office of Injured Employee Counsel – a separate agency.

TDI’s vision is to be a dynamic leader in responsible state, national, and global regulation; consumer protection; and market viability.

The Division of Workers Compensation (DWC) is a division within TDI that administers and operates the workers’ compensation system.

Project Overview TDI requests services in response to a data event to educate affected customers, provide call center services, and offer customers credit monitoring and identify theft services.

C. Qualifications Respondents must have the knowledge and expertise to provide the services described in this solicitation.

Respondents submitting a Proposal in response to this solicitation must describe in its Business Proposal how the Respondent meets the qualifications described below.

1) Respondent has a minimum of five (5) years’ experience providing services comparable to the services described in this solicitation.

2) Respondent has experience with at least five (5) individual engagements for services comparable to the services described in this solicitation.

3) Respondent has qualified staff dedicated to the project. Respondent will detail the qualifications, education, training, experience, and certifications of the key staff that will provide services under any resulting contract from this solicitation.

D. Definitions and Acronyms As used in this solicitation, the following capitalized terms will have the meaning specified below.

Term Definition Agency The Texas Department of Insurance.

Agency Primary Contact The person designated by TDI to be the point of contact between TDI and Contractor for the purposes of monitoring Contractor performance and providing day-to-day interaction and instruction. Also referred to as “Contract Administrator.”

Contract The written agreement, if any, executed by the authorized representatives of the parties (the Agency and the Contractor) that formalizes the terms, provisions, covenants, and obligations, including but not limited to those contained in this solicitation, of the respective parties to the arrangement for provision of Services.

Contractor The individual or entity qualified to provide the goods and/or services sought by TDI pursuant to this solicitation and who is ultimately selected to carry out the requirements stipulated in this solicitation and any resulting Contract. Has the same meaning as “Vendor” and “Successful Respondent.”

Contract Administrator The person designated by TDI to be the point of contact between TDI and Contractor for the purposes of monitoring Contractor performance and providing day-to-day interaction and instruction. Also referred to as “Agency Primary Contact.”

Contract Award TDI’s notice of award to the Successful Respondent of TDI’s intent to execute a contract.

Contract Execution The date the Contract is fully executed by all Parties.

Contract Term The complete period of service including any extensions and renewals that are executed by Contract Amendment.

Data Breach A security incident in which sensitive, protected, or confidential data is copied, transmitted, viewed, stolen, or used by an individual or entity unauthorized to do so, whether or not the breach occurred in transit or at rest.

Days Calendar days unless otherwise specified.

Deliverable Unit or increment of work required by the Contract, including such items as goods, services, reports, or documents.

DWC The Division of Workers’ Compensation, a division within TDI.

Electronic State Business Daily (ESBD)

The public-facing website in which applicable government entities post certain competitive procurement solicitations.

http://www.txsmartbuy.com/esbd.

Employee, Contractor Employee

Any individuals who, on behalf of the Contractor, will or may participate in any Contract resulting from this solicitation. The term includes all officers, personnel, replacement personnel, agents, contractors, subcontractors, subcontractor employees, and other representatives of the Contractor, regardless of how employed or contracted by Contractor.

Financial Interest Receiving, or the right to receive, money or other valuable property or benefits under the actual or proposed Contract; holding a position in a business such as a principal, officer, director, trustee, partner, employee, or the like, or holding a position of management; holding any of the outstanding debt of a person directly involved in the proposed or resulting Contract; or owning stock or other interest in the business.

Term Definition Fiscal Year (FY) The State of Texas and TDI’s fiscal year that begins September 1 and ends

August 31.

Key Deliverable A key deliverable may have a payment associated with it and will likely have an associated liquidated damage.

Mandatory Required, compulsory, or obligatory.

Offer, Proposal, or Response The documents, including any exhibits or attachments, submitted by a prospective vendor in response to a solicitation. “Offer” has the same meaning as “Proposal” or “Response,” when such terms are applicable in the solicitation document so titled as Request for Proposal (RFP), Request for Offers (RFO), or an Invitation for Bid (IFB), respectively.

Party Entity who enters into a binding agreement with one or more other contracting parties and thus accepts the benefits and obligations specified therein.

Relative When referring to an individual, the term includes a current or former TDI employee’s spouse, father, mother, brother, sister, son or stepson, daughter or stepdaughter, mother-in-law, father-in-law, sister-in-law, brother-in-law, son-in-law, or daughter-in-law.

Respondent An individual or business entity submitting a Proposal in response to a solicitation, with an intent to contract with TDI.

Services All of the requirements, duties, schedules, locations, and other items listed in the solicitation. The term includes any other services associated with Contractor’s performance under any Contract resulting from this solicitation.

Security Incident An event that results in unauthorized, access, loss, disclosure, modification, or destruction of information resources, whether accidental or deliberate. An instance in which a user or other person circumvents or defeats the controls of a system to obtain unauthorized access to system resources or to information contained in the system.

State Holidays The State Agency Holiday schedule is defined on the Texas State Auditor’s website at www.hr.sao.texas.gov/Holidays/.

Successful Respondent The individual or entity qualified to provide the goods and/or services sought by TDI pursuant to this solicitation and who is ultimately selected to carry out the requirements stipulated in this solicitation and any resulting Contract. Has the same meaning as “Vendor” and “Contractor.”

TDI The Texas Department of Insurance, the state agency responsible for the issuance of this solicitation.

Vendor The individual or entity qualified to provide the goods and/or services sought by TDI pursuant to this solicitation and who is ultimately selected to carry out the requirements stipulated in this solicitation and any resulting Contract. Has the same meaning as “Successful Respondent” or “Contractor.”

Vendor Primary Contact The person designated by the Contractor to be the point of contact between Contractor and Agency for purposes of scheduling, billing, contract management, and day-to-day management of Services under this solicitation.

E. Roles and Responsibilities Agency Responsibilities

Agency agrees to meet the following requirements during the Contract Term:

a) Designate an Agency representative to be the Agency Primary Contact for the purposes of monitoring Contractor performance and providing day-to-day interaction and instruction.

The Agency Primary Contact will also be the designated Contract Administrator.

b) Provide technical staff to assist with coordination between Contractor and TDI.

c) Have final approval on all schedules and deliverables.

d) Work with Contractor on all product and performance related issues.

Contractor Responsibilities Contractor must meet all the following requirements during the Contract Term:

a) Designate a representative to be the Vendor Primary Contact for the purposes of scheduling, billing, contract management, and day-to-day management of Services under this solicitation.

b) Provide the necessary staff to fulfill deliverables and requirements in accordance with the agreed upon schedule or services.

c) Collaborate with TDI to ensure successful implementation and completion of the Services.

d) Be honest, open, courteous, respectful, and fair in all contact with TDI.

e) Identify and communicate any risks to the Service to the Agency Primary Contact.

F. Scope of Work Notifications

Notifications will be optional at TDI’s discretion. TDI may opt to make customer notifications via various media outlets. TDI, in its sole discretion, will determine whether to proceed with the customer notification process.

Contractor will provide preparation, printing, and mailing of approximately 23,000 notification letters to affected customers. TDI will provide a customer file that includes, at a minimum: first name, last name, and address.

Notice content will be provided by TDI, including a Spanish translation.

Notice letter may be up to 6 pages total.

Two-sided printing is acceptable.

Notices must be sent in windowed envelopes to protect the customer’s privacy; postcard notices are not acceptable.

Contractor will send only one notice per customer.

Contractor will provide address validation services to verify, correct, and standardize the customer residential addresses.

Time is of the essence for the customer notifications. TDI’s target date for mailing is no later than April 19, 2024.

In its Business Proposal (see Section IV Part I Item 2), Respondent must describe how the notifications requirements will be met.

Call Center Contractor will provide a toll-free phone number and call center staffed by an experienced call center support team. The call center support team will address:

Customer questions about the services being provided to the affected customers;

General questions about the services and protections available; and enrollment of credit monitoring services for affected customers.

Contractor will not be responsible for answering questions specific to the issue. TDI will provide a contact for escalations for the Call Center. This process will consist of the Contractor sending an email to the TDI contact with the name, email address, phone number, and a short description for escalation. TDI is responsible for resolving the escalation once notified by Contractor.

Call center support team must:

Be knowledgeable and able to address specific questions about the services being offered based on the pre-scripted material provided by TDI; and Protect customer privacy and confidentiality.

The call center must:

Support Spanish-language and hearing impaired callers;

Be staffed with live agents; automated responses are not acceptable;

At a minimum, be operable between the hours of 7 a.m. and 8 p.m. Central time, Monday – Friday;

Provide a call-back feature if wait times exceed five (5) minutes.

Call center and website services must be available for 90 calendar days after the final customer notification is mailed. TDI reserves the right to extend the services up to an additional 90 calendar days, if needed.

In its Business Proposal, (see Section IV Part I Item 2), Respondent must describe how it will meet the requirements listed above. In addition, Respondent must describe the proposed location of the call center, the capacity of the call center, detail whether any text-based options are offered, and describe its approach to maintaining customer confidentiality. Respondent must also describe the process to validate the customer is part of the affected customer pool.

Credit Monitoring and Identity Theft Restoration Services Contractor will provide credit monitoring and identity theft restoration services to affected customers. Services will be from the national credit bureaus to monitor key changes to an individual’s credit report.

Customers must be able to enroll in the credit monitoring and theft restoration services in two ways.

Online via Contractor’s website. Credit activity will be reported to the customer via email once the customer completes enrollment.

Offline, where the customer completes the enrollment process on the phone with a call center representative or through the U.S. mail. Contractor must process any enrollments received via U.S. mail.

Enrollment for credit monitoring and identity theft restoration services must be available for 90 calendar days after the final customer notification is mailed. TDI reserves the right to extend the enrollment period up to an additional 90 calendar days, as needed.

In its Mandatory Pricing Sheet (see Section V), Respondent will provide costs for both one bureau and three (3) bureaus monitoring costs for a 12-month term.

In its Business Proposal (see Section IV Part I Item 2), Respondent must confirm it can meet or exceed the requirements in the section.

Communication and Reports Implementation Communication

During the implementation and start-up for the customer notifications, Contractor must provide a daily status update to designated TDI staff.

Operation communication Once notification mailings begin, Contractor will provide a weekly status report that includes the following metrics:

Number of customer notices mailed;

Number of customer notices returned due to an undeliverable address;

Number of contacts to the call center;

Number of emails sent to TDI for escalation;

Number of website hits; and Number of credit monitoring enrollments.

Close-Out Report Once the enrollment period ends, Contractor will provide a final summary report of all services provided under the Contract.

In its Business Proposal (see Section IV Part I Item 2), Respondent must confirm it can meet or exceed the requirements in the section.

G. Security General Security Requirements

Personally Identifiable Information (PII) refers to information that can be used to distinguish or trace an individual’s identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual. Examples of PII include but are not limited to:

name, such as full name, maiden name, mother’s maiden name, or alias;

date of birth;

personal identification numbers, such as a Social Security number or driver’s license number;

address information, such as a street address or email address; and all future additions to PII as stipulated by the laws, statutes, rules, and rulings that govern

Texas data.

Security Incidents TDI defines a “Security Incident” as an event that results in unauthorized, access, loss, disclosure, modification, or destruction of information resources, whether accidental or deliberate. An instance in which a user or other person circumvents or defeats the controls of a system to obtain unauthorized access to system resources or to information contained in the system. A Security Incident may or may not turn into a Data Breach. Contractor and any subcontractors who have a reasonable belief that a Security Incident has occurred must notify TDI immediately (within one hour) upon discovery or detection. Within 24 hours of a Security Incident, Contractor will provide a Security Incident report that includes, at a minimum:

The facts surrounding the incident;

What mitigating actions have already been taken;

Whether the incident is an ongoing security threat and whether additional actions or resources are needed to stop it;

Types of information involved;

Classification of information involved;

The number of individuals whose information is affected;

Whether the information was encrypted;

Whether information systems were affected;

Other relevant information under the circumstances, and In consultation with the assigned attorney, determining whether a privacy incident and/or data breach has occurred.

TDI Actions as a Result of Contractor’s Failure to Safeguard TDI Data TDI, in its sole discretion, reserves the right to conduct an independent investigation of all Security Incidents; Contractor will be responsible for the costs of any such investigation. In the event TDI has a reasonable belief that Contractor has not safeguarded the PII, TDI may enact the actions listed below.

1) Disconnect or suspend, in whole or in part, services provided under the Contract until Contractor has remediated all issues to the satisfaction of TDI.

2) Require Contractor, at its own cost, to provide notice that satisfies the requirements of the Texas Business and Commerce Code Section 521.053.

3) If TDI elects to send a separate notice, Contractor will reimburse TDI the costs associated with the notice. TDI reserves the right to collect such costs from Contractor if Contractor fails to reimburse TDI within 30 calendar days of TDI’s written request.

4) At TDI’s request, require Contractor to purchase, at its own cost, an identity theft protection service for all individuals whose information was disclosed without authorization. The protection service must cover each individual for a two-year period from the effective date of the identity theft protection service for each individual, must include automatic fraud alerts to the individual, and must include monitoring services. Contractor will be responsible for all costs.

Data Security Contractor will ensure TDI data is protected against unauthorized access, disclosure, modification, or destruction, whether accidental or deliberate, and ensure the availability, integrity, and confidentiality of information. At a minimum, to prevent unauthorized access, Contractor must:

restrict physical and electronic access to all data provided by TDI;

verify individual access authorizations before granting access;

obtain prior approval from TDI for remote access to the system;

authorize, monitor, and control all methods of remote access to the system;

grant users only the minimum access and privileges required to perform their duties;

track and monitor user accounts by implementing a formal documentation process that details the changes to users’ accounts;

use security and monitoring logs to identify unauthorized activities and anomalous activities;

apply updates and patches to all information resource assets on a monthly basis;

implement procedures to ensure a users’ access rights and privileges are adjusted within

24 hours whenever there is a change in a user’s status; and only grant access to legitimate user accounts assigned to specific individuals; generic or shared accounts are not permitted.

Additionally, Contractor must ensure that primary and backup TDI data is processed, transmitted, stored, and remains, at all times, within the continental United States.

In its Business Proposal (see Section IV Part I Item 2), Respondent must confirm its ability to meet or exceed the Security requirements described in this Part G.

H. Other Contract Requirements In its Business Proposal (see Section IV Part I Item 2), Respondent must affirm that it will meet or exceed the Other Contract Requirements described in this Part H.

Records Retention Contractor must adhere to the records retention requirements described in the Terms and Conditions, Section VI Part B Item 30 (Records Retention).

Contractor Conduct on TDI Premises Contractor must ensure that Contractor’s employees conduct themselves in a professional manner and are in appropriate business attire when on TDI’s premises. In addition, Contractor must ensure that its employees comply with all guidelines established by TDI for independent contractors required to provide services on TDI’s premises. These guidelines may address issues that include, but are not limited to, the following: building security, IT security, preservation of records, safety, professional conduct, use of State property, non-disclosure of confidential information, drug-free and alcohol-free workplace rules, and other requirements for on-site independent contractors.

Contractor Staffing TDI reserves the right to request Contractor to replace Contractor Employees whom TDI judges to be incompetent, careless, unsuitable, or otherwise objectionable, or whose continued use is deemed contrary to the best interests of the State and TDI. Upon receipt of a formal written request from the Agency Primary Contact, Contractor must immediately proceed with the replacement.

Change Control Throughout the Contract Term, changes may become necessary. Generally, contract changes will be administrative or substantive.

a) Administrative Changes – changes that are within the scope of the Contract and do not affect or alter the rights of the parties. Administrative changes will be communicated to the Vendor Primary Contact in writing from the Agency Primary Contact. Examples of administrative changes include:

changes in billing instructions or address;

corrections of typographical errors not affecting the substance of the contract;

changes as permitted by the specific contract language; and changes in agency personnel assigned to the contract.

b) Substantive Changes – contractual changes that affect the rights of both parties.

Substantive changes will typically be executed via a Contract Amendment executed by both Contractor and TDI. Examples of substantive changes include a:

change in the price of the contract;

change in the delivery schedule;

change in the quantity;

change of deliverables (e.g., the specifications);

change of key personnel; or change of any terms and conditions.

TDI and Contractor will mutually evaluate the impact of each change to the Services, schedule, and costs. The Agency Primary Contact will document whether the change is approved or disapproved and initiate the process to enact the change. All changes must be formally approved by the Agency Primary Contact in writing or by an executed Contract Amendment before the change occurs.

Legislative Changes TDI is subject to rules and regulations established by the Texas Legislature. During the Contract Term, if the legislature enacts new or changes existing statutes that impact the Services provided under the Contract, TDI will work with the Contractor and use the Change Control process (Section II Part H Item 4) to incorporate new or changed requirements.

Insurance Contractor must obtain and maintain the following coverages throughout the Contract Term. All coverages must be with companies licensed in Texas with an “A” rating from A.M. Best Co. and authorized to provide the required coverages.

a) Standard Workers’ Compensation Insurance covering all individuals who will provide Services under the Contract in accordance with statutory limits; and

b) Commercial General Liability Insurance: $500,000 minimum each occurrence limit;

$1,000,000 minimum aggregate limit.

All of the above policies will contain endorsements prohibiting cancellation except upon 30 calendar days’ prior written notice to TDI. No later than five (5) business days following Contract Execution, and on an annual basis thereafter, Contractor will furnish proof to TDI of such coverage in the form of a Certificate of Insurance from Contractor’s insurance carrier(s) indicating the required coverages. The certificate will be addressed to TDI as the certificate holder. Contractor must provide proof of required insurance coverage via email referencing the TDI Contract number submitted to the following address: contracts@TDI.texas.gov.

Confidential Information; Non-Disclosure Agreements Contractor and Contractor’s employees must not disclose to anyone, directly or indirectly, any information designated by TDI as confidential or to information accessed as a result of the Contract resulting from this solicitation without the prior written consent of TDI. In addition, upon Contract Execution, Contractor must sign the Non-Disclosure Agreement incorporated with the Contract and must adhere to the requirements outlined in the Non-Disclosure Agreement during the term of the Contract.

Within three (3) days of receipt, Contractor must refer to TDI any third-party requests, received directly by Contractor, for information to which Contractor has access as a result of or in the course of performance under a Contract resulting from this solicitation. The provisions of this Section survive the termination or expiration of any Contract resulting from this solicitation.

III. General Proposal Information A. Contract Resulting from this Solicitation A response (Proposal) to this solicitation is an offer to contract based upon the terms, conditions, and specifications set forth in this solicitation. A Proposal does not become a contract with TDI unless, until, and to the extent a formal agreement is executed by authorized representatives of TDI and Contractor.

TDI reserves the right, in its sole discretion, to reject all or any part of any Proposals; waive minor technicalities; negotiate price and other provisions with all Respondents, the top-rated Respondents, or no Respondents; and award a contract in the best interests of TDI and the State of Texas. TDI reserves the right, in its sole discretion, to award the contract without discussion of response(s) with Respondent(s).

TDI’s waiver of any deviations in any Proposals will not constitute a modification of this solicitation and will not preclude TDI from asserting all rights against Respondent for failure to fully comply with all terms and conditions of this solicitation. TDI reserves the right to make any corrections or include additional requirements in the Contract prior to issuance that are necessary for TDI’s compliance, as an agency of the State of Texas, with all state and federal requirements.

Any contract resulting from this solicitation will be between TDI and Contractor who will be responsible and accountable for providing the Services. The term “Contractor” includes employees, representatives, agents, subcontractors, suppliers, and third-party service providers of Contractor regardless how employed or contracted by Contractor. Contractor will be solely responsible to TDI for all performances by Contractor’s employees, representatives, agents, subcontractors, suppliers, third-party service providers, and similar entities.

TDI is not required to award any contract as a result of this solicitation. TDI may reissue or issue another solicitation for the requested items described in this solicitation or similar items at any time.

By submitting a response to this solicitation, Respondent agrees that any contract resulting from this solicitation may be executed by electronically submitted signatures or by wet signatures, and/or may be executed in multiples.

B. Contract Term The initial term of any Contract resulting from this solicitation will be from Contract Execution to December 31, 2024. At the sole option of TDI, the Contract may be extended as needed to complete work already in progress or to complete the procurement process for a subsequent contract, not to exceed a total of 11 months.

TDI may, in its sole discretion, exercise the option to renew the Contract for up to one (1) additional one

(1) year period. The optional additional period is January 1, 2025, through December 31, 2025. In the event of such renewal, Scope of Services, deliverable dates, and Contract amount may be negotiated, but will be consistent with the executed Contract.

To exercise the option to extend or renew the term, TDI will notify Contractor; such notice may be by Contract Amendment or Purchase Order issuance. Notwithstanding the termination or expiration of the Contract, certain provisions e.g., indemnification, confidentiality, right to audit, will survive the termination or expiration of the Contract.

C. Copyrighted Proposals Copyrighted Proposals, in whole or in part, are unacceptable and are subject to disqualification as non-responsive. TDI reserves the right to disqualify any Proposal which asserts any copyright on any TDI-created form which is specifically designated by this solicitation as a form that must be completed and included in a Proposal submitted in response to this solicitation e.g., Mandatory Price Sheet in Section V and Sections VII – IX of this solicitation.

D. Unacceptable Terms in Respondent’s Proposal No TDI action, including, but not limited to, issuance of a Contract, will constitute an acceptance of conflicting terms, conditions, or attachments in Respondent’s Proposal; however, this lack of acceptance by TDI will not apply to the negotiated terms and conditions, if any, that are expressly identified as such in the formal signed agreement or Purchase Order resulting from this solicitation. Such negotiated terms and conditions will take precedence over the other documents that collectively constitute the Contract as specifically provided in the formal signed agreement or Purchase Order resulting from this solicitation.

Proposed terms and conditions that may violate Texas law applicable to the specific procurement or may be unacceptable to TDI for inclusion in any formal signed agreement or Purchase Order resulting from the solicitation include the following:

• proposals that incorporate the laws of a state other than Texas;

• requirements for prepayment;

• limitations on TDI’s remedies;

• requirements that TDI indemnify the Respondent;

• requirements that Respondent’s documents control in case of conflicts;

• requirements that Respondent’s documents control even if Respondent accepts or acknowledges the Contract or Purchase Order; and

• disclaimer of warranties.

E. Authority to Bind Only the Commissioner of Insurance, Chief Deputy Commissioner, and the Commissioner of Workers’ Compensation or designee have the authority to execute a document or grant a permission on behalf of TDI with respect to this solicitation or any resulting Contract. TDI’s Purchasing and Contract Administration Program has the authority to issue Purchase Orders and Purchase Order Change Notices.

F. Protest Procedures Any actual or prospective Respondent who is aggrieved in connection with the solicitation, evaluation, or award of any Contract resulting from this solicitation may formally protest as provided in TDI’s rules at 28 Texas Administrative Code Sections 1.1101 – 1.1107.

G. Texas Public Information Act and Exchange or Creation of Information See also Section IX (Certification Regarding Public Nature of the Proposal).

Notwithstanding any provisions of this solicitation to the contrary, Respondent understands that TDI will comply with the Texas Public Information Act (Chapter 552 of the Texas Government Code) as interpreted by judicial opinions and opinions of the Attorney General of the State of Texas. Information, documentation, and other material in connection with this solicitation and any resulting Contract will be subject to public disclosure pursuant to the Texas Public Information Act. All Proposals become the property of TDI and may be subject to release to any requester under the provisions of the Texas Public Information Act. After the award and execution of a Contract for a particular procurement, Proposals submitted will be presumed to be public information and subject to disclosure unless a specific exception to disclosure under the Texas Public Information Act applies. TDI advises each Respondent to consult with its legal counsel regarding disclosure issues and take the appropriate precautions to safeguard trade secrets or other proprietary information. TDI assumes no obligation or responsibility relating to the disclosure or non-disclosure of information submitted by Respondent.

If a Respondent asserts that any portion of its Proposal is confidential, then Respondent must specify the confidential portions in its Proposal. Respondent must stamp in bold red letters the term “CONFIDENTIAL” on that specific part or page of the Proposal which Respondent asserts to be confidential. Respondent must submit in writing specific detailed reasons, including any relevant legal authority, stating why Respondent asserts the material is confidential. See instructions in Section IX (Certification Regarding Public Nature of the Proposal). TDI will consider all Proposals and parts of Proposals that are not marked as confidential as public information after the Contract is awarded. The successful Proposal may be considered public information even though parts are marked confidential.

In the event TDI receives a request for portions of a Proposal marked as “CONFIDENTIAL,” TDI will forward the request to the Texas Attorney General’s Office for an opinion on whether TDI may withhold such information from disclosure under the Texas Public Information Act. TDI will notify the Respondent whose Proposal is the subject of the request when the information is forwarded to the Texas Attorney General’s Office. TDI assumes no obligation for asserting legal arguments on behalf of a Respondent.

In accordance with Section 2252.907 of the Texas Government Code, Contractor is required to make any information created or exchanged with the State of Texas pursuant to a Contract resulting from this solicitation, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the State. Specific formats acceptable to TDI include Word, Excel, and pdf.

H. Respondent Documents If Respondent has documents it would like TDI to consider, such as boilerplate service agreements, service schedules, published specifications, warranty information, terms of service, and license agreements (Respondent Documents), it must submit those documents as part of its response. Respondent must, in its response, explain the purpose of such documents and, if applicable, must comply with Section III Part I (Respondent Exceptions and Assumptions). A blanket statement that Respondent Documents supersede language or requirements in the solicitation will not be accepted.

Respondent Documents that are submitted as part of the Proposal will only become part of any Contract if specifically accepted by TDI and incorporated into the resulting Contract. All Respondent Documents not expressly identified and incorporated into the Contract resulting from this solicitation are deemed rejected by TDI.

I. Respondent Exceptions and Assumptions If Respondent takes any exception to any provisions of this solicitation, these exceptions must be specifically and clearly identified by section number in Respondent’s Proposal in response to this solicitation and Respondent’s proposed alternative must also be provided. If a Respondent takes a “blanket exception” to the entire solicitation or does not propose alternate language for TDI’s consideration, Respondent’s Proposal may be considered non-responsive to this solicitation and disqualified from further consideration. Respondent must provide exceptions in a table format similar to the sample below.

Solicitation Section and Page Original Language Respondent Proposed

Alternative Language Explanation of

Respondent’s Concern

If Respondent makes any assumptions regarding any provision of this solicitation, these assumptions must be specifically and clearly identified in Respondent’s Proposal. Respondent must state any business, economic, legal, programmatic, or practical assumptions that underlie Respondent’s Business Proposal. TDI reserves the right to accept or reject any assumptions. All assumptions not expressly identified and incorporated into the Contract resulting from this solicitation are deemed rejected by TDI. Respondent must provide assumptions in a table format similar to the sample below.

Solicitation Section and Page Respondent Assumption Explanation of Respondent’s

Assumption or Proposed Alternative

Respondents are strongly encouraged to submit any inquiries regarding specific terms or conditions of this solicitation during the question and answer period designated in Section I (Summary) of this solicitation.

J. Service Additions or Deletions, Change Control TDI reserves the right, in its sole discretion, to add, change, or delete products or services during the period(s) covered under the Contract. All additions, changes, or deletions will be processed through TDI’s Purchasing and Contract Administration Program. The rate at the time of the addition, change, or deletion will be the same as the rate quoted in the Contract for the same model, product, or service.

For each addition, deletion, or change, TDI and Contractor will evaluate the impact to scope, schedule, and cost. Before the change is implemented and at TDI’s discretion, TDI and the Contractor may execute a Contract Amendment and/or TDI Purchasing and Contract Administration Program may provide a revised Purchase Order (PO) or PO Change Notice (POCN) to Contractor along with a letter indicating the effective date of the change, the amount of the change in cost (if any), and the equipment serial number, if applicable.

K. Acceptance Criteria Prior to payment, TDI will evaluate the provided products and/or services using the criteria listed below and any additional acceptance criteria included in this solicitation and/or agreed to prior to Contract Award and included in the Contract.

1) The products and/or services must meet all specifications and standards of performance of the formal signed agreement, if any, PO, solicitation, and Proposal.

2) The products and/or services must comply with all published specifications.

L. Payments and Invoice Instructions Payment(s) to Contractor will be based upon the schedule described in Section V (Mandatory Price Sheet) and the Contract resulting from this solicitation. TDI may, in its sole discretion, process payments on a monthly basis. TDI makes no express or implied warranty whatsoever that any minimum compensation or minimum quantity will be guaranteed under any Contract resulting from this solicitation. Payment will be made in accordance with the Texas Prompt Payment Act, Chapter 2251 of the Texas Government Code.

TDI will provide invoicing instructions to Contractor upon Contract Execution.

In the event of an invoice overpayment due to Contractor’s invoice errors, TDI’s actions may include but are not limited to the following: (1) reducing future invoice payments in the amount due to be refunded to TDI,

(2) requesting a refund, or (3) pursuing any other avenues available to TDI.

IV. Proposal Submission Requirements A. Time for Submission and TDI’s Email Address Respondents must email their Proposal to contracts@tdi.texas.gov on or before the deadline listed in Section I (Summary). The subject line of the email must include Solicitation No. 454-24-0141-31650-EM.

TDI will not consider Proposals sent after the solicitation deadline or sent to the wrong email address.

As a courtesy, TDI will acknowledge the receipt for Proposals sent before the submission deadline. TDI will not provide acknowledgment of receipt for Proposals sent after the submission deadline. Late Proposals will not be considered under any circumstances.

B. Respondent Identification Proposals must include Respondent’s Texas Identification Number, which is the taxpayer number assigned and used by TDI. If this number is not known, provide the Respondent’s Federal Employer’s Identification Number, if any. For sole proprietors that do not have a Texas Identification Number or Federal Employer’s Identification Number, provide a statement that Respondent does not have an identification number.

C. No Alterations or Withdrawals of Proposal after Deadline Proposals cannot be altered or amended after the deadline specified in Section I (Summary) of this solicitation. Any alterations made before this deadline must be initialed by the Respondent or its authorized agent. No Proposals can be withdrawn after the specified deadline without approval by TDI’s Purchasing and Contract Administration Program and based on a written, acceptable reason.

D. Tie Proposals Consistent and continued tie Proposals could cause rejection of Proposals by TDI and/or investigation of antitrust violations.

E. Pre-contract Costs Respondent is responsible for all expenses related to the preparation and submission of a Proposal. TDI will pay no costs or other amounts incurred by any entity in responding to this solicitation or incurred prior to the effective date of the Contract resulting from this solicitation.

F. TDI’s Tax Exemption Purchases made for State of Texas use are exempt from the State Sales Tax and Federal Excise Tax.

Respondents must not include taxes in Proposals.

G. Attachments TDI will not consider any terms and conditions or other documents attached to a Proposal as part of the Proposal unless the Respondent specifically and prominently refers to each of them in its Proposal. TDI reserves the right, in its sole discretion, to reject any Respondent terms and conditions or other documents or attachments as part of Respondent’s Proposal.

H. Evaluation Process Evaluation of Proposals will begin as soon as practical after the due date. Only those Proposals that are responsive to the solicitation will be evaluated using the criteria and the points set forth in Section I

(Summary) of this solicitation. Clarifications on issues raised in the Proposals may be sought from individual Respondents. Best and Final Offers may be sought from the Respondents whose Proposals are ranked most highly by the evaluation committee. TDI reserves the right in its sole judgment and discretion, and at any time upon failure of negotiations, to reissue or withdraw the solicitation rather than continue with negotiations.

I. Proposal Content and Format The Proposal must contain the information listed in this Part I. Failure to do so may result in the Proposal being excluded from consideration See Section I Item 19 (Evaluation of Proposals under Best Value Standard).

The Proposal must be submitted electronically via email to Contracts@tdi.texas.gov with…