ESBD_File_355511_IFB_455_24_1030_CARBON_OFFSET_FINAL.pdf

Procurement and Contract Management Competitive Bidding Form

(Invitation For Bids and Informal Bidding)

Bid No. 455-24-1030

Issue Date: 04/9/2024

Response Due Date: 04/25/2024 by 2:00 PM CT

Respond to:

Jesse Herrera, Contract Administration Manager

Telephone: 512-463-6736

E-Mail : Jesse.Herrera@rrc.texas.gov

Calendar of Events Date

Issuance of IFB Tuesday, April 9, 2024

Deadline for Submission of Written Inquiries (no later than

2:00PM CT)

Monday, April 15, 2024

Response to Written Inquiries, if any (Addenda posted to ESBD) Wednesday, April 17, 2024

Response Due Date (no later than 2:00PM CT) Thursday, April 25, 2024

Award Date (estimated only) Tuesday, April 30, 2024

Vendor Instructions:

Vendors shall submit their best pricing for products and services as outlined in this document. Best pricing will be determined according to the highest possible rebate to RRC expressed as a percentage of total well plugging costs. Quotes must remain good for 30 days. Services may not be substituted unless otherwise specified. All associated charges related to the services and/or equipment delivery must be provided on this form. For any questions, contact the Procurement/Contract staff listed above. NOTE: (1) Late responses will not be considered, (2) award(s) will be made in the best interest of the State, (3) vendors must specify if quoting all or none and (4) must state whether taking exceptions to the attached RRC Terms and Conditions.

The vendor’s authorized agent must sign below. By signing this document, the bidder acknowledges that all information contained in the document is true and correct and that bidder agrees to comply with all terms and conditions. Failure to sign will disqualify this bid. By signing this bid, bidder certifies that if a Texas address is shown as the address of the bidder, bidder qualifies as a Texas Bidder as defined in 34 TAC Rule §20.282. (Must be signed; failure to sign will disqualify response.)

Texas Vendor Identification No. (or Federal Employer’s ID):

Name of Business:

Street Address:

City-State-Zip Code:

Telephone Number:

E-Mail Address:

Print Name:

Signature Title Date

Line Item No.

Class

Item Description Qty UOM

Unit Price

Extension

– Total Cost

In accordance with applicable provisions of Texas Government Code Chapters 2155 and 2156 the Railroad Commission of Texas (RRC) extends this Invitation for Bid (IFB) to qualified entities to submit a Response detailing the Respondent's qualifications to provide to RRC Well Plugging, Carbon Offset and Related Services, Proof of Capture, Certification, and Sale of Carbon Credits as further described herein and in accordance with all terms, conditions, and specifications contained within the Solicitation and Contract Documents.

The RRC, Oil & Gas Division, is soliciting bids for Carbon Offset and Related Services for the following: Well Plugging, Carbon Offset Services, Proof of Capture, Certification, and Sale of Carbon Credits.

(See Appendix A, Statement of Services below for additional details.)

(See Appendix B, RRC Oil & Gas Division Districts Map)

RRC Terms and Conditions are attached and shall apply (See Appendix C, RRC Terms and Conditions)

1 926-25 Carbon Offset 1 LOT

2 075-12 Carbon Removing Tools 1 LOT

3 493-14 Combustion Analysis Equipment, Laboratory, Automatic, For

Carbon, Nitrogen, Sulfur etc

1 LOT

4 962-96 Well Plugging and Related Services 1 LOT

The Awarded Vendor shall provide all labor, materials, equipment, tools, incidentals, and services necessary to deliver all Well Plugging, Carbon Offset Services, Proof of Capture, Certification, and Sale of Carbon Credits.

The Awarded Vendor shall perform all (Carbon Offset Services, Proof of Capture, Certification, and Sale of Carbon Credit) activities required to deliver a completed project.

Awarded Vendor shall be on the RRC approved cementer list on or before the deadline for submitting a bid.

All work under the Contract shall be performed in accordance with applicable federal, state, and local statutes, laws, ordinances, regulations, and rules, including applicable RRC Rules, the specifications as described in this bid document and any Work Order issued under the Contract, and all terms and conditions of the Contact shall apply, (See Appendix A, Statement of Services below for additional details).

Responses to this IFB No. 455-24-1030 shall be received by the Railroad Commission of Texas, Contract Management Section, 1701 N. Congress Avenue, Austin, TX 78701 no later than 2:00PM (CT), Thursday, April 25, 2024 for IFB No. 455- 24-1030, Well Plugging, Carbon Offset Services and Proof of Capture, Certification, and Sale of Carbon Credits.

**Responses should be accompanied with a methodology and statement of law demonstrating that Respondent’s chosen methodology of obtaining and selling carbon credits/offsets is consistent with and authorized under Texas law. The statement of law should specify the authority under Texas law as to how title to the carbon credits/offsets will be obtained, marketed, and sold. Prior to issuing a work order, the Railroad Commission of Texas may require Awarded Vendor to demonstrate that a proposed method of acquiring and selling carbon credits/offsets satisfies all legal requirements under Texas and federal law.**

Responses shall be submitted utilizing this IFB solicitation document and must be signed by an authorized company representative to be deemed responsive.

Deadline for Submission of Written Inquiries (no later than, Monday, April 15, 2024, at 2:00 PM CT).

Responses to written inquiries, if any (Addendum posted to ESBD) shall be posted Wednesday, April 17, 2024.

NOTE: Quote F.O.B. Destination Freight Prepaid & Included, otherwise show exact delivery cost and terms.

Please include delivery time.

Responses shall be received by the RRC Contract Management Section:

Railroad Commission of Texas 1701 N. Congress Ave.

PO Box 12967 Austin, TX 78711-2967 Attn: Jesse Herrera

Estimated

Delivery Date:

Check below if preference claimed under Pursuant to 34 TAC §20.306 Vendor claims the preference(s) checked below:

□ Goods produced or offered by a Texas bidder that is owned by a Texas resident service-disabled veteran

□ Goods produced in Texas or offered by a Texas bidder that is not owned by a Texas resident service-disabled veteran

□ Agricultural products grown in Texas

□ Agricultural products offered by a Texas bidder

□ Services offered by a Texas bidder that is owned by a Texas resident service-disabled veteran

□ Services offered by a Texas bidder that is not owned by a Texas resident service-disabled veteran

□ Texas Vegetation Native to the Region

□ USA produced supplies, materials or equipment

□ Products of persons with mental or physical disabilities

□ Products made of recycled, remanufactured, or environmentally sensitive materials including recycled steel

□ Energy Efficient Products

□ Rubberized asphalt paving material

□ Recycled motor oil and lubricants

□ Products produced at facilities located on formerly contaminated property

□ Products and services from economically depressed or blighted areas

□ Vendors that meet or exceed air quality standards

□ Recycled or Reused Computer Equipment of Other Manufacturers

□ Foods of Higher Nutritional Value.

IFB No. 455-24-1030 Well Plugging, Carbon Offset, Proof of Capture, Certification, and Sale of Carbon Credits

RRC IFB Page | 1

APPENDIX A

STATEMENT OF SERVICES

STATEMENT OF SERVICES

Vendor shall deliver and provide all labor, materials, equipment, tools, incidentals, and Services necessary to deliver well plugging and abandonment services for oil/gas wells located within the geographic boundaries of one or more RRC Oil and Gas Division Districts (see IFB APPENDIX B), and to perform well plugging, methane measurement, carbon offset services, proof of capture, certification, and sale of carbon credits. including but not limited to services detailed under Section 2. Services to be Performed for the RRC. All work under the Contract shall be performed in accordance with applicable RRC Statewide

Rules, federal and state statutes, regulations, and rules, the specifications within this SOW and any Work

Order issued under the Contract, and all terms and conditions of the Contract.

1. PURPOSE OF SERVICES. The awarded Vendor(s) shall demonstrate that carbon credit/offset acquisition and marketing services can deliver returns which significantly offset the costs of well plugging through rebates due upon sale of the carbon credits/offsets. Rebates shall be reflected on each invoice and shall either be deducted from the amount due under the invoice or paid upon sale of the carbon credits/offsets.

2. SERVICES TO BE PERFORMED. Under the direction of RRC staff, all wells plugged under the Contract shall be plugged in accordance with all applicable federal, state, and local laws, rules, regulations, codes, and policies, including RRC Statewide Rules. Specifications related to work under the Contract include, but may not be limited to, the following:

2.1 All cement for plugging shall be an approved API oil well cement without volume extenders and shall be mixed in accordance with API standards.

2.2 Mud-laden fluid of at least 9-½ pounds per gallon with a minimum funnel viscosity of 40 seconds shall be placed in all portions of the well not filled with cement or other alternate material as approved by the director or the director's delegate. The hole shall be in static condition at the time the cement plugs are placed.

2.3 Cement plugs shall be set to isolate each productive horizon and usable quality water strata.

2.4 Cement plugs shall be placed by the circulation or squeeze method through tubing or drill pipe.

2.5 All cement plugs, except the top plug, shall have sufficient slurry volume to fill 100 feet of hole, plus 10% for each 1,000 feet of depth from the ground surface to the bottom of the plug.

2.6 A cast iron bridge plug may be placed immediately above each perforated interval, provided at least 20 feet of cement is placed on top of each bridge plug. A bridge plug shall not be set in any well at a depth where the pressure or temperature exceeds the ratings recommended by the bridge plug manufacturer.

2.7 For onshore or inland wells, a 10-foot cement plug shall be placed in the top of the well, and casing shall be cut off three feet below the ground surface.

2.8 De-water and backfill all pits and contour the location to discourage pooling of surface water around the well site.

2.9 Dispose of plugging-related fluids at an RRC authorized disposal facility.

Methane measurement and monitoring services will be performed according to American Carbon

Registry’s standard.

2.10 Vendor shall acquire title to and market carbon credits generated through the plugging of wells.

2.11 Vendor shall issue a rebate to the Commission that offsets the costs of plugging.

3. WORK ORDER PROCESS. Respondents awarded a Contract arising from this IFB shall be subject to

RRC’s Work Order Process for work required under the Contract.

Certification, and Sale of Carbon Credits

RRC IFB Page | 2

3.1 RRC shall submit to Vendor a Work Order request which shall include a scope of work to be performed for one or more tasks listed in Section 2. Services to be Performed at one or more sites specified within the Work Order.

3.1.1 A Work Order request may include well plugging services to be delivered for either one well or multiple wells similar in plugging requirements and location, grouped by lease and identified by plug code.

3.1.2 Each Work Order request shall include available information related to well plugging requirements, GPS coordinates and /or driving instructions for each lease, and a map indicating location of each well to be plugged under the Work Order.

3.2 Within the number of days specified within a Work Order request, Vendor shall complete and return information requested by RRC, including applicable pricing for all work required to deliver all

Services necessary to complete the Work Order.

3.2.1 At sole discretion of RRC, Vendor’s failure to return to RRC the information requested within the required days specified within the proposed Work Order request may result in

RRC retracting the Work Order request from Vendor and submitting to another Vendor some or all Services specified within the Work Order request.

3.3 RRC shall review the Vendor’s response to the Work Order request to determine whether the response is fair and reasonable, negotiating if necessary any unacceptable terms and conditions of the Work Order, until the RRC and Vendor enter into written acceptance of the Work Order or formally end negotiations between RRC and the Vendor for that Work Order.

3.4 Upon RRC’s and Vendor’s written acceptance of a Work Order, RRC shall issue a written notice to proceed (“NTP”) for Services to be delivered in accordance with the Work Order.

3.4.1 Vendor shall not commence work under a Work Order prior to receipt of RRC’s written NTP to Vendor for the Work Order.

3.4.2 Upon receipt of RRC’s written NTP, Vendor shall promptly commence performance of the

Services in accordance with the Work Order and work schedule specified therein.

3.4.3 Vendor shall prosecute all work with sufficient diligence to ensure timely completion of all

Services to be delivered under the Work Order.

3.4.4 At least 24 hours prior to scheduled completion deadline applicable to a Work Order, Vendor may submit to the RRC Authorized Representative a written request for an extension to the deadline.

3.4.5 It is the sole discretion of RRC to approve any requested extension to a deadline. RRC shall issue approved extensions in writing to Vendor. Only extensions authorized by RRC in writing shall be honored by RRC as acceptable delay to a Work Order.

3.4.6 Should a Vendor fail to perform by the extended deadline, RRC reserves the right to unilaterally revoke the Work Order and/or terminate the Contract.

3.4.7 In the event of Work Order revocation and/or Contract termination under this provision, RRC may award the Work Order and/or Contract to the next qualified Vendor offering the best value to the state as determined by RRC.

4. WORK SCHEDULE.

TIME IS OF THE ESSENCE AND IS AN ESSENTIAL ELEMENT OF THE CONTRACT.

4.1 Within three (3) calendar days of Vendor’s receipt of RRC’s written NTP applicable to a Work

Order, Vendor shall mobilize all necessary equipment, materials and personnel to one or more well sites in accordance with the Work Order. The Vendor shall remain on the job until the RRC

Authorized Representative has deemed plugging operations required on all wells included in the

Work Order have been completed, brought into compliance with RRC Statewide Rules, or RRC has deemed the wells properly plugged.

4.1.1 Failure of Vendor to comply with requirements of the RRC Authorized Representative under this section may result in Vendor performance being deemed unsatisfactory and/or insufficient to ensure plugging of a well or completion of the work under the Work Order

Certification, and Sale of Carbon Credits

RRC IFB Page | 3 within the time specified. In such an event, RRC may terminate Vendor’s right to proceed with the work, or any separable part of the work, in accordance with default terms of the

Contract.

4.1.2 Vendor shall diligently conduct work during daylight hours, daily, Monday through Friday, weather permitting. Any alterations to the work schedule shall be submitted by Vendor to the

RRC and must be approved in writing by RRC’s Authorized Representative prior to the

Vendor’s change in the work schedule. At RRC’s discretion, Saturdays and Sundays may be considered working days.

4.1.3 Vendor shall not perform any work without authorization of RRC’s onsite Authorized

Representative. Any work performed by Vendor without prior written authorization from

RRC’s Authorized Representative and without presence of an RRC onsite Authorized

Representative shall be deemed undertaken and performed at Vendor’s risk of rejection of work and/or subject to Vendor’s sole responsibility for all costs associated with work necessary to repair or improve work rejected by RRC.

4.2 Vendor shall prepare and submit a daily work report to RRC’s onsite Authorized Representative at the end of each workday or prior to start of the subsequent workday.

4.2.1 The daily work report shall be in a format designated by RRC’s Authorized Representative and shall include, but is not limited to, the following information:

a. A brief description of the well activities performed for the day; and

b. As applicable, the cost associated with the well plugging activities and a daily cost; and

c. The name of any subcontractors used that day; and

d. The type and volume of all waste removed from the site for the day and the name(s) of the disposal or recycling facility(ies) receiving the waste that day; and

e. Service provider name and RRC permit number of waste hauler used that day.

4.2.2 Failure of Vendor to comply with requirements of the RRC Authorized Representative under this section may result in Vendor performance being deemed unsatisfactory and/or insufficient to ensure completion of the work under the Contract or Work Order within the time specified in the Contract or Work Order. In such an event, RRC may terminate Vendor’s right to proceed with the work, or any separable part of the work, in accordance with Contract terms and conditions.

5. VENDOR RESPONSIBILITIES.

Vendor shall be solely responsible for performance of all work required under the Contract and any Work

Order issued thereunder, including but not limited to the following Vendor tasks:

5.1 Vendor shall determine and provide all labor, materials, equipment, incidentals, and services, including coordination and supervision of Vendor’s staff and subcontractors and all staff and subcontractor work activities, necessary to access the well locations, properly plug the wells, perform well plugging, methane measurement, carbon offset services, proof of capture, certification, and sale of carbon credits and restore disturbed areas in accordance with all terms, conditions, and specifications of the Contract and any Work Order issued thereunder.

5.1.1 Vendor’s right of entry and access to lease(s) and well(s) shall be coordinated by the RRC.

5.1.2 Vendor’s right of entry and access to lease(s) and well(s) shall be coordinated by the RRC.

5.2 Vendor shall plug all wells in accordance with plugging procedures approved by the RRC and in accordance with applicable RRC Statewide Rules.

5.3 Vendor shall obtain written approval of the RRC Authorized Representative prior to making or commencing with any changes to an approved plugging procedure and/or Work Order.

5.4 Vendor shall schedule and manage resources to ensure safe and efficient plugging operations.

5.5 Vendor shall maintain all appropriate training, licenses, permits, certifications, and registrations applicable to performance of work and delivery of Services throughout the lifetime of the Contract.

Vendor shall conduct daily onsite safety meetings prior to Vendor commencing field work, if

Certification, and Sale of Carbon Credits

RRC IFB Page | 4 applicable. Vendor’s safety meetings shall include, at a minimum, a review of safety protocols and procedures applicable to the day’s work and discussion of Vendor’s work plan for that day.

5.6 Vendor shall maintain a safe work environment and ensure Vendor’s staff and any subcontractors comply with all applicable safety laws, rules, policies, and standards including but not limited to those put forth by the U.S. Department of Labor Occupational Safety and Health Administration

(“OSHA”).

5.6.1 Vendor shall ensure all Vendor’s personnel, including subcontractors, observe prudent safety practices, including but not limited to the use of steel toe boots, hard hats, gloves, eye protection, hearing protection, safety vests, and other personal protective equipment appropriate to the workplace and hazards of the project and in accordance with OSHA and industry accepted standards.

5.7 Vendor shall provide to the RRC Authorized Representative (at District office) a completed and signed Form W-3, Plugging Record for each well plugged by Vendor.

5.8 Vendor shall invoice RRC in accordance with the terms and conditions of the Contract.

5.9 Vendor shall provide RRC with evidence of proof of capture, certification, and sale.

5.10 Vendor shall warrant that it has title to the carbon credits/offsets and shall alone bear the responsibility of ensuring all carbon dioxide is sequestered and stored in accordance with all applicable standards for carbon credits/offsets.

Certification, and Sale of Carbon Credits

APPENDIX B

RRC OIL & GAS DIVISION DISTRICTS MAP

APPENDIX B:

TABLE 1: RRC OIL & GAS DISTRICTS LIST OF COUNTIES

RRC RFQ v2023-05 Page 2of 2

DISTRICTS 1 & 2 / SAN ANTONIO

ATASCOSA – 1 BANDERA – 1 BASTROP – 1 BELL – 1 BEXAR – 1 BLANCO – 1

BURNET – 1 CALDWELL – 1 COMAL – 1 DIMMIT – 1 EDWARDS – 1 FRIO – 1

GILLESPIE – 1 GONZALES – 1 GUADALUPE – 1 HAYS – 1 KENDALL – 1 KERR – 1

KINNEY – 1 LA SALLE – 1 LLANO – 1 McMULLEN – 1 MASON – 1 MAVERICK – 1

MEDINA – 1 MILAM – 1 REAL – 1 TRAVIS – 1 UVALDE – 1 VAL VERDE – 1

WILLIAMSO – 1 N WILSON – 1 ZAVALA – 1 BEE – 2 CALHOUN – 2 DE WITT – 2

GOLIAD – 2 JACKSON – 2 KARNES – 2 LAVACA – 2 LIVE OAK – 2 REFUGIO – 2

VICTORIA – 2

DISTRICT 3 / HOUSTON

AUSTIN BRAZORIA BRAZOS BURLESON CHAMBERS COLORADO

FAYETTE FORT BEND GALVESTON GRIMES HARDIN HARRIS

JASPER JEFFERSON LEE LIBERTY MADISON MATAGORDA

MONTGOMERY NEWTON ORANGE POLK SAN JACINTO TRINITY

TYLER WALKER WALLER WASHINGTON WHARTON

DISTRICT 4 / CORPUS CHRISTI

ARANSAS BROOKS CAMERON DUVAL HIDALGO JIM HOGG

JIM WELLS KENEDY KLEBERG NUECES SAN PATRICIO STARR

WEBB WILLACY ZAPATA

DISTRICTS 5 & 6 / KILGORE

BOSQUE – 5 COLLIN – 5 DALLAS – 5 DELTA – 5 ELLIS – 5 FALLS – 5

FANNIN – 5 FREESTONE – 5 HENDERSON – 5 HILL – 5 HOPKINS – 5 HUNT – 5

JOHNSON – 5 KAUFMAN – 5 LAMAR – 5 LEON – 5 LIMESTONE – 5 McLENNAN – 5

NAVARRO – 5 RAINS – 5 ROBERTSON – 5 ROCKWALL – 5 TARRANT – 5 VAN ZANDT – 5

ANDERSON – 6 ANGELINA – 6 BOWIE – 6 CAMP – 6 CASS – 6 CHEROKEE – 6

FRANKLIN – 6 GREGG – 6 HARRISON – 6 HOUSTON – 6 MARION – 6 MORRIS – 6

NACOGDOCHES – 6 PANOLA – 6 RED RIVER – 6 RUSK – 6 SABINE – 6 SAN AUGUSTIN – 6

SHELBY – 6 SMITH – 6 TITUS – 6 UPSHUR – 6 WOOD – 6

DISTRICT 7B / ABILENE

BROWN CALLAHAN COLEMAN COMANCHE CORYELL EASTLAND

ERATH FISHER HAMILTON HASKELL HOOD JONES

LAMPASAS MILLS NOLAN PALO PINTO PARKER SAN SABA

SHACKELFORD SOMERVILLE STEPHENS STONEWALL TAYLOR THROCKMORTON

DISTRICT 7C / SAN ANGELO

COKE CONCHO CROCKETT IRION KIMBLE McCULLOCH

MENARD REAGAN RUNNELS SCHLEICHER SUTTON TERRELL

TOM GREEN UPTON

DISTRICT 8 / MIDLAND

ANDREWS BREWSTER CRANE CULBERSON ECTOR EL PASO

GLASSCOCK HOWARD HUDSPETH JEFF DAVIS LOVING MARTIN

MIDLAND MITCHELL PECOS PRESIDIO REEVES STERLING

WARD WINKLER

DISTRICT 8A / LUBBOCK

BAILEY BORDEN COCHRAN COTTLE CROSBY DAWSON

DICKENS FLOYD GAINES GARZA HALE HOCKLEY

KENT KING LAMB LUBBOCK LYNN MOTLEY

SCURRY TERRY YOAKUM

DISTRICT 9 / WICHITA FALLS

ARCHER BAYLOR CLAY COOKE DENTON FOARD

GRAYSON HARDEMAN JACK KNOX MONTAGUE WICHITA

WILBARGER WISE YOUNG

DISTRICT 10 / PAMPA

ARMSTRONG BRISCOE CARSON CASTRO CHILDRESS COLLINGSWORTH

DALLAM DEAF SMITH DONLEY DONLEY GRAY HALL

HANSFORD HARTLEY HEMPHILL HUTCHINSON LIPSCOMB MOORE

OCHILTREE OLDHAM PARMER POTTER RANDALL ROBERTS

SHERMAN SWISHER WHEELER

IFB No. 455-24-1030

Certification, and Sale of Carbon Credits

RAILROAD COMMISSION OF TEXAS

STANDARD TERMS AND CONDITIONS

APPLICABLE TO PURCHASES OF

GOODS AND SERVICES

RRC ProdSvcs TC v 2024-0206 Page 1 of 18

As used herein, RRC shall mean the Railroad Commission of Texas, and Vendor shall mean the Vendor identified on the RRC Purchase Order for goods and/or services to which these RRC Standard Terms and

Conditions is attached or incorporated within by reference.

The following terms and conditions shall be fully incorporated into and constitute part of any offer by

Vendor to RRC and any agreement between RRC and Vendor. Vendor shall comply, and Vendor shall require all Vendor’s subcontractors and sub-vendors (if any) to comply with these terms and conditions.

1. CONTRACT SCOPE:

Vendor shall provide the goods and/or services in accordance with the specifications and terms and conditions of the solicitation/agreement/purchase order/contract documents.

2. NO QUANTITY GUARANTEES:

RRC makes no express or implied guarantees or warranties that any specific quantity or dollar amount of products and related services will be procured except as agreed to within the fully executed Contract.

3. DEFINITIONS:

As used throughout the Contract, the following terms have the meaning set forth below:

A. Compliance Check- an audit of Vendor’s compliance with the Contract may be performed by a third-party auditor, RRC’s internal audit department, RRC’s contract management and/or purchasing staff, or RRC’s authorized designees.

B. Contract - the entire agreement between RRC and Vendor, including all the Contract

Documents, into which these Terms and Conditions are incorporated as if fully set forth therein.

C. Contract Documents – includes the fully executed agreement between RRC and Vendor and fully executed amendments thereto (if any), these “Terms and Conditions of the Contract”, specifications, solicitation documents, purchase orders, and any exhibits, appendices, and attachments thereto and incorporated therein through written reference.

D. Day - business days, Monday through Friday, except for State and Federal holidays, unless otherwise specified as calendar days. If the Contract calls for performance on a day that is not a business day, then performance is intended to occur on the next business day.

E. Party – individually either RRC or Vendor; collectively, “Parties”.

F. Purchase Order - RRC’s fiscal form or format used when making a purchase (e.g., formal written Purchase Order, Procurement Card, Electronic Purchase Order, or another authorized instrument.) An RRC Purchase Order may be considered a Contract or one document of a collective set of Contract Documents that comprise a Contract.

G. State- the State of Texas.

H. Term- means the period during which the Contract remains in force and effect. Extension of the

Term shall occur only through written amendment to the Contract, fully executed prior to date of the Contract’s then current Term.

RRC Standard T&C Applicable to

Goods/Services

RRC ProdSvcs TC v 2024-0206 Page 2 of 18

4. GENERAL PROVISIONS:

Entire Agreement:

The Contract Documents constitute the entire agreement between RRC and Vendor. No statement, promise, condition, understanding, inducement, or representation, oral or written, expressed or implied, which is not contained in the Contract Documents shall be binding or valid.

Modification of Contract Terms and/or Amendments:

The terms and conditions of the Contract shall govern all transactions between RRC and Vendor under the Contract. The Contract may be amended only upon written agreement between RRC and

Vendor; however, the Contract may not be amended in a manner that conflicts with the laws of the

United States or of the State of Texas.

Invalid Term or Condition:

1. To the extent any term or condition in the Contract conflicts with any applicable State and/or

United States law or regulation, such Contract term or condition is void and unenforceable.

By executing a contract which contains the conflicting term or condition, RRC makes no representations or warranties regarding the enforceability of such term or condition and RRC does not waive the applicable State and/or United States law or regulation which conflicts with the Contract term or condition.

2. If one or more terms or conditions in the Contract, or the application of any term or condition to a Party or circumstance, is held invalid, unenforceable, or illegal in any respect by a final judgment or order of a court of competent jurisdiction, the remainder of the Contract and the application of the term or condition to a Party or circumstance shall remain valid and in full force and effect.

Assignment:

Vendor may not assign the Contract or assign, transfer or delegate, in whole or in part, any of its interest in, or rights or obligations under, the Contract without the prior written consent of RRC, and any attempted or purported assignment, transfer or delegation thereof without such consent shall be null and void.

Survival:

All applicable guarantees and warranties for products and services delivered under the Contract shall survive the expiration or termination of the Contract. Rights and obligations under this Contract which by their nature should survive, including but not limited to any payment obligations invoiced prior to the termination or expiration hereof, obligations of confidentiality, and indemnification will remain in effect after termination or expiration hereof.

Governing Law and Venue:

The laws of the State shall govern the construction and interpretation of the Contract. Exclusive venue for all actions will be in a court of competent jurisdiction, Travis County, Texas. The Parties expressly agree that no provision of the Contract, Exhibits, Appendices, Amendments, or any

Purchase Order is in any way intended to constitute a waiver by the State of Texas or by the RRC of any immunities from suit or from liability that the State of Texas or the RRC may have by operation of law. The failure to enforce, or any delay in the enforcement of, any privileges, rights, defenses, remedies, or immunities available to the State of Texas and the RRC under this Contract or under applicable law does not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel.

Goods/Services

RRC ProdSvcs TC v 2024-0206 Page 3 of 18

Limitation of Authority:

Vendor shall have no authority to act for or on behalf of the State of Texas except as expressly provided for in this Contract; no other authority, power, or use is granted or implied. Vendor may not incur any debts, obligations, expenses, or liabilities of any kind on behalf of the State or RRC.

Proof of Financial Stability:

RRC may require Vendor to provide proof of financial stability prior to or at any time during the

Contract term.

Vendor Identification:

Vendor shall provide Vendor’s Texas Identification Number (TIN) issued by the Texas Comptroller of Public Accounts prior to Vendor issuing its first invoice to RRC.

5. PRODUCT TERMS AND CONDITIONS:

A. Electronic and Information Resources Accessibility Standards, As Required by 1 TAC

Chapters 206 and 213 (Applicable to State Agency and Institution of Higher Education

Purchases Only):

1. Effective September 1, 2006 state agencies and institutions of higher education shall procure products which comply with the State Accessibility requirements for Electronic and

Information Resources specified in 1 TAC Chapters 206 and 213 when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation.

2. Upon request, but not later than thirty (30) calendar days after request, Vendor shall provide

RRC with a completed Voluntary Product Accessibility Template (VPAT) of the specified product or a URL to the VPAT for reviewing compliance with the State Accessibility requirements (based on the federal standards established under Section 508 of the

Rehabilitation Act).

B. Warranties:

Notwithstanding any disclaimers in Vendor’s terms and conditions and notwithstanding any other provision of the Contract to the contrary, Vendor warrants and guarantees that all services will meet all specifications of the Contract.

6. CONTRACT FULFILLMENT:

Use of Access Data Prohibited:

If Vendor stores, collects, or maintains data electronically as a condition of accessing Contract information, such data shall only be used internally by Vendor to implement the Contract and shall not be disseminated to third parties or used for marketing or other purposes unauthorized by RRC.

Orientation Meeting:

At discretion of RRC, an orientation meeting to discuss the content and procedures of the Contract may be required. In the event of such requirement, Vendor agrees to attendance of such meeting.

Orientation meeting may be scheduled at a mutually agreed time and location; RRC reserves the right to schedule such meeting to be held via telephone or teleconference.

7. PRICING, PURCHASE ORDERS, INVOICES, AND PAYMENTS:

All-inclusive Price:

Unless otherwise noted within the Contract Documents, the purchase price to be paid by RRC to

Vendor under this Contract shall include all expenses related to Vendor’s delivery of all goods and/or services required under the Contract.

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Tax-Exempt:

As per Section 151.309, Texas Tax Code, purchased by RRC under this Contract are exempt from the assessment of State sales, use and excise taxes. Further, purchases by RRC under this Contract are exempt from Federal Excise Taxes, 26 United States Code Sections 4253(i) and (j).

Purchase Orders:

As applicable, all RRC Purchase Orders will be placed directly with the Vendor. Accurate Purchase

Orders not conflicting with the Contract Documents shall be effective and binding upon Vendor when accepted by Vendor.

Invoices:

1. Invoices shall be submitted by the Vendor directly to RRC and shall be issued in compliance with Chapter 2251, Texas Government Code. All payments for products and/or services purchased under the Contract and any provision of acceptance of such products and/or services shall be made by the RRC to Vendor.

2. Invoices must be timely and accurate. Each invoice must match RRC’s Purchase Order and include any written changes that may apply, as it relates to products, prices, and quantities, as applicable. Invoices must include the RRC’s Purchase Order number or other pertinent information for verification of receipt of the product or services by the RRC.

Payments:

RRC shall comply with Chapter 2251, Texas Government Code, in making payments to Vendor. The statute states that payments for goods and services are due thirty (30) calendar days after the goods are provided, the services completed, or a correct invoice is received, whichever is later. Payment under the Contract shall not foreclose the right to recover wrongful payments.

8. CONTRACT ADMINISTRATION:

Contract Managers:

RRC and Vendor will each provide a dedicated staff member to support the Contract.

1. State Contract Specialist:

RRC shall provide a Contract Specialist or Purchasing Manager whose duties shall include, but not be limited to, i) advising RRC and Vendor of Vendor’s compliance with the terms and conditions of the Contract, ii) periodic verification of product pricing, and iii) verification of monthly reports submitted by Vendor, if required.

Upon execution of the Contract, RRC shall provide Vendor with written notification of the

RRC Contract Specialist’s name and contact information.

2. Vendor Contract Manager:

Vendor shall provide a dedicated Contract Manager or designated point of contact whose duties shall include but not be limited to: i) supporting the management of the Contract, ii) facilitating dispute resolution between Vendor and RRC, and iii) advising RRC of Vendor’s performance under the terms and conditions of the Contract. RRC reserves the right to require a change in Vendor’s then-current Contract Manager if the assigned Contract Manager is not, in the reasonable opinion of RRC, adequately serving the needs of the State.

Upon execution of the Contract, Vendor shall provide RRC with written notification of the following: i) Vendor Contract Administrator name and contact information, ii) Vendor sales representative name and contact information, and iii) name and contact information of

Vendor personnel responsible for submitting reports (if required under the Contract) and receiving RRC’s payment.

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Records and Audit:

1. The State auditor may conduct an audit or investigation of any entity receiving funds from the

State directly under the Contract or indirectly through a subcontract under the Contract. The acceptance of funds directly under the Contract or indirectly through a subcontract under the

Contract acts as acceptance of the authority of the State auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the State auditor must provide the State auditor with access to any information the State auditor considers relevant to the investigation or audit. Vendor will ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through Vendor and the requirement to cooperate is included in any subcontract it awards pertaining to the Contract.

2. Vendor shall maintain adequate records to establish compliance with the Contract until the later of a period of seven (7) years after termination of the Contract or until full, final and unappealable resolution of all Compliance Check or litigation issues that arise under the

Contract. Such records shall include per transaction: Vendor’s name, RRC name, invoice date, invoice number, description, part number, manufacturer, quantity, MSRP or list price, unit price, extended price, RRC Purchase Order number, contact name, RRC’s complete billing address, HSP reports, and such other documentation as RRC may request.

3. Upon reasonable request of RRC, Vendor shall grant access to all paper and electronic records, books, documents, accounting procedures, practices and any other items relevant to the performance of the Contract to the RRC Internal Audit department or RRC Contract

Management staff, including the compliance checks designated by the RRC Internal Audit department, RRC Contract Management staff, the State Auditor’s Office, and of the United

States, and such other persons or entities designated by RRC for the purposes of inspecting, Compliance Checking and/or copying such books and records. Vendor shall provide copies and printouts requested by RRC without charge. RRC shall provide Vendor ten (10) business days’ notice prior to inspecting, Compliance Checking, and/or copying Vendor’s records.

Vendor’s records, whether paper or electronic, shall be made available during regular office hours. Vendor personnel familiar with the Vendor’s books and records shall be available to the RRC Internal Audit department, RRC Contract Management staff, and/or designees as needed. Vendor shall provide adequate office space to RRC staff during the performance of

Compliance Checks. If Vendor is found to be responsible for inaccurate reports, RRC may invoice for the reasonable costs of the audit, which Vendor must pay within thirty (30) calendar days of receipt.

9. VENDOR RESPONSIBILITIES:

Indemnification:

1. General:

VENDOR SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF

TEXAS AND RRC, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES,

REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM

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

RELATED COSTS, ATTORNEY FEES, AND EXPENSES ARISING OUT OF, OR

RESULTING FROM ANY ACTS OR OMISSIONS OF THE VENDOR OR ITS AGENTS,

EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF

SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE CONTRACT

AND ANY PURCHASE ORDERS ISSUED UNDER THE CONTRACT. THE DEFENSE

SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE TEXAS

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ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED

DEFENDANTS IN ANY LAWSUIT, AND VENDOR MAY NOT AGREE TO ANY

SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE

OFFICE OF THE TEXAS ATTORNEY GENERAL. VENDOR AND THE RRC AGREE

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

THIS GENERAL INDEMNIFICATION SECTION IS NOT INTENDED TO AND SHALL

NOT BE CONSTRUED TO REQUIRE VENDOR TO INDEMNIFY OR HOLD

HARMLESS THE STATE OF TEXAS OR RRC FOR ANY CLAIMS OR LIABILITIES

RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE RRC OR ITS

EMPLOYEES.

For avoidance of doubt, RRC shall not indemnify Vendor or any other entity under this

Contract.

2) Infringement: Patent, Trademark, Copyright, and Other Intellectual Property:

C. Claims.

VENDOR SHALL INDEMNIFY, SAVE, AND HOLD HARMLESS THE STATE OF

TEXAS AND RRC FROM AND AGAINST ANY AND ALL CLAIMS, VIOLATIONS,

MISAPPROPRIATIONS OR INFRINGEMENT OF ANY PATENT, TRADEMARK,

COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS

AND/OR OTHER INTANGIBLE PROPERTY, PUBLICITY OR PRIVACY RIGHTS,

AND/OR IN CONNECTION WITH OR ARISING FROM: (1) THE PERFORMANCE OR

ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLE,

WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED

HEREUNDER BY VENDOR; AND/OR (3) THE STATE’S OR RRC’S USE OF OR

ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO

THE RRC BY VENDOR OR OTHERWISE TO WHICH THE STATE OF TEXAS

AND/OR RRC HAS ACCESS AS A RESULT OF VENDOR’S PERFORMANCE UNDER

THIS CONTRACT. VENDOR AND THE STATE OF TEXAS AND/OR RRC AGREE TO

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

VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDIUNG

ATTORNEYS’ FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH

THE OFFICE OF THE TEXAS ATTORNEY GENERAL (OAG)WHEN THE STATE OF

TEXAS AND/OR THE RRC ARE/IS NAMED AS A DEFENDANT IN ANY LAWSUIT,

AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST

OBTAINING THE WRITTEN CONCURRENCE FROM THE OAG. IN ADDITION,

VENDOR SHALL REIMBURSE THE STATE OF TEXAS AND THE RRC FOR ANY

CLAIMS, DAMAGES, LOSSES, COSTS, EXPENSES, JUDGMENTS, OR ANY OTHER

AMOUNTS INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES AND COURT

COSTS, ARISING FROM ANY SUCH CLAIM. IF RRC DETERMINES THAT A

CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF VENDOR OR IF

RRC IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, RRC

WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND VENDOR WILL PAY

ALL REASONABLE COSTS OF RRC’S COUNSEL. VENDOR REPRESENTS THAT IT

HAS DETERMINED WHAT LICENSES, PATENTS, AND PERMITS, IF ANY, ARE

REQUIRED UNDER THIS CONTRACT AND HAS ACQUIRED ALL SUCH LICENSES,

PATENTS, AND PERMITS.

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D. Notice.

If Vendor becomes aware of an actual or potential claim, or RRC provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against

RRC, shall), at Vendor’s sole option and expense; (i) procure for RRC the right to continue to use the affected portion of Vendor’s goods and/or services, or (ii) modify or replace the affected portion of Vendor’s goods and/or services with functionally equivalent or superior product or service so that RRC’s use is non-infringing.

E. Limitations.

Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of Vendor’s goods and/or services for a purpose or in a manner for which Vendor’s goods and/or services were not designed, (ii) any modification made to

Vendor’s goods and/or services without Vendor’s written approval, (iii) any modifications made to Vendor’s goods and/or services by Vendor pursuant to RRC’s specific instructions,

(iv) any intellectual property right owned by or licensed to RRC, or (v) any use of Vendor’s goods and/or services by RRC that is not in conformity with the terms of any applicable license agreement.

Independent Contractor:

VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS

CONTRACT, IT IS FURNISHING PRODUCTS AND SERVICES IN THE CAPACITY OF AN

INDEPENDENT CONTRACTOR AND THAT VENDOR IS NOT AN EMPLOYEE OF THE

STATE OF TEXAS OR THE RRC. Vendor’s employees are not and shall not be construed as employees or agents of the State of Texas or RRC. Subject only to the terms of this Contract, Vendor shall have the sole right to supervise, manage, operate, control, and direct performance of its duties under this Contract. Nothing contained in the Contract shall be deemed or construed to create a partnership or joint venture, to create relationships of an employer-employee or principal-agent, or to otherwise create any liability for RRC whatsoever with respect to the indebtedness, liabilities, and obligations of Vendor or any other party.

Taxes/Worker’s Compensation/Unemployment Insurance:

1. VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF

THIS CONTRACT, VENDOR SHALL BE ENTIRELY RESPONSIBLE FOR THE

LIABILITY AND PAYMENT OF VENDOR’S AND VENDOR'S EMPLOYEES’ TAXES

OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS

CONTRACT. VENDOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL

LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING

WAGES, TAXES, INSURANCE, AND WORKERS' COMPENSATION. THE RRC

AND/OR THE STATE SHALL NOT BE LIABLE TO THE VENDOR, ITS EMPLOYEES,

AGENTS, OR OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF

UNEMPLOYMENT INSURANCE AND/OR WORKERS’ COMPENSATION OR ANY

BENEFIT AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER

GOVERNMENTAL ENTITY RRC.

2. VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS RRC, THE STATE OF

TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES,

CONTRACTORS, AND/OR ASSIGNEES FROM ANY AND ALL LIABILITY,

ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS,

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

UNEMPLOYMENT INSURANCE AND/OR WORKERS’ COMPENSATION IN ITS

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PERFORMANCE UNDER THIS CONTRACT. VENDOR SHALL BE LIABLE TO PAY

ALL COSTS OF DEFENSE INCLUDING ATTORNEYS’ FEES. THE DEFENSE SHALL

BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY

GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY

LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT

FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY

GENERAL. VENDOR AND THE RRC AGREE TO FURNISH TIMELY WRITTEN

NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

Legal Obligations:

Vendor shall procure and maintain for the duration of the Contract any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification, or certification required by statute, ordinance, law, or regulation to be held by Vendor to provide the goods or services required by the Contract. Vendor will be responsible to pay all taxes, assessments, fees, premiums, permits, and licenses required by law. Vendor shall be responsible for payment of any such government obligations not paid by its subcontractors during performance of Contract.

Federal, State, and Local Requirements:

Vendor shall demonstrate compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2s to common law employees. Vendor is solely responsible for both federal and State unemployment insurance coverage and standard Worker’s Compensation Insurance coverage. Vendor shall comply with all federal and State tax laws and withholding requirements. The State of Texas shall not be liable to Vendor or its employees for any unemployment or workers’ compensation coverage, or federal or State withholding requirements. Vendor shall indemnify the State of

Texas and RRC and shall pay all costs, penalties, or losses resulting from Vendor’s omission or breach of this section.

Ability to Conduct Business in Texas:

Vendor shall be authorized and validly existing under the laws of its state of organization and shall be authorized to do business in the State of Texas.

Equal Opportunity Compliance:

Vendor agrees to abide by all applicable laws, regulations, and executive orders pertaining to equal employment opportunity, including federal laws and the laws of the State in which its primary place of business is located. In accordance with such laws, regulations, and executive orders, the Vendor agrees that no person in the United States shall, on the grounds of race, color, religion, national origin, sex, age, veteran status or handicap, be excluded from employment with or participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity performed by Vendor under the Contract. If Vendor is found to be not in compliance with these requirements during the term of the Contract, Vendor agrees to take appropriate steps to correct these deficiencies. Upon request, Vendor will furnish information regarding its nondiscriminatory hiring and promotion policies, as well as specific information on the composition of its principals and staff, including the identification of minorities and women in management or other positions with discretionary or decision-making authority.

Use of Subcontractors:

If Vendor uses any subcontractors in the performance of this Contract, Vendor must make a good faith effort in the submission of its Subcontracting Plan in accordance with the State’s Policy on

Utilization of Historically Underutilized Businesses. A revised Subcontracting Plan shall be required before Vendor can engage additional subcontractors in the performance of this Contract.

Vendor shall remain solely responsible for the performance of its obligations under the Contract.

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Responsibility for Actions:

1. Vendor is solely responsible for its actions and those of its agents, employees, or subcontractors, and agrees that neither Vendor nor any of the foregoing has any authority to act or speak on behalf of RRC or the State.

2. Vendor, for itself and on behalf of its subcontractors, shall report to RRC promptly any changes to the disclosures, certifications, representations, and warranties within the Contract

Documents, including but not limited to those within section 10 of this Exhibit A-Terms and

Conditions of the Contract. Vendor covenants to fully cooperate with RRC to update and amend the Contract to accurately disclose employment of current or former State employees and their relatives and/or the status of conflicts of interest.

3. Vendor agrees to fully cooperate with RRC in the execution of any Contract amendments necessary to effectuate compliance with laws of the State of Texas when such laws require

RRC to include additional language in the Contract. During the term of the Contract and any extensions thereof, RRC reserves the right to request amendments or…