IFB_5600_DCG1036_PAC1_v1.pdf

SOLICITATION - Details

SOLICITATION - Details Pg. 1

1. INVITATION

IDENTIFICATION

Type Invitation for Bids (IFB)

Number IFB 5600 DCG1036

Title Station Alerting Audio Parts

Summary The purpose of this contract is to purchase audio parts including amplifiers, speakers, mounting racks, brackets, and back-up power supplies for Station alerting systems.

CONTACTS

Primary Contact Diego Cruz-Garcia; (512) 978-0819; Diego.Cruz-Garcia@austintexas.gov

Secondary Contact Chris Hornsby; (512) 974-1739; Chris.Hornsby@austintexas.gov

Subcontractor Questions

Small Minority Business Resources Department; (512) 974-7600;

SMBRComplianceDocuments@austintexas.gov

FSD Help Desk Vendor Registration; (512) 974-2018; vendor@austintexas.gov

General Assistance AFS Central Procurement (Front Desk); (512) 974-2500

DATES

Offers Due Tuesday, July 14, 2026; 2:00 pm CT

Offers Opened Tuesday, July 14, 2026; 3:00 pm CT

Questions Due Wednesday, June 24, 2026; 5:01 pm CT

Solicitation Published Monday, June 15, 2026

DOCUMENTS

Solicitation and Contract (Packet)

SOLICITATION - Solicitation Details (this document) SOLICITATION - Solicitation Instructions CONTRACT - Standard Terms and Conditions CONTRACT - Scope of Work

Contract Attachments

ATTACHMENT - Insurance mailto:SMBRComplianceDocuments@austintexas.gov mailto:SMBRComplianceDocuments@austintexas.gov mailto:vendor@austintexas.gov

SOLICITATION - Details Pg. 2

Offer Submittals SUBMITTAL - Offer and Acceptance [REQUIRED]

SUBMITTAL - Local Business Preference

SUBMITTAL - Small Business Preference

SUBMITTAL - Prices and Pricing [REQUIRED]

SUBMITTAL - Employer Certification Wage Theft Ordinance - Responsibility Criteria

[REQUIRED]

SUBMITTAL - Key Personnel [REQUIRED]

SUBMITTAL - Subcontracting Plan, No Goals [REQUIRED]

CODES

NIGP 2045354 - Parts And Accessories And Optional Equipment, Microcomputers

2875557 - Power Source, Uninterrupted

45037 - Hardware Accessories: Mounts, Patches, Plates, Sea

45041 - Hardware And Related Items (Not Otherwise Classified)

8034515 - Amplifiers, Sound

803 - Sound Systems, Components, Accessories

204 - Computer Hardware And Peripherals For Microcompute

SOLICITATION - Instructions

SOLICITATION - Instructions Pg. 3

1. SOLICITATION, CONTENTS

1.1. Invitation for Bids

The City of Austin invites all Responsible Offerors to submit Bids to provide the goods and/or services described in this Solicitation. This Invitation for Bids (“IFB” or “Solicitation”) is composed of all documents identified in the Solicitation – Details, Documents section. The instructions included in this IFB describe the City’s Competitive Sealed Bidding process. This process is compliant with the competitive sealed bidding processes prescribed by Texas Local Government Code Ch. 252, Ch. 271, as well as Texas Government Code Ch. 2269.

1.2. Solicitation Contents

This Solicitation is inclusive of all documents named and referenced in the Solicitation Details section.

1.3. Review of Documents

Offerors shall review the entire Solicitation, as revised. Offerors shall notify the applicable Contact Person(s) identified in the Solicitation – Details, Contacts section in writing of any omissions, ambiguities, inconsistencies or errors in the Solicitation prior to the Offers Due date and time displayed in the Solicitation – Details, Dates section. Offerors shall also notify the City of any Solicitation contents the Offeror believes may be unreasonably restrictive.

1.4. Changes

The City may change or revise any of the contents of this Solicitation through the issuance of a written Addendum. Any Addenda issued will be added to the Solicitation – Details, Documents section. The Version number displayed in the Solicitation Cover Sheet will indicate the number of Addenda issued. Any explanation, clarification, interpretation or change to the Solicitation made in any other manner is not binding upon the City, and Offerors shall not rely upon such explanation, clarification, interpretation, or change. Oral explanations or instructions given before the award of the Contract are not binding.

1.5. Definitions

Unless specifically defined elsewhere, terms used in this Solicitations are defined below.

“Addendum” means a written instrument issued by the Contract Awarding Authority that modifies or clarifies the Solicitation prior to the Due Date. “Addenda” is the plural form of the word.

"Austin Financial Services - Central Procurement" refers to the line of business within City of Austin's Financial Services, responsible for the City's procurement business function.

“Bid” means a complete, properly signed Offer submitted in response to this Solicitation, which if accepted, would bind the Offeror to perform the resultant Contract.

“City” means the City of Austin, a Texas home-rule municipal corporation.

“Competitive Sealed Bidding” means the competitive process described within an Invitation for Bids, wherein the City invites Offerors to submit bids to supply the City with the Goods and/or Service describes in the

SOLICITATION - Instructions Pg. 4

Solicitation document, where the City will award the resulting contract to the responsible Offeror submitting the low responsive bid.

“Invitation for Bids (IFB)” means a complete packet of documents describing the City’s competitive sealed bidding process, including but not limited to Solicitation instructions, Standard and Special contract terms and conditions, and the submittals necessary for Offerors to respond to the Solicitation.

“Offer” means a complete signed response to a Solicitation including, but not limited to, an Invitation for Bids.

“Offeror” means a person, firm, or entity that submits an Offer in response to this Solicitation. Any Offeror may be represented by an agent after submitting evidence demonstrating the agent’s authority. The agent cannot certify as to his own agency status.

“Price and Pricing Submittal” means a document, submitted by an Offeror in response to this Solicitation, containing unit and extended Bid prices for one or more of the Goods and/or Services identified by in the Prices and Pricing Submittal document.

“Chief Procurement Officer” means the officer of Austin Financial Services – Central Procurement and the principal recipient of procurement authority from the City Manager.

“Responsible Offeror” means the financial and practical ability of the Offeror to perform the Contract and takes into consideration resources, expertise, and past performance of the Offeror as well as compliance with all City ordinances concerning the purchasing process.

“Responsive” means meeting all the requirements of a Solicitation.

“Solicitation” means this Invitation for Bids or IFB.

“Wage Theft” means any action by an employer that secures performance of a service by agreeing to provide compensation for the service and, after the service is rendered, fails to make full payment.

2. PUBLICATION, NOTICES

2.1. Publication

This Solicitation was published on the City’s financial services website, Austin Finance Online, as of the Published date displayed in the Solicitation – Details, Dates section.

2.2. Email Notices

On the Solicitation’s Published date, email notices regarding this Solicitation were issued to all vendors registered in Austin Finance Online, that had previously selected the NIGP Codes displayed in the Solicitation – Details, Dates section. All subsequent email notices regarding this Solicitation will be limited to those vendors or other persons that subscribe to this Solicitation in Austin Finance Online.

2.3. Newspaper Notices

If applicable, one or more notices of this Solicitation were published in the newspaper as required by statute.

SOLICITATION - Instructions Pg. 5

2.4. Third-Party Notices

Austin Finance Online is the only source of official notices regarding this Solicitation. Prospective Offerors shall not rely on any notices concerning this Solicitation received from sources other than Austin Finance Online.

3. COMMUNICATION, MEETINGS

3.1. Authorized Contacts

The Solicitation may be subject to the City’s Anti-Lobbying Ordinance. The names and contact information for the authorized contact persons for this Solicitation are displayed in the Solicitation – Details, Contacts section.

Offerors needing assistance contacting an Authorized Contact Person regarding this Solicitation may also contact Austin Financial Services (AFS) – Central Procurement’s main line. See Solicitation, Details, Contacts.

3.2. Limits on Communication

This Solicitation is subject to the City’s Anti-Lobbying Ordinance (Austin City Code, sec. 2-7-101, et. seq., Austin City Ordinance no. 20180614-056, and applicable Administrative Rules), which limits communications between actual and prospective offerors (Respondents), their agents and other persons, with certain City employees and officials, during the Solicitation's No-Lobbying period. The No-Lobbying period for this Solicitation starts the date the Solicitation was published (see Solicitation Detail section) and continues through the earliest of the following: (i) the date the Solicitation is cancelled, (ii) the last of any resulting contract(s) are executed, or (iii) 60-days following Council authorization of the last contract resulting from this Solicitation.

3.3. Questions

Offerors shall submit any questions concerning this Solicitation in writing via e-mail to the authorized Contact Persons. See Solicitation Details, Contacts. The City will respond to all questions received by the Questions Due date and time displayed in the Solicitation – Details, Dates section. The City will publish one or more Addenda displaying all timely received questions and the City’s responses to each for any information not already contained in the solicitation.

3.4. AFS Help Desk, Vendor Registration

For general questions concerning the City’s online financial services system, Austin Finance Online, to register or respond to a Solicitation in the system, Offerors may contact Austin Financial Services (AFS) Help Desk.

Assistance from the AFS Help Desk is limited to navigating and using Austin Finance Online system only. The AFS Help Desk will not respond to questions concerning a specific Solicitation.

3.5. Pre-Offer Conferences

The City may hold one or more Pre-Offer conferences to review the Solicitation and to receive verbal questions. The Solicitation – Details, Dates section will indicate if a Pre-Offer Meeting is being held and if attendance at this meeting is mandatory. If a Pre-Offer Conference is planned, the date, location, time, and any other necessary information regarding this meeting will also be displayed in the Solicitation – Details. Pre- Offer Conference attendance, as well as any relevant questions and responses, will be documented and will be

SOLICITATION - Instructions Pg. 6 included in an Addendum published following the Pre-Offer Conference. Offerors shall not rely on verbal exchanges that may occur at a Pre-Offer Conference.

3.6. Site Visits

The City may hold one or more site visits to allow prospective Offerors to inspect the location(s) where work under any resulting contract will be performed and to receive verbal questions. The Solicitation Cover Sheet will display if a Site Visit is being held and if attendance at this meeting is mandatory. If a Site Visit is planned, the date, location, time, and any other necessary information regarding this meeting will also be displayed in the Solicitation Cover Sheet. Attendance at any Site Visit will be recorded and will be included in an Addendum published following the meeting. As the Solicitation is subject to changes Offerors shall not rely on verbal exchanges that may occur at a Pre-Offer Conference. Offerors shall continue to submit all questions in writing.

(See Solicitation Instructions, Questions.)

4. OFFER CONTENTS, PREPARATION

4.1. Offer Contents

Offerors intending to respond to this Solicitation shall download and complete each of the Submittal documents listed in the Solicitation – Details, Documents section. Submittal documents will include additional instructions specific to its contents. Offerors will complete each Submittal in accordance with the instructions in the submittal. At a minimum, submittals will include Prices and Pricing, and Offer and Acceptance submittals.

4.2. Alternate Offers

Unless excluded elsewhere in the Solicitation, Offerors may submit alternative Offers, in addition to their primary Offer. Offerors seeking to submit an alternative Offer may include with their completed Submittals, any alternative Submittals as applicable.

4.3. Exceptions

Offerors taking exceptions to any portions of the Solicitation in their Offer will cause the City to reject the Offer entirely.

4.4. Offer Acceptance Period

All Offers are valid for a period of one hundred fifty (150) calendar days subsequent to the Solicitation Due Date and Time.

4.5. Offer Costs, Participation

Offerors are responsible for all costs related to the preparation of their Offer and incurred while participating in this Solicitation process.

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5. OFFER SUBMISSION, OPENING

5.1. Offer Submission, Online Only

The City will not accept Offers submitted in hardcopy, or using any means, other than through the eReponse function, accessible in the Solicitation, as displayed in the City's online financial system, Austin Finance Online.

To submit Offers using the eResponse function, Offeror’s must first be registered as a Vendor in Austin Finance Online. For any questions or support using Austin Finance Online or eResponse, please contact AFS Help Desk.

See Solicitation - Details, Contacts. See also System Instructions, "How to Submit Offers online using eResponse", (https://assets.austintexas.gov/purchase/downloads/Submitting-Offers-in-AFO.pdf)

5.2. Due Date and Time for Offers

Offers in response to this Solicitation shall be submitted via eResponse by the Offers Due date and time. See Solicitation - Details, Dates. The system time within Austin Finance Online shall be the official time of record for Offer submission.

5.3. Withdrawing, Modifying, Resubmitting Offers

Offers submitted online in response to this Solicitation may be withdrawn, revised, and resubmitted using the eResponse function any time prior to the Offers Due date and time. Withdrawn Offers may be resubmitted, with or without modifications, up to the Offers Due date and time.

5.4. Late Offers

The City will not receive, nor will Austin Finance Online will not allow, any Offers in response to this Solicitation submitted after the Offers Due date and time.

5.5. Opening Electronic Offers

The information regarding Electronic Offers will become available on or shortly after the Offer Opening Date and Time stated on the Solicitation Details. When Electronic Offers are opened, the names of each Offeror would be displayed within the Solicitation’s eResponse section. For Solicitations conducted via Competitive Sealed Bidding, the Price Offer for each Offeror will also be displayed in the eResponse section.

6. BID EVALUATION, AWARD

6.1. Minimum Responsiveness

Bids are minimally responsive when they include all the Submittals stated in the Solicitation, completed and with sufficient detail in each to evaluate the Bid in accordance with the Solicitation’s Instructions. Bids that are not minimally responsive will be rejected.

6.2. Bases of Competition

The City may compare Bids by line items, groups of line items (categories) or aggregately for all line items, in determining the basis of competition that best meets the City’s needs for the resulting contract(s).

https://assets.austintexas.gov/purchase/downloads/Submitting-Offers-in-AFO.pdf

SOLICITATION - Instructions Pg. 8

6.3. Best Value Competition, Local and Small

Once the City determines the basis or bases of competition, the City will evaluate the bids based on best value to the City, including consideration of Offerors' headquarters (Local Businesses) and size (Small Businesses). In conducting best value competition, the City will discount the bids submitted by Local and/or Small Businesses based on their aggregate value as follows.

A. Local Businesses. Bids up to $500,000, will be discounted Five Percent (5%). Bids between $500,000 and $50 million, will be discounted Three Percent (3%)

B. Small Businesses. Bids up to $500,000, will be discounted Five Percent (5%). Bids between $500,000 and $50 million, will be discounted Three Percent (3%)

Bids submitted by Offerors that are both Local and Small Businesses will receive both discounts. After any/all discounts have been applied, the City will sort the bids by price to determine the low bid representing the best value to the City. Any discounts applied are for purposes of the competition only and will not apply to any resulting contract(s).

See SUBMITTAL - Local Business Preference.

See SUBMITTAL - Small Business Preference.

6.4. Clarifications

Any time after the Offers Due date and time, and the opening of Bids, the City may contact Offerors to ask questions about their Bid’s contents in order to better understand these contents as written. Responses to clarification questions, whether done verbally or submitted in writing, do not change the Bid’s contents.

6.5. Responsiveness

Once the low bid, or best value bid, is identified the City will evaluate the bid for responsiveness with all Solicitation requirements. A bid is responsive if it complies with all Solicitation Instructions, scope, and specifications. If a bid is found to be nonresponsive, the City will set it aside and proceed with evaluating the next lowest bid, or next best value bid, for responsiveness.

6.6. Responsibility

Once the low responsive bid, or best value responsive bid, is determined, the City will evaluate the Offeror for responsibility. An Offeror is responsible if they have the financial and practical ability, resources, expertise, past performance, and positive compliance history with all City ordinances. If an Offeror is found to be non-responsible, the City will set their bid aside and proceed with evaluating the responsibility of the Offeror submitting the next low responsive bid, or best value responsive bid.

6.7. Award

The City will award the contract to the responsible Offeror(s) submitting the low responsive bid, or best value responsive bid, as applicable. If the City determines that multiple contracts are needed, the City will award one or more additional contracts to the responsible Offerors submitting the next lowest responsive bids, or next best value responsive bids. The City will publish the award determination to the Solicitation’s attachments in Austin Finance Online, and automatically notify all parties that subscribed to the Solicitation of the award determination’s availability therein.

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7. ADMINISTRATIVE MATTERS

7.1. Contract Authorization, Execution

Contracts within the City Manager’s authority will be awarded and executed simultaneously. Contracts above the City Manager’s authority will be executed following their authorization by the Austin City Council.

7.2. Solicitation File

All documents included in this Solicitation, and all timely received Offers in response to this Solicitation, except for Offer contents deemed by Offerors to be proprietary and confidential, will be available for public inspections upon the publication of the City’s recommendation of award. The recommendation of award will be posted in Austin Finance Online.

7.3. Debriefings

Offerors may request a debriefing meeting to ask any questions concerning the Solicitation’s contents, process, or the evaluation of their Offer. Debriefing meetings are informal exchanges and may be requested anytime following the earlier of (i) after the contract resulting from this Solicitation is executed, or in the case of multiple awards, the last contract is executed; (ii) the date the Solicitation is cancelled. Debriefings are not public called meetings in accordance with the Texas Open Meetings Act and are usually limited to a single Offeror and any of their representatives. Only information regarding the Solicitation documents and the Offeror’s Offer in response to the Solicitation will be discussed.

7.4. Protests

The Chief Procurement Officer has the authority to settle or resolve any claim of an alleged deficiency or protest. The procedures for notifying the City of Austin of an alleged deficiency or filing a protest are listed below. If you fail to comply with any of these requirements, the Chief Procurement Officer may dismiss your complaint or protest.

A. Protest regarding the Solicitation (Pre-Bid Protest). Any protest regarding the Solicitation by the City shall be filed no later than five (5) business days before the opening of Bids. Any protest filed after that date which raises issues regarding the Solicitation will not be considered.

B. Protests regarding the evaluation of Bids. Any protest regarding the evaluation of Bids by the City shall be filed with the City no later than five (5) business days after the opening of Bids, or notification that the protestor’s status as an Offeror has changed, such as notification that a Bid has been rejected. Any protest filed after such date which raises issues regarding the evaluation will not be considered.

C. Protest Regarding Award of Contract (Post-Award Protest). Any protest regarding the award of the contract shall be filed no later than ten (10) business days after the date of award. Any protest regarding the award of the contract filed after such date will not be considered.

D. You shall submit your protest in writing and it shall include the following information: (i) your name, address, telephone, and email address; (ii) the Solicitation number; (iii) the specific facts and/or law

SOLICITATION - Instructions Pg. 10 upon which the protest of the Solicitation or the award is based, including all pertinent documents and evidence thereto; and (iv) the form of relief requested.

E. Your protest shall be concise and presented logically and factually to help with the City’s review.

F. When the City receives a timely written protest, the Chief Procurement Officer will determine whether the grounds for your protest are sufficient. If the Chief Procurement Officer decides that the grounds are sufficient, the Chief Procurement Officer will schedule a protest hearing, usually within five (5) business days. If the Chief Procurement Officer determines that your grounds are insufficient, the City will notify you of that decision in writing.

G. The protest hearing is informal and is not subject to the Open Meetings Act. The purpose of the hearing is to give you a chance to present your case, it is not an adversarial proceeding. Those who may attend from the City are: representatives from the department that requested the Solicitation, the Department of Law, Austin Financial Services – Central Procurement, and other appropriate City staff.

You may bring a representative or anyone else that will present information to support the factual grounds for your protest with you to the hearing.

H. A decision will usually be made within fifteen (15) calendar days after the hearing.

I. The City will send you a copy of the hearing decision after the appropriate City staff has reviewed the decision.

J. When a protest is filed, the City usually will not make an award until a decision on the protest is made.

However, the City will not delay an award if the City Manager or the Chief Procurement Officer determines that the City urgently requires the supplies or Services to be purchased, or failure to make an award promptly will unduly delay delivery or performance. In those instances, the City will notify you and make every effort to resolve your protest before the award.

7.5. Reservations

The City reserves the right to: (i) cancel this Solicitation at any time for any reason and to resolicit the goods and services included in this Solicitation; (ii) specify approximate quantities in the Solicitation; (iii) extend the Solicitation due date and time; (iv) add additional terms or modify existing terms in the Solicitation; (v) reject an Offer containing exceptions, additions, qualifications or conditions not called for in the Solicitation; (vi) reject an Offer received from an Offeror who is currently debarred or suspended by the City, State, or Federal Government; (vii) reject an Offer that contains fraudulent information; (viii) reject an Offer that has material omissions; (ix) reject any or all Offers; (x) procure any goods or services included in this Solicitation by other means; (xi) consider and accept alternate Offers, if specified in the Solicitation, when most advantageous to the City; (xii) reject an Offer if prices in the Offer are unbalanced (some prices are significantly high and other prices are significantly low) and/or (xiii) waive any minor informality in any Offer or procedure so long as the deviation does not affect the competitiveness of the Solicitation process.

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7.6. Interested Parties Disclosure

As a condition to entering the Contract, the Business Entity constituting the Offeror must provide the following disclosure of Interested Parties to the City prior to the award of a contract with the City on Form 1295 “Certificate of Interested Parties” as prescribed by the Texas Ethics Commission for any contract award requiring council authorization. The Certificate of Interested Parties Form must be completed on the Texas Ethics Commission website, printed, and signed by the authorized agent of the Business Entity with acknowledgment that disclosure is made under oath and under penalty of perjury. The City will submit the “Certificate of Interested Parties” to the Texas Ethics Commission within 30 days of receipt from the successful Offeror. The Offeror is reminded that the provisions of Local Government Code 176, regarding conflicts of interest between the Offerors and local officials remain in place. Link to Texas Ethics Commission Form 1295 process and procedures below: https://ethics.state.tx.us/filinginfo/1295/.

https://ethics.state.tx.us/filinginfo/1295/

CONTRACT - Standard Terms and Conditions

CONTRACT - Standard Terms and Conditions Pg. 12

1. GENERAL

1.1. Parties, Offer and Acceptance

The parties to this Contract include the City of Austin, Texas (City) and the Contractor set forth in the referenced submittal.

See SUBMITTAL - Offer and Acceptance

1.2. Interpretation

This Contract is intended by the parties as a final, complete and exclusive Statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other.

Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract.

1.3. Indefinite Quantities

Quantities of goods and/or services to be provided under this contract are indefinite and are included as estimates only. The City reserves the right to purchase more or less of these quantities during the Contract’s term. The City will specify the quantities of goods and/or services required within each order issued under this contract.

1.4. Notices, Contacts

Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Notices to the Contractor shall be sent to the address registered with the City. Notices to the City shall be addressed to: City of Austin, Financial Services - Central Procurement, 721 Barton Springs Road, Austin, TX 78704 and marked to the attention of the assigned Procurement Specialist.

1.5. Cooperative Use, Allowable

Cooperative use of this contract by other governments is allowable, if the other government has entered into an interlocal agreement with the City of Austin, pursuant to Chapter 791, Texas Government Code.

1.6. Contract Term, Multi-Year, Optional Extensions

A. The Contract shall commence upon execution unless otherwise specified and shall continue in effect until all obligations are performed in accordance with the Contract. Upon written notice to the Contractor, and unless specified otherwise in the Scope of Work, the Contract may be extended beyond the initial term at the City’s sole option. If the City does not provide this notice, the Contract will expire at the end of its current term. If the

CONTRACT - Standard Terms and Conditions Pg. 13

City exercises any extension option, all terms, conditions, and provisions of the Contract shall remain in effect for that extension period, subject only to any economic price adjustment otherwise allowed under the Contract.

B. Upon expiration of the initial term or any period of extension, the Contractor agrees to holdover under the terms and conditions of this Contract for such a period as is reasonably necessary for the City to re-solicit and/or complete the Deliverables due under this Contract. Any holdover period will not exceed 180 calendar days unless mutually agreed on by both parties in writing.

1.7. Assignments, Delegations

The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this Paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there be no third-party beneficiaries to the Contract.

1.8. Modifications

The Contract can be modified or amended only in writing and signed by both parties. No pre-printed or similar terms on any Contractor Invoice, Order, clickwrap agreement or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract.

1.9. Holidays

Dates for the holidays observed by the City can be found here https://www.austintexas.gov/department/official-city-holidays

If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday.

1.10. Definitions

“Affiliate” – including but not limited to, (i) Contractor’s parent, subsidiaries, sister companies, partnerships, joint ventures, franchisees, assigns, business partners, contractors, subcontractors and consultants, controlling, controlled by or under common control of Contractor as they may change from time to time and

(ii) Users, as they may change from time to time.

“Amendment” – a written document executed by both Parties that modifies the terms of this Contract, including referenced attachments.

“Authorized Persons” – the Contractor personnel (including subcontractor personnel) located in the contiguous United States having successfully completed the required background check and related requirements of the Contract.

“Change Order Request” – the written document provided by the City to Contractor requesting changes to Contractor’s obligations under this Contract.

“Change Order Response” – the written document provided to the City by Contractor in response to City’s Change Order Request.

https://www.austintexas.gov/department/official-city-holidays

CONTRACT - Standard Terms and Conditions Pg. 14

“City Confidential Information” – (a) information provided by the City that is marked or identified as confidential, (b) information, including software, computer programs, documentation, processes, procedures, techniques, technical, financial, customer, personnel and other business information of a non-public nature that would reasonably be understood to be confidential whether or not marked or identified as confidential,

(c) information generated by Contractor (or subcontractor) that contains, reflects, or is derived from Confidential Information, (d) Personal Identifying Information, (e) Restricted Data , and (f) all other information made confidential by federal, state or local law or regulation. City Confidential Information is part of City Data.

“City Data” – data or information (in any form) regarding the City or its customers that is created, collected, provided, obtained, or otherwise made available in connection with this Contract to an Authorized Person.

“City Identified Contact” – the person or persons designated in writing by the City to receive security incident notifications.

“City” – the City of Austin, Texas, a municipal corporation and subdivision of the State of Texas, or a department of same.

“Cloud Service” – any Service made available to Users via the Internet from a provider's servers as opposed to being provided from the City’s own on-premises servers. In this instance, it would mean such Services provided by the Contractor.

“Confidential Information” – all written or oral information, which may be disclosed by either Party to the other, related to the business operations of either Party or a third party that has been identified as confidential or that by the nature of the information or the circumstances surrounding disclosure ought reasonably to be treated as confidential; “City Confidential Information” is a subsets of Confidential Information.

“Contract” – the final general authorizing document (including Change Orders thereto) utilized by the City to procure Services from Contractor and any attachments and appendices attached thereto.

"Contract Price" – the total amount to be paid to Contractor under any Purchase Order as it may be adjusted or changed in accordance with the terms of the final Contract.

“Contractor” – the contractor and its employees, subcontractors, agents and affiliates who are providing the services agreed to under the contract.

“Contractor Information” – all techniques, algorithms and methods or rights thereto owned by or licensed to Contractor during the term of this Contract and employed by Contractors in connection with the Services provided to City.

“Contractor Software” – software that was developed or licensed to Contractor independent of this Contract and which Contractor utilizes to provide the Subscription Services or the Non-subscription Services.

“Data Breach” – the unauthorized access by a non-authorized person(s) that results in the use, disclosure or theft of City’s or City’s customers’ unencrypted Personally Identifiable Information or City Confidential Information.

“Documentation” – the documentation created by the Contractor for the Services provided but does not include customized documentation prepared under the Contract and which are Deliverables under the Contract, including the Statement of Work; such Deliverables are wholly owned by City and Contractor shall make no claim to such Deliverables.

CONTRACT - Standard Terms and Conditions Pg. 15

“Facility” – the City designated facility or location set forth in the Purchase Order where Services are to be performed by Contractor or Supplier or software installed.

“FACTA” – the Fair and Accurate Credit Transactions Act, 15 U.S.C. §§ 1681-1681x.

“Final Acceptance Date” – the date upon which the City confirms that all Services and Work Products have been completed and tested and function in accordance with the terms of the Contract.

“IaaS Subscription Schedule” – the document, part of the Contract, executed by both Parties that sets out the Parties’ rights and obligations with respect to City’s access to and use of the IaaS services.

“Infrastructure-as-a-Service” (IaaS) – the capability provided to the consumer to provision processing, storage, networks and other fundamental computing resources where the consumer is able to deploy and run arbitrary software, which can include operating systems and applications. The consumer does not manage or control the underlying cloud infrastructure but has control over operating systems, storage, deployed applications and possibly limited control of select networking components (e.g., host firewalls).

“Non-Public Data” – data typically considered internal and used for city business or mission needs. All information is considered Non-Public unless otherwise classified or explicitly defined through the Information Governance Program or official policy or procedural documents.

“Public Data” means data typically created for public release or released to the public through management decision and/or a public information request.

“Restricted Data” means data typically exempt from public disclosure requirements under the provisions of applicable state or federal law. Examples of restricted information are regulated and confidential data.

“Non-Subscription Services” – the Services provided to City by Contractor under this Contract that are not included in the definition of Subscription Services. Non-subscription Services shall include, but not be limited to, consulting, implementation, customization and other services provided to City by Contractor under this Contract, together with all documentation provided by or otherwise required of Contractor for any of the consulting, implementation, customization or other Services it provides.

“PaaS Subscription Schedule” – the document, part of the Contract, executed by both Parties that sets out the Parties’ rights and obligations with respect to City’s access to and use of the PaaS services.

“Party” or “Parties” – the City and Contractor, individually or together, as applicable.

“Personally Identifiable Information” – 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. PII includes, but is not limited to, personal information and/or personal data.

Some forms of PII are considered Restricted Data and require additional protection, including, but not limited to, Sensitive Personal Information (SPI), Sensitive and/or Protected PII, and Protected Health Information

(PHI).

“Platform-as-a-Service” (PaaS) – the capability provided to the City to deploy onto the cloud infrastructure consumer-created or -acquired applications created using programming languages and tools supported by the provider. This capability does not necessarily preclude the use of compatible programming languages, libraries, services and tools from other sources. The consumer does not manage or control the underlying cloud infrastructure, including network, servers, operating systems or storage, but has control over the deployed applications and possibly application hosting environment configurations.

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“Purchase Order” – the general authorizing document (including Change Orders thereto) utilized by the City to procure Services from Contractor under this Contract and any attachments and appendices attached thereto.

“SaaS Software Application” and “SaaS Software” – the computer software listed on a SaaS Subscription Schedule to which Contractor has granted City access and use as part of the Subscription Services. This includes any customization, other derivative works, upgrades, releases, fixes, patches, etc. related to the software that Contractor develops or deploys during the term of this Contract, together with all documentation provided by or otherwise required of Contractor for any of the software, customization, other derivative works, upgrades, releases, fixes, patches, etc.

“SaaS Subscription Schedule” – the document, part of the Contract, executed by both Parties that sets out the Parties’ rights and obligations with respect to City’s access to and use of the SaaS Software Application.

“Security Incident” – any actual or potential unauthorized disclosure of, or unauthorized access to, City Confidential Information; or a violation or imminent threat of violation of computer security policies, acceptable use policies, or violation or imminent threat of violation of industry standard security practices.

“Service Level Agreement” (SLA) – a written agreement between both the City and the Contractor that is subject to the terms and conditions of the Contract that, unless otherwise agreed, includes (1) the technical service level performance promises, (i.e. metrics for performance and intervals for measure), (2) description of service quality, (3) identification of roles and responsibilities, (4) security responsibilities and notice requirements, (5) how disputes are discovered and addressed, and (6) any remedies for performance failures by or otherwise required of Contractor for any of the software, customization, other derivative works, upgrades, releases, fixes, patches, etc.

“Service Levels” – the performance specifications for work performed by the Contractor under a SaaS Subscription Schedule or Statement of Work.

"Services" – work, direction of work, installation services, technical information, technical consulting, software programming and development, software maintenance and support services, or other professional and technical services furnished by Contractor as described in detail in the final Contract.

“Software” – the computer programs in source code, object code or binary form or in any other form, including any related or included computer programs, whether owned by Licensor or licensed to Licensor by a third party which has authorized Licensor to sublicense such computer programs, and including any documentation or related materials concerning the application, use, training of users, theory of operation, maintenance or any other aspect of the Software.

“Software-as-a-Service” (SaaS) – the Services provided to the City to use the Contractor’s offering running on non-City owned infrastructure. The User does not manage or control the underlying cloud infrastructure including network, servers, operating systems, storage or even individual application capabilities, with the possible exception of limited user-specific application configuration settings.

“Specifications” – those technical specifications attached to the Contract and to which the Services and Work Products supplied by Contractor must conform.

“Statement/Scope of Work” – a written statement of Deliverables including Services and, ultimately, the Contract, which describes the City’s Service needs and expectations.

CONTRACT - Standard Terms and Conditions Pg. 17

“Subscription Services” – City’s access to and use of and Contractor’s provision of the SaaS Software Applications and other Services listed on a SaaS Subscription Schedule and in accordance with the terms and conditions set forth in the SaaS Subscription Schedule and Contract documents, as appropriate.

“Third Party” – any natural person or legal entity other than Contractor and City.

“Transition Date” – the date upon which it is established to City’s satisfaction that the SaaS Software Application is stable enough to support City’s production processing.

“User Information” – all information directly or indirectly obtained from Users accessing the SaaS Software Applications where such information is obtained by Contractor or by any of its employees, representatives, agents or any Third Parties having contractual privity with Contractor or who are under Contractor’s supervision or control.

“User” – City’s employees, agents, consultants, outsourcing companies, contractors and others who are authorized by City to access and use the SaaS Software Applications and any part or portion of the Subscription Services or non-Subscription Services in the performance of their duties for City.

“Work Product” – all deliverables and other materials, products or modifications developed or prepared for City by Contractor under this Contract, including without limitation, any integration software or other software, all data, program images and text viewable on the Internet, any HTML code relating thereto, or any program code, including program code created, developed or prepared by Contractor under or in support of the performance of its obligations under this Contract, including manuals, training materials and documentation, but excluding the Contractor’s Software.

2. CONTRACTOR PERSONNEL, SUBCONTRACTORS

2.1. Key Personnel

The City and the Contractor resolve to keep the same key personnel assigned to this engagement throughout its term. In the event that it becomes necessary for the Contractor to replace any key personnel, the replacement will be an individual having equivalent experience and competence in executing projects such as the one described herein. Additionally, the Contractor shall promptly notify the City and obtain approval for the replacement.

Contractor’s key personnel assigned to this contract, including their roles, responsibilities, qualifications, and experience, are included in the referenced submittal.

See SUBMITTAL - Key Personnel

2.2. Subcontracts, No MBE-WBE Goals

The City’s Minority-Owned and Women-Owned Business Enterprise (MBE-WBE) Program does not apply to this Contract. If the Contractor elects to use one or more Subcontractors in the performance of work under this Contract, prior to using any such Subcontractors, the Contractor must complete the referenced submittal, and submit it for approval by the City.

A. If the Contractor identified Subcontractors in a Subcontractor Plan the Contractor shall comply with the provisions of Chapters 2-9A and 2-9B, as applicable, of the Austin City Code and the terms of the Subcontractor Plan as approved by the City (the “Plan”). The Contractor shall not initially employ any

CONTRACT - Standard Terms and Conditions Pg. 18

Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing in accordance with the provisions of Chapters 2-9A and 2-9B, as applicable. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective Deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Contract Manager no later than the 10th calendar day of each month.

B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written Contract between the Contractor and Subcontractor. The terms of the Subcontract may not conflict with the terms of the Contract and shall contain provisions that

1. Require that all Deliverables and services to be provided by the Subcontractor be provided in strict accordance with the provisions, Specifications and terms of the Contract;

2. Prohibit the Subcontractor from further Subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further Subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City;

3. Require Subcontractors to submit all Invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its Invoice or application for payment to the City in accordance with the terms of the Contract;

4. Require that all Subcontractors obtain and maintain, throughout the term of their Contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and

5. Require that the Subcontractor follow terms as defined in section, AUDITS AND RECORDS and City Code Chapter 2-11

C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any Contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law.

D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than 10 calendar days after receipt of payment from the City.

See SUBMITTAL - Subcontracting Plan, No MBE-WBE Goals

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2.3. Non-Solicitation

During the term of the Contract, and for a period of 6 months following termination of the Contract, the Contractor, its affiliate, or its agent shall not hire, employ, or solicit for employment or consulting services, a City employee employed in a technical job classification in a City Department that engages or uses the services of a Contractor employee.

If a breach of Paragraph A occurs the Contractor shall pay liquidated damages to the City in an amount equal to the greater of: (i) one year of the employee’s annual compensation; or (ii) ONE HUNDRED PERCENT (100%) of the employee’s annual compensation while employed by the City. The Contractor shall reimburse the City for any fees and expenses incurred in the enforcement of this provision.

During the term of the Contract, and for a period of six months following termination of the Contract, a Department that engages the services of the Contractor or uses the services of a Contractor employee will not hire a Contractor employee while the employee is performing work under a Contract with the City unless the City first obtains the Contractor’s approval.

Notwi…