Office Supplies

October 7, 2021 RFP769-22-100721MW Page 1 of 27 Request for Proposal Request for Proposal (RFP) Request for Proposal Number: RFP769-22-10072MW Request for Proposal Title: Office Supplies Proposal Submittal Deadline: January 27, 2022 Prepared By: Marina Williams Procurement Office University of North Texas System 1112 Dallas Drive, Suite 4000 Denton, Texas 76205 Date Issued: Tuesday, December 14, 2021 October 7, 2021 RFP769-22-100721MW Page 2 of 27 SECTION 1 GENERAL INFORMATION 1.1 Introduction 1.2 Primary Contact 1.3 Event Information 1.4 Information about University of North Texas 1.5 Summary of Scope of Goods or Services 1.6 Term of Award 1.7 UNTS’ Right to Reject 1.8 Historically Underutilized Business (HUB) Firms SECTION 2 PROPOSAL REQUIREMENTS AND PROCEDURES 2.1 Communication with Point of Contact 2.2 Communications with UNTS Personnel 2.3 Proposal Requirements 2.4 Submittal Instructions for Proposals 2.5 HUB Subcontracting Plan 2.6 Right to Modify, Rescind, or Revoke the RFP 2.7

Signature and Certification of Proposer 2.8 Compliance with Applicable Laws, Regulations, Ordinances, UNTS System Regents’ Rules, and UNTS Operating Policies and Procedures 2.9 Compliance with RFP Requirements 2.10 Right of Rejection 2.11 Binding Effect of Proposal 2.12 Use and Disclosure of Information 2.13 Group Purchase Authority 2.14 Reserved for Future Use 2.15 Withdrawal or Modification 2.16 Risk of Loss, Damage, or Delay 2.17 Digital Signature SECTION 3 PROPOSAL CONTENTS/DETAILS 3.1 Objectives 3.2 Project Details 3.3 Mandatory Requirements/Conditions 3.4 Hold for Future Use 3.5 Academic Initiatives and Other Incentives 3.6 Reporting 3.7 Prime Vendor Responsibilities 3.8 Insurance 3.9 Pricing and Fees 3.10 Excluded List 3.11 Proposers Questionnaire 3.12 Payment and Invoicing SECTION 4 EVALUATION CRITERIA FOR AWARD 4.1 Evaluation Process 4.2 Proposer’s Acceptance of Evaluation Methodology 4.3 Evaluation Criteria and Weights 4.4 Consideration of Additional Information 4.5 Oral Presentations and Interviews 4.6 Reserved for Future Use 4.7 Negotiation 4.8 Award of Contract 4.9 Protest Procedures 4.10 Contract Documents SECTION 5 PROPOSER’S SUBMITTAL CHECKLIST bookmark://General/ bookmark://Proposal/ bookmark://evaluation/ October 7, 2021 RFP769-22-100721MW Page 3 of 27 SECTION 6 GENERAL TERMS AND CONDITIONS 6.1 Publicity 6.2 Independent Vendor Status 6.3 Subcontractors 6.4 Insurance Requirements 6.5 Acceptance of Goods and Services 6.6 Warranties 6.7 Infringement of Patents and Copyrights 6.8 Taxes 6.9 Access by Individuals with Disabilities 6.10 Federal Funding 6.11 Time of Performance 6.12 Termination 6.13 Contract Amendments 6.14 Retention of Documents 6.15 Right to Audit 6.16 Confidentiality 6.17 Severability 6.18 Non-Waiver of Defaults 6.19 Assignment 6.20 Not Exclusive 6.21 Texas Public Information Act 6.22 Disclosure of Interested Parties 6.23 No Boycott 6.24 Trafficking of Persons 6.25 Registration of Sex Offenders 6.26 Indemnification 6.27 Governing Law 6.28 Dispute Resolution 6.29 Emergency Health and Safety Procedures 6.30 Force Majeure 6.31 Prohibited Bids and Contracts 6.32 Applicable Laws and Regulations 6.33 Invoice and Payment 6.34 FERPA 6.35 Property Rights 6.36 Public Information 6.37 Required Posting of Contracts on Website SECTION 7 AFFIRMATIONS AND CONFLICT OF INTEREST DISCLOSURE ATTCHMENT A – PRICING SHEET ATTACHMENT B – UNT CAMPUS ADDRESSES ATTACHMENT C – SAMPLE CONTRACT bookmark://terms/ bookmark://Affirmation/ October 7, 2021 RFP769-22-100721MW Page 4 of 27 SECTION 1 GENERAL INFORMATION 1.1 Introduction University of North Texas System (“UNTS”) is seeking competitive responses to a Request for Proposal (“RFP”) for Office Supplies (NIGP Code 615-00) This RFP provides sufficient information for interested parties to prepare and submit proposals for consideration by UNTS. Additional information may be made available by written request to the point of contact identified. 1.2 Primary Contact Marina A. Williams Marina.Williams@UNTSystem.edu Procurement Office University of North Texas System 1112 Dallas Drive, Suite 4000 Denton, Texas 76205 1.3 Event Information 1.3.1 Schedule of Events UNTS intends to follow the timeline below for evaluating, negotiating, and issuing a contract: Schedule of Events Event Date Time Notes Distribution of RFP December 14, 2021 10:00 AM Pre-Proposal Conference December 20, 2021 3:00 PM Central Microsoft Teams Deadline for Submission of Written Questions January 6, 2022 5:00 PM Central Deadline to Post Responses to Proposer Questions January 13, 2022 2:00 PM Central Proposal Due Date January 27, 2022 2:00 PM Central HUB Subcontracting Plan Due Date (If required, see Paragraph 2.5) January 27, 2022 2:00 PM Central Tentative Award Recommendation February 2022 * All dates are tentative and subject to change. 1.3.2 Solicitation Conference 1.3.2.1 A Pre-proposal conference will be conducted for this solicitation via Microsoft Teams- call in info is: +1 940-304-2772,,730208409# Phone Conference ID: 730 208 409# tel:+19403042772,,730208409#%20 October 7, 2021 RFP769-22-100721MW Page 5 of 27 1.4 Information about University of North Texas System The University of North Texas System (UNTS) is a university system that is composed of the University of North Texas System Administration (UNTSA), the University of North Texas in Denton (UNT), the University of North Texas Health Science Center (UNTHSC) in Fort Worth, and the University of North Texas at Dallas (UNTD). The UNTSA is based in downtown Dallas. The three independent universities of the University of North Texas System have combined enrollment of just over 42,000 students across five major teaching locations, including each main campus as well as Frisco and downtown Dallas. Proposals submitted in response to this RFP shall be for services provided to UNTS (inclusive of UNTSA, UNT, UNTHSC and/or UNTD), as agreed to in writing by the parties. 1.5 Summary of Scope of Goods or Services UNTS desires to implement a program for purchase and delivery of all office supplies. To serve its customers, UNTS requires a 24-hour/next day, desk top delivery schedule. Bidders are expected to have a wide range of product available for immediate shipment or delivery. 1.6 Term of Award The initial term of the Contract resulting from this RFP shall be for two (2) years, with three (3) renewal options to extend in one (1) year increments. Options to extend are by mutual consent and in writing. However, UNTS reserves the right to negotiate a different term of award to provide the best value to UNTS. 1.7 UNTS’ Right to Reject This RFP does not commit UNTS to select a Proposer or to award a contract to any Proposer. UNTS reserves the right to accept or reject, in whole or in part, any proposal it receives pursuant to this RFP. Proposals which are qualified with conditional clauses or alterations or items not called for in the RFP, or irregularities of any kind, are subject to disqualification by UNTS at its option. If UNTS receives fewer than three proposal responses, UNTS has the right to reissue this RFP in order to gain additional competitive proposals. UNTS may also evaluate proposals against any governmental agency or cooperative contract to determine best value. 1.8 Historically Underutilized Business (HUB) Firms UNTS endeavors to promote full and equal opportunity for businesses to supply UNTS with goods or services that are necessary to support UNTS’ educational mission. In this regard, UNTS commits to select proposers in accordance with (i) UNTS needs, (ii) UNTS resources, (iii) UNTS HUB goals (iv) guidelines established by the Texas legislature and Texas Procurement and Support Services (“TPASS”), and (v) UNTS procedures for contracting with HUBs. Proposers shall provide UNTS full access to documentation relating to the HUB program and any HUB Subcontracting Plan (HSP) if required by Paragraph 2.5. Failure to comply with any provision of the State of Texas or UNTS’ HUB regulations may result in rejection of any proposal and/or immediate cancellation of any contract. The proposer’s ability to assist UNTS with meeting State of Texas HUB utilization goals is considered as part of best value criteria per Texas Education Code §51.9335. October 7, 2021 RFP769-22-100721MW Page 6 of 27 SECTION 2 PROPOSAL REQUIREMENTS AND PROCEDURES The UNTS specifically instructs all interested parties to restrict all contact and questions regarding this RFP to written communications to the UNTS Contact via the email listed in Paragraph 1.2 The UNTS Contact must receive all questions or concerns no later than the date and time listed in Paragraph 1.3.1. It is UNTS’ intent to respond to all appropriate questions and concerns; however, UNTS reserves the right to decline to respond to any question or concern. Answers to questions will be posted via addendum to this RFP on UNTS Business Service Center Bid Opportunities web page located at: https://www.untsystem.edu/bid-opportunities 2.2 Communications with UNTS Personnel Except as provided in this RFP (ex. designated Point of Contact) and as otherwise necessary for the conduct of existing UNTS business operations, Proposers are expressly and absolutely prohibited from engaging in communications with UNTS personnel who are involved in any manner in the drafting of the RFP, in the review or evaluation of the Proposals, in the selection of a Vendor, or negotiation or formalization of a Contract. If any Proposer engages in conduct or communications that UNTS determines is contrary to the prohibitions outlined in this section, UNTS may, at its sole discretion, disqualify the Proposer and remove the Proposal from consideration. 2.3 Proposal Requirements 2.3.1 The Proposal may not exceed twenty-five (25) pages. The page count does not include price sheets, catalogs, specification sheets and addendum deemed relevant by Proposer. 2.3.2 The Proposal must include a cover page, providing the Proposer’s name, address, primary and secondary contact information; the RFP name; and RFP number. 2.3.3 The Proposal must include a table of contents, which should contain sufficient detail to facilitate easy reference to the sections of the Proposal. 2.3.4 All pages should be typed in 12-point font within margins consistent with 8 ½ x 11-inch paper and numbered sequentially. 2.3.5 The Proposal should be prepared simply and economically, providing a straightforward, concise description of the Proposer’s ability to meet the requirements of this RFP. Emphasis should be on completeness, clarity of content, responsiveness to the requirements, and an understanding of UNTS’ needs. 2.3.6 By submitting a Proposal, the Proposer certifies an understanding of this RFP and has full knowledge of the scope, nature, quality, and quantity of the work to be performed, the detailed requirements of the Goods or Services to be provided, and the conditions under which the Goods or Services are to be performed. The Proposer also understands that all costs relating to preparing and responding to this RFP will be the sole responsibility of the Proposer. If selected for award by UNTS, the Proposer will notify UNTS immediately of any material change in any matters about which the Proposer has made a statement or representation or provided information. 2.3.7 Proposers are cautioned to read the information contained in this RFP carefully and to submit a complete Proposal to all requirements and questions as directed. 2.3.8 The Proposal must include all elements of Section 5 – Proposal Checklist https://www.untsystem.edu/bid-opportunities October 7, 2021 RFP769-22-100721MW Page 7 of 27 2.4 Submittal Instructions for Proposals UNTS will accept electronic Proposal submission and is requesting Proposals electronically via the following website: https://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=UNTS • In order to submit proposals electronically, Proposer must have a working, registered vendor username and password to login. If this is the first time Proposer has attempted to submit a response electronically, please register at: https://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=UNTS • Proposers are highly encouraged to ensure you have a working login in advance of the submission deadline. • Proposer is responsible for ensuring it has the technical capability to submit its proposal via electronic submission. • Browser requirements: Chrome • Proposer shall be solely responsible for ensuring timely submission of the Proposal. UNTS is not responsible for equipment or software failure, internet or website downtime, corrupt or unreadable data, or other technical issues that may cause delay or non-delivery of a Proposal of inaccessibility of the submitted data. Proposers are highly encouraged to prepare and allow for sufficient time to familiarize themselves with the electronic submission requirements and to address any technical or data issues PRIOR to the Proposal due date and time. 2.5 HUB Subcontracting Plan (“HSP”) In accordance with Texas Gov't Code §2161.252, each state agency (including institutions of higher education) that considers entering into a contract with an expected value of $100,000 or more shall, before agency solicits bids, proposals, offers, or other applicable expressions of interest, determine whether subcontracting opportunities are probable under the contract. UNTS has determined that there are subcontracting opportunities in the performance of the Scope of Work of this Solicitation and any resulting Contract is anticipated to exceed $100,000.00 over its entire life, including all renewals and/or extensions. The Proposer must submit a completed HSP at the time of the Proposal submission. The Proposer must include a completed HSP even if the Proposer intends to self-perform. The required supporting documentation (eg. proof of Good Faith Effort) must be submitted with the HSP. The HUB directory may be accessed at https://mycpa.cpa.state.tx.us/tpasscmblsearch/tpasscmblsearch.do and assistance is available at HUB@UNTSystem.edu . If a properly submitted HSP contains minor deficiencies UNTS may contact the Proposer for clarification to the HSP if it contains sufficient evidence that the Proposer developed and submitted the HSP in good faith. Failure to submit an HSP in accordance with this section will result in disqualification of the Proposal. For assistance with the preparation of the HSP email HUB@UNTSystem.edu. 2.6 Right to Modify, Rescind, or Revoke the RFP UNTS reserves the right to modify, revoke, or cancel this RFP in whole or in part at any time prior to the date on which UNTS executes a Contract with the selected Proposer(s). 2.7 Signature and Certification of Proposer The Proposal must be signed and dated by a representative of the Proposer who is legally authorized to bind the Proposer to the terms and conditions contained in this RFP and who can ensure compliance with the submitted Proposal. Each Proposer submitting a Proposal certifies to both (a) the completeness and accuracy of the information provided in the Proposal and (b) the authority of the individual whose signature appears on the Affirmation and Conflict of Interest to bind the Proposer. Proposals submitted without the required signature will be disqualified. https://nam04.safelinks.protection.outlook.com/?url=https%3A%2F%2Fbids.sciquest.com%2Fapps%2FRouter%2FPublicEvent%3FCustomerOrg%3DUNTS&data=04%7C01%7CBarry.Sullenberger%40untsystem.edu%7Cbfe9886d99be4daf7d0208d94bb893e8%7C70de199207c6480fa318a1afcba03983%7C0%7C0%7C637624078383173614%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C1000&sdata=WJ6iiMA%2F3Um7ZqkSTOjD%2F15Hx8v4ZElvGU4VBI0XqWg%3D&reserved=0 https://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=UNTS https://mycpa.cpa.state.tx.us/tpasscmblsearch/tpasscmblsearch.do mailto:HUB@UNTSystem.edu mailto:HUB@UNTSystem.edu October 7, 2021 RFP769-22-100721MW Page 8 of 27 2.8 Compliance with Applicable Laws, Regulations, Ordinances, and UNTS Operating Policies and Procedures By submitting a Proposal, the Proposer agrees to and shall comply with all applicable local, state, and federal laws and regulations, as well as with all applicable Operating Policies and Procedures of UNTS. 2.9 Compliance with RFP Requirements By submitting a Proposal and by signing the Affirmation and Conflict of Interest, the Proposer agrees to be bound by the requirements set forth in this RFP, UNTS’ General Terms and Conditions contained in the RFP, all of which may be incorporated into and be made a part of any Contract awarded by UNTS. If the Proposer takes exception to any of the terms or cannot agree to be bound by all terms, UNTS, at its sole discretion, may disqualify the Proposal from consideration. Refer to Attachment A. 2.10 Right of Rejection A Proposal consisting of only alternate Goods or Services (i.e., a Proposal that offers Goods or Services different from those requested by this RFP) may be considered non-responsive by UNTS and is subject to rejection. UNTS shall reject a Proposal if the financial Proposal was not arrived at independently without collusion, consultation, communication, or agreement as to any matter relating to such prices with any other potential Proposer. Regardless of the time of detection, UNTS shall consider any of the foregoing prohibited actions to be grounds for Proposal rejection or Contract termination and may result in debarment of the Vendor from future UNTS Solicitations. 2.11 Binding Effect of Proposal Unless otherwise agreed in writing signed by the Senior Director for Strategic Sourcing, each Proposer agrees to and shall be bound by the information and documentation provided with the Proposal, including prices quoted for Goods or Services. Proposals are to be valid for UNTS acceptance for a minimum of one hundred and eighty (180) days from the submittal deadline date to allow time for evaluation, selection, negotiations, and any unforeseen delays. Proposals, if accepted, shall remain valid for the duration of the Contract. 2.12 Use and Disclosure of Information Proposers acknowledge that UNTS is an agency of the State of Texas and is therefore required to comply with the Texas Public Information Act Texas Government Code Chapter 552. If a Proposal includes proprietary data, trade secrets, or information the Proposer wishes to except from public disclosure, then the Proposer must specifically label such data, secrets, or information as follows: "PRIVILEGED AND CONFIDENTIAL – PROPRIETARY INFORMATION." To the extent permitted by law, information labeled by the Proposer as proprietary will be used by UNTS only for purposes related to or arising out of the (a) evaluation of Proposals, (b) selection of a Proposer or Proposers pursuant to the RFP process, and (c) Negotiation and execution of a Contract, if any, with the Proposer(s) selected. If the Proposer marks the entire Proposal or substantive portions of the Proposal as confidential, UNTS in its sole discretion may declare the Proposal non-responsive and reject it. By submitting a Proposal, the Proposer hereby grants a limited license to reproduce the Proposal in order to conduct an evaluation and to comply with any legal requirement including but not limited to the Texas Public Information Act and Texas Legislative Budget Board requirements. UNTS reserves the right to contact references or contact names listed in the Proposal and shall be free from any liability to Proposer for conducting such inquiry. 2.13 Group Purchase Authority Texas law authorizes institutions of higher education to use the group purchasing procurement method (ref. §51.9335, Education Code). Other Texas institutions of higher education, local and county governments, independent school districts, and State of Texas agencies may also elect to enter into a https://statutes.capitol.texas.gov/Docs/GV/htm/GV.552.htm https://statutes.capitol.texas.gov/Docs/ED/htm/ED.51.htm October 7, 2021 RFP769-22-100721MW Page 9 of 27 contract with the successful Proposer under this RFP. Proposer should also note that UNTS may procure Goods or Services for itself or on behalf of any UNTS component institution. By submitting its Proposal in response to this RFP, Proposer should consider proposing pricing and other commercial terms that take into account higher volumes and other expanded best value opportunities that could result from the eventual inclusion of UNTS, its other component institutions, and other institutions, governments, and State agencies. 2.14 Reserved for Future Use 2.15 Withdrawal or Modification No Proposal may be changed, amended, or modified after it has been submitted or filed in response to this Solicitation, except for obvious errors or as part of the Negotiation process which are approved in writing by the Senior Director for Strategic Sourcing. However, a Proposal may be withdrawn and resubmitted any time prior to the time set for receipt of Proposals. Modifications will be allowed in the electronic website until the deadline for Proposal submittals. No Proposal may be withdrawn after the submittal deadline without approval by UNTS, which shall be based on Proposer’s submittal in writing of a reason acceptable to UNTS. 2.16 Risk of Loss, Damage, or Delay Proposer acknowledges and agrees to release and hold harmless UNTS, its campus components, Board of Regents, officers, employees, agents, and personnel, from and against any and all claims, liability, damages, and costs, including court costs and attorneys' fees, arising out of or pursuant to a failure to successfully submit or deliver the Proposal to the Procurement Office at UNTS, as detailed in this RFP. 2.17 Digital Signature The Proposer may opt to sign the document digitally. To be approved by UNTS, a signature software platform must: (1) be compliant with the ESIGN Act of 2000 and the Electronic Transaction Act (UETA), (2) must utilize signatory accounts that authenticate users by password, and (3) produce a time stamp for the digital signature. The following three are specifically approved: Adobe Echosign, Docusign, and Verisign. (Intentionally Left Blank) https://www.law.cornell.edu/uscode/text/15/chapter-96 https://www.uniformlaws.org/HigherLogic/System/DownloadDocumentFile.ashx?DocumentFileKey=2c38eebd-69af-aafc-ddc3-b3d292bf805a&forceDialog=0 October 7, 2021 RFP769-22-100721MW Page 10 of 27 SECTION 3 PROPOSAL CONTENTS/DETAILS 3 Scope of Work 3.1 Objectives UNTS is requesting bids for the annual contact for office supplies and other miscellaneous products for UNTS which includes the University of North Texas System Administration (UNTSA), the University of North Texas in Denton (UNT), the University of North Texas Health Science Center (UNTHSC) in Fort Worth, and the University of North Texas at Dallas (UNTD). All bids must be submitted on the attached Price Forms. UNTS will not enter into any contract where the cost is provisional upon such clauses as “escalator” or “cost-plus” clauses. This will be a fixed price contract on a core list of items and percentage discount from catalog based on current manufacturers’ list price for non-core items covered by the Bid. Unless otherwise provided in the specifications, all prices shall remain fixed throughout the term of the contract. 3.2 Project Details • Proposers will only submit pricing on Attachment A the Excel Pricing Sheet. • The core items on Attachment A Pricing Sheet are a consolidated list of products that represents the most frequent used items and a majority of UNTS’s annual spends on office supplies. The following information is provided for all items within the Core List: product manufacturer’s item number, Item description, unit of measure and estimated annual usage. • Historical usage is provided on Attachment A. • Vendors are requested to give a percentage discount off any catalog items. Catalog discount percentage should be specified by vendor on the bottom of pricing sheet line – “Catalog Item Discount”. • Attachment C is a list of UNTS campus delivery addresses. All these addresses could be placing orders for next day delivery to various departments throughout the campuses. 3.3 Mandatory Requirements/Conditions Vendor Experience • A track record in partnering with higher education entities • Have a warehouse in the Dallas/Fort Worth Metroplex. Online ordering system • All transactions are required to be conducted on an electronic purchasing platform. • Vendor is required to have technology capabilities sufficient to maintain an electronic storefront. • All orders must be made by either Purchasing card (p-card) or using a valid, unique purchase order number. • Vendor shall maintain a mechanism to drive orders to UNTS’ “core list”, blocking individual commodities and categories of commodities (Excluded Items), as required. • Have a telephone contact number that is answered by a live person during normal business hours. Shipping/Delivery • Each shipment must be wrapped, packed, and labeled. A packing list must be included and must include the ordering customer’s name and delivery address • Supplier to quote F.O.B. destination, Freight Prepaid and Allowed. All charges include, but not limited to, transportation. Packing and installation, to any location, including desktop delivery within UNTS facilities must be inclusive in the Suppliers pricing. • Packing slit must include line item description, product item number, quantity ordered, quantity in shipment, and unit price. • Vendor is to have ability of tracking all shipments, and upon request, provide a shipment status report to UNTS. • FOB delivery is to be made to the ship-to address on each order. October 7, 2021 RFP769-22-100721MW Page 11 of 27 • Individual packing lists to specified delivery locations. • Next-day desktop delivery to requesting location/department on orders for core items received by vendor before 3:00 p.m. Delivery of non-core items should be within five (5) business days. Delivery hours are between 8:00 a.m. – 5:00 p.m. • Fill rate of 96%, minimum. • Backordered items are to be delivered within seventy-two (72) hours, or less. • Damaged goods will be rejected by UNTS and immediate notification provided to the vendor. Any rejected items are to be replaced within twenty-four (24) hours. • Continued or repeated poor delivery performance and/or condition of deliveries may results in contract cancellation. 3.4 Hold for Future Use 3.5 Academic Initiatives and Other Incentives UNTS’ purpose is to transform lives and create economic opportunity through education, where our caring and creative community empowers our students to thrive in a rapidly changing world. We also create solutions for a healthier and stronger community throughout the North Texas region and beyond. UNTS’ intent is to create business relationships that extend beyond the mere transactional and form true strategic partnerships with our suppliers to assist with meeting our stated purpose. Therefore, in this section of the Proposal, we are asking Proposers to use their creativity in offering ways that they might partner with us to reach our goals. The following is a potential, but not excusive list of possible ways the respondent may extend our relationship to be more strategic in nature to meet this criteria: • Promotional Marketing • Tiered Pricing • Tiered or flat rebates • HUB utilization • Faculty or staff engagement/education • Student Internships • Employment of our graduates • Granting “exclusive provider” or “preferred supplier” status • Value Beyond Cost (terms important to the department/campus stakeholders) • “…any other relevant factor that a private business entity would consider...” Any response to this element of the request should be in strict adherence with State of Texas guidelines in regard to Conflict of Interest and Nepotism. 3.6 Reporting Vendor will submit monthly and annual program reports reflecting overall expenditures, cost-savings, effectiveness, and service, including but not limited to, fill rate, savings, and on-time delivery metrics. These reports will be provided on a business unit and System-wide basis. Reports are to be delivered to the Senior Director for Strategic Sourcing, in MS Excel format and without any merged cells for ease of sorting and analyzing. Required reports are as follows: • in-store sales report: including order number, vendor order number, order date, invoice number, invoice date, ship-to, order line number, item or SKU number, item description, unit of measure, sell price per UOM, total sale amount per line. • on-line sales report: order number, vendor order number, order date, invoice number, invoice date, ship-to, order line number, item or SKU number, item description, unit of measure, sell price per UOM, total sale amount per line. • cost savings report: line item detail showing contract cost, retail/catalog cost, and net savings. • HUB/SBE report: business-qualified expenditures October 7, 2021 RFP769-22-100721MW Page 12 of 27 • Any other mutually agreed-upon report. 3.7 Prime Vendor Responsibilities 3.7.1 Vendor shall provide a senior management account representative who has authority and responsibility for success of the agreement. 3.7.2 Vendor shall designate a local sales representative who will be responsible the following: 3.7.3 Act as the primary contact between vendor and UNTS monitoring the implementation process, resolving problems, identifying savings opportunities, assist UNTS departments and provide support for each business unit, meet with Procurement Services on a quarterly basis to review reports, discuss any issues or changes, identify cost-savings and/or efficiencies, review performance, adherence to contract terms, and any other appropriate topic. 3.7.4 Oversee customer service to UNTS on behalf of the vendor 3.7.5 Vendor will provide inside customer service representative(s) who will be available by both phone and on- line support. Minimum services to be provided include: • product research • order processing • assistance with price validation and correction of errors • billing and credit issues, including returns • tracking of shipments, as needed • training and support for on-line ordering 3.8 Insurance Awarded vendor(s), as well as any subcontracts, doing business with companies authorized to provide insurance in the State of Texas or eligible surplus lines insurers operating in accordance with the Texas Insurance Code, will carry the insurance and in at least the minimum limits of coverage, as outlined below: • Automobile liability coverage, including owned, hired, and non-owned automobile, with a combined single limit for bodily injury and property damage of $1,000,000 per accident. • Worker’s Compensation, including Employer’s Liability, as required by State law for all vendor employees with the following limits: Bodily injury by accident, $1,000,000 each accident Bodily injury by disease, $1,000,000 each employee Bodily injury by disease, $1,000,000 policy limit 3.9 Pricing and Fees 3.9.1 In the instance in which the selected vendor is in partnership with a larger vendor (Mentor & HUB Protégé for example) the lowest price advertised online by either vendor must be honored. 3.9.2 The cost component of this solicitation is for Fixed Pricing offers only. UNTS will not accept and may reject alternate pricing methodologies submitted by Suppliers including, but not limited to; cost-plus, and/or any type of floor structure. 3.9.3 Core items: Proposer is to provide proposed pricing on Attachment A Pricing Sheet and include a catalog discount percentage for all non-core items. Quantities listed on the Core Item sheet represent historical data and should be used for planning purposes only. UNTS does not guarantee any individual or cumulative quantity purchases. 3.9.4 Unit prices are to be final, delivered costs. Prices will remain in effect for the initial two (2) year term of the contract. Price increases are allowable upon contract renewal and upon mutual agreement, in writing. Vendor(s) must provide written documentation (indices, trade publications, manufacturer notices, etc.) along with the requested increase no later than 120 days prior to the anniversary date. Paper products are the only exception to firm pricing for the initial term. Pricing for this category of products may be reviewed no sooner than every six months, starting with the date of the executed agreement. The same documentation requirements and mutual agreement rules apply. 3.9.5 Substitute product pricing: In the event a core item becomes temporarily or permanently unavailable, vendor(s) may recommend a substitute item of equal or better quality. Price is to be equal to or better than core item and remains in effect for contract term. Substitute products must be approved in writing by UNTS representative. 3.9.6 Alternative product pricing: Respondents may include alternative or optional items in addition to or in place of the specified items listed on the Core Items list. If the specified item is not available, please place “n/a” in the “Primary Product Pricing” area. UNTS reserves the right to accept an alternative October 7, 2021 RFP769-22-100721MW Page 13 of 27 product to replace the specified item on the “Core Items” list. 3.9.7 Non-core product pricing: Items not on the Core List but identified in the primary printed catalog use for account customers should be priced at the catalog discount price at the time of order entry, exclusive of bulk pricing discounts or other specials. Catalog pricing is to be updated quarterly. 3.9.8 Excluded categories pricing: Prices for items that fall into the Excluded Categories should not present and should be marked as unavailable and/or grayed out. Users should not be able to add Excluded Items to their shopping cart. 3.9.9 Unit prices are to be final, delivered costs. Prices will remain in effect for the term of the contract. Price increases are allowable upon contract renewal and upon mutual agreement, in writing. Vendor(s) must provide written documentation (indices, trade publications, manufacturer notices, etc.) along with the requested increase no later than 120 days prior to the anniversary date. Paper products are the only exception to firm pricing for the initial term. Pricing for this category of products may be reviewed no sooner than every six months, starting with the date of the executed agreement. The same documentation requirements and mutual agreement rules apply. 3.9.10 UNTS reserves the right to reject any and all bids that stipulate minimum order requirements. 3.9.11 One (1) price only will be considered for each item when two (2) prices are bid both will be rejected. 3.9.12 Errors in Bids: When an error is made in extending the Total Price, Unit Price will govern. Erasures in bids must be initialed by the Bidder. Carelessness in bidding prices or in preparation of bid otherwise, will not relieve the bidder. Bidders are cautioned to recheck their bids for possible errors. Errors discovered after public opening cannot be corrected and the bidder will be required to perform if his bid is accepted. 3.10 Excluded List The following items and/or categories are not to be available for purchase by the user community. Any exceptions to this list must be for a one-time purchase only and must be approved, in writing, by UNTS prior to being made available for purchase. • Technology, including but not limited to computer equipment such as desktops, laptops, tablets, mainframes, servers or any other component with computing or functional capabilities. Hardware sold separately (monitors, sound bars, etc.) and accessories do not fall in this restriction. • Software • Furniture • Custom printing • Copy and print services • Breakroom supplies • Food and beverage • Promotional products • Gift Cards • Warranties 3.11 Proposer’s Questionnaire The Proposer recognizes that in selecting a Proposer, UNTS will rely in part on the answers provided in response to the Proposer’s questionnaire. 3.11.1 Provide a detailed description of similar Services completed or Goods sold within the past five (5) years. Include a description of Services provided or Goods sold, budget and timeline performance, and key personnel involved. 3.11.2 Provide any details of all pending arbitration/mediation, litigation, or claims filed against the Proposer in the past five (5) years. 3.11.3 Is the Proposer (including any parent companies) currently for sale or involved in any transaction to acquire other business entities or to become acquired by another business entity? If yes, please explain the impact. 3.11.4 Is the Proposer (including any parent companies) currently in default on any financial instrument or contract? If yes, specify date(s), details, circumstances, and prospects for resolution. 3.11.5 Were any addenda published for this solicitation? If yes, list by number. (ex. Addendum 1, Addendum 2, October 7, 2021 RFP769-22-100721MW Page 14 of 27 and Addendum 3) 3.11.6 Is the Proposer unable to agree to any of the General Terms and Conditions, the RFP, or Addenda? If the Proposer takes exception to any of the above-mentioned documents, the Proposer must submit those exceptions as part of its Proposal. The Proposer’s exceptions will be reviewed by UNTS and may result in disqualification of the Proposal if found in violation of any statutory requirements, UNTS Operating Policies and Procedures, or not in the best interest of UNTS. If Proposer’s exceptions do not result in disqualification of the Proposal, then UNTS may consider Proposer’s exceptions for incorporation into any resulting Contract. 3.12 Payment and Invoicing Invoices will be paid net thirty (30) days in compliance with Texas laws. Invoices must be sent accountspayable@untsystem.edu within 24 to 48 hours after delivery. All invoices must reference a valid UNTS Purchase Order or the invoice will be returned as non-compliant. No commitment for Fuel shall be placed without a valid UNTS Purchase Order. Proposer(s) may submit a Proposal for a prompt payment discount. UNTS has established the following payment schedule for invoices based upon the payment option chosen by the Proposer: • Automated Clearing House (“ACH”) transaction • Single Use Account (“SUA”) card (JP Morgan) *In the event UNTS is making payment on funds appropriated by the State of Texas, payment may be made net thirty (30) days as required by law. UNTS will submit an electronic check remittance to the email address on record for all ACH and SUA payments. (Intentionally Left Blank) October 7, 2021 RFP769-22-100721MW Page 15 of 27 SECTION 4 EVALUATION CRITERIA FOR AWARD 4.1 Evaluation Process UNTS will utilize a Proposal Evaluation Team for the evaluation of this RFP. Proposals shall be reviewed and chosen for negotiation of contract based on the Proposal judged to be in the best value to UNTS, and the judgment in this regard shall be considered final. Under §51.9335 of the Texas Education Code in determining what is the Best Value, UNTS may consider: 1. The purchase price; 2. The reputation of the vendor and of the vendor's goods or services; 3. The quality of the vendor's goods or services; 4. The extent to which the goods or services meet the institution's needs; 5. The vendor's past relationship with the institution; 6. The impact on the ability of the institution to comply with laws and rules relating to historically underutilized businesses and to the procurement of goods and services from persons with disabilities; 7. The total long-term cost to the institution of acquiring the vendor's goods or services; 8. Any other relevant factor that a private business entity would consider in selecting a vendor; including Academic Initiatives and other Incentives, and 9. The use of material in construction or repair to real property that is not proprietary to a single vendor unless the institution provides written justification in the request for bids for use of the unique material specified. 4.2 Proposer’s Acceptance of Evaluation Methodology Submission of a Proposal indicates Proposer’s acceptance of the evaluation method and Proposer’s recognition that some subjective judgments must be made by UNTS during the scoring of evaluation criteria. 4.3 Evaluation Criteria Each Proposal shall be evaluated on the ability to meet UNTS’ requirements and to provide the Best Value to UNTS. The evaluation will be based on the following: • Experience and qualifications of the Proposer • Cost (including delivery, installation, life cycle, if applicable) • Support of UNT HUB program initiatives • Academic Initiatives • Ability to provide timely desktop delivery 4.4 Consideration of Additional Information Consideration may also be given to any additional written information and comments that may serve to clarify the Proposal information to UNTS. 4.5 Oral Presentations and Interviews Upon completion of the initial review and evaluation of the Proposals submitted, selected Proposers may be invited to participate in oral presentations. Oral presentations and interviews are an option of the Proposal Evaluation Team and may or may not be conducted; therefore, Proposals must be complete when submitted. 4.6 Reserved for Future Use 4.7 Negotiation October 7, 2021 RFP769-22-100721MW Page 16 of 27 After opening, a selection may be made on the basis of the Proposals initially submitted, without discussion, clarification, or modification, or on the basis of Negotiation with any of the Proposers or, at UNTS’ sole option and discretion, UNTS may discuss or negotiate all elements of the Proposal with selected Proposers representing a competitive range. For purposes of Negotiation, a competitive range of acceptable or potentially acceptable Proposals may be established comprising the highest rated Proposals based on the evaluation criteria. 4.8 Reserved for Future Use 4.9 Protest Procedures Any actual or prospective Proposer or Vendor who believes they have been aggrieved in connection with the Solicitation, Evaluation, or Award of a Contract may formally protest to the UNTS Chief Procurement Officer. 4.10 Contract Documents The Contract mutually agreed upon by the parties shall consist of a written Purchase or Service Agreement (as applicable). Portions of the Proposal may be added as exhibits to the Contract as appropriate. (Intentionally Left Blank) October 7, 2021 RFP769-22-100721MW Page 17 of 27 SECTION 5 PROPOSER’S SUBMITTAL CHECKLIST The Proposal must contain all the following components in the following order:  Cover Sheet • Proposer’s Name • Address • RFP Name • RFP Number • Primary and Secondary Contact Information for this RFP including names, titles, email addresses, and telephone numbers)  Table of Contents containing sufficient detail to facilitate easy reference to the sections of the Proposal.  Background of the Proposer  Proposer’s response to the Scope of Work  Proposer’s responses to the Proposers Questionnaire (Section 3.11)  Schedule of costs and fees  Evidence of insurability and bonding capacity (if applicable)  Resume for each key personnel assigned to the resulting Contract  Documentation supporting Proposer’s qualifications including applicable licensing, professional certifications, HUB certification, etc.  Provide three (3) relevant, professional references (key contact names, titles, email, and telephone numbers) that have direct knowledge of your ability to provide Goods or Services outlined in this RFP  HSP (if required per Paragraph 2.5)  Signed Affirmation and Conflict of Interest Disclosure. (Section 7)  Proposal must comply with Paragraph 2.3 – Proposal Requirements October 7, 2021 RFP769-22-100721MW Page 18 of 27 SECTION 6 GENERAL TERMS AND CONDITIONS These General Terms and Conditions will be included in substantially similar form in any resulting Contract arising out of this RFP, if applicable. 6.1 Publicity Vendor will not use UNTS’ name or protected marks without the prior express written approval of UNTS. 6.2 Independent Vendor Status Vendor shall, at all times, act as an independent Vendor and not as a partner, employee, or agent of University. Vendor shall not act or hold himself out to third parties as a partner, employee, or agent of University in the provision of the Services. University shall not have or exercise such control over the manner in which the Services are provided as would jeopardize the status of Vendor as an independent contractor. University will not withhold federal or state income tax or Social Security tax on behalf of Vendor. In addition, Vendor shall have no claim under this Agreement or otherwise against University for vacation pay, sick leave, unemployment insurance, worker’s compensation, retirement benefits, disability benefits, or employee benefits of any kind. Vendor shall have the exclusive responsibility for the payment of all such taxes and arrangements for insurance coverage and shall discharge such responsibility fully. In the event the Internal Revenue Service or any other governmental agency should question or challenge the independent contractor status of Vendor, the parties hereto mutually agree that both Vendor and University shall have the right to participate in any discussion or negotiation occurring with such agency or agencies, regardless of by whom such discussion or negotiation is initiated. 6.3 Subcontractors Vendors who subcontract all or a portion of the Scope of Work must have identified all proposed Subcontractors to UNTS in their submitted Proposals. Vendor will not delegate any of its duties or responsibilities under the Contract to any Subcontractor, except as expressly provided for in the Contract documents. Subcontractors providing Goods or Services under the Contract must meet the same requirements and level of experience required of the Vendor. The utilization of any Subcontractor for providing Goods or Services under the Contract will not relieve the Vendor of the responsibility for ensuring the requested Goods or Services are provided. All Subcontractors are subject to the Affirmation and Conflict of Information acknowledgements and disclosures as set forth in the RFP. 6.4 Insurance Requirements If this Agreement requires the presence on the University’s premises of Vendor’s employees, agents, suppliers or permitted subcontractors (if any), Vendor agrees to maintain and to cause its agents, suppliers and permitted subcontractors (if any) to maintain the following insurance coverages for at least the specified limits: (a) Workers' Compensation: Statutory Limits (b) Employer's Liability $1,000,000 per accident and employee (c) Commercial General Liability (including contractual liability): $1,000,000 per occurrence, $2,000,000 aggregate (d) Product/Completed Ops: $1,000,000 aggregate (e) Auto Liability: $1,000,000 combined single limit All policies (except Workers' Compensation) shall name the University as an Additional Insured. All policies must be written on a primary basis; non-contributory with any other insurance coverage and/or self- insurance carried by the University. A Waiver of Subrogation Clause in favor of the University and thirty (30) day notice of cancellation is required on all policies. Certificates of insurance verifying the foregoing requirements shall be provided to the University prior to commencement of any services under this contract. October 7, 2021 RFP769-22-100721MW Page 19 of 27 6.5 Acceptance of Goods and Services All goods shall be received subject to the University’s right of inspection and rejection. Defective goods or goods not in accordance with the University’s specifications will be held for Vendor’s instruction at Vendor's risk and, if Vendor so directs, will be returned at Vendor’s expense. If inspection discloses that part of the goods received are not in accordance with the University’s specifications, the University shall have the right to cancel any unshipped portion. Payment for goods prior to inspection shall not constitute acceptance thereof and is without prejudice to any and all claims that the University may have against Vendor. 6.6 Warranties The Vendor warrants and implies that Goods delivered to UNTS under the Contract are merchantable and fit for use for the particular purpose set forth in the Contract. The Vendor warrants that Services furnished under the Contract will, at the time of acceptance, be free from defects in workmanship and conform to the requirements of the Contract. UNTS may provide the Vendor with notice of any defect or nonconformance on or before the time period set forth in the Contract. The Vendor will correct or re- perform, at no cost to UNTS, any Service that does not conform to the requirements of the Contract. 6.7 Infringement of Patents and Copyrights Vendor agrees that all writings or other materials produced by Vendor, its employees or agents relating to the work under this contract shall be deemed “works made for hire” as that term is defined in the U.S. Copyright Act, that all rights thereto shall be owned by the University, and that Vendor shall not assert any claim thereto. In the event works are not considered “works made for hire” as that term is defined in the U.S. Copyright Act, the Vendor assigns any and all intellectual property rights, including but not limited to copyrights to any such works, and Vendor agrees to execute any necessary documentation to effect this assignment. 6.8 Taxes 6.8.1 UNTS, as an agency of the State of Texas, qualifies for exemption from state and local sales and use taxes pursuant to the provisions of the Texas Limited Sales, Excise, and Use Tax Act in accordance with §151.309, Texas Tax Code, and Title 34 Texas Administrative Code §3.322. The Vendor may claim exemption from payment of applicable state taxes by complying with such procedures as may be prescribed by the State Comptroller of Public Accounts. 6.8.2 The Vendor shall collect and pay all taxes imposed upon the sale of items included in the Contract, as required by federal, state or local law. The Vendor shall be responsible for and pay all social security, unemployment insurance, retirement, and other federal and state taxes that are measured by the wages, salaries, or other remuneration paid to persons employed by the Vendor. 6.9 Access by Individuals with Disabilities Vendor will address all applicable technical standards (1 TAC 206, and I TAC 213) by completing a Voluntary Product Accessibility Template (“VPAT”) attesting to any electronic and information resource's (“EIR”) accessible features and capabilities or provide a similarly formatted document as the VPAT attesting to the EIR’s accessible features and capabilities. UNTS reserves the right to perform testing on the Vendor's deliverables to ensure the accuracy of their VPAT response regarding conformance with the 1TAC 206/1TAC 213 technical standards. 6.10 Federal Funding The Contract may be funded wholly or partially with federal funds. The Proposer will comply with all applicable provisions of federal law. UNTS utilizes 2 CFR 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards and the U.S. General Services Administration for all federal guidelines. https://statutes.capitol.texas.gov/Docs/TX/htm/TX.151.htm https://texreg.sos.state.tx.us/public/readtac$ext.TacPage?sl=R&app=9&p_dir=&p_rloc=&p_tloc=&p_ploc=&pg=1&p_tac=&ti=34&pt=1&ch=3&rl=322 http://www.ecfr.gov/cgi-bin/text-idx?tpl=/ecfrbrowse/Title02/2cfr200_main_02.tpl http://www.ecfr.gov/cgi-bin/text-idx?tpl=/ecfrbrowse/Title02/2cfr200_main_02.tpl http://www.gsa.gov/ http://www.gsa.gov/ October 7, 2021 RFP769-22-100721MW Page 20 of 27 6.11 Time of Performance 6.11.1 Time is of the essence in providing Goods or Services under a Contract. Vendor agrees to perform all obligations and provide Goods or Services on the schedules set forth in this RFP or as agreed upon in written Contract. UNTS will have no obligation to accept late performance by the Vendor. 6.11.2 In the event of default by Vendor in the performance of any obligation hereunder, including, but not limited to, time of delivery and/or completion, or in the event it becomes apparent that delivery or completion cannot be accomplished within the time specified, the University may, in addition to its other rights or remedies, cancel this Agreement without penalty and/or liability, except for goods previously received and accepted, charging Vendor for losses and damages sustained by reason of such delay or failure when not caused by an event of force majeure. 6.12 Termination University may terminate the Agreement at any time upon days prior notice. Either party has the right to terminate this Agreement if the other party is in default of any obligation hereunder. Vendor shall be entitled to compensation for services rendered through the effective date of termination. 6.13 Contract Amendments No Amendment to any awarded Contract shall become valid unless agreed to by UNTS in writing and signed by both parties. All correspondence regarding Amendments to a Contract must be forwarded to the UNTS Procurement Services Department for prior review and approval. Only the Chief Procurement Officer or designee will be authorized to process changes or Amendments. All Amendments must be signed by the same person who signed the original Contract, their successor, or a person with equivalent signatory authority. 6.14 Retention of Documents The Vendor will maintain records generated pursuant to the Contract for the full term of the Contract plus a period of at least two (2) years after expiration or termination of the Contract. 6.15 Right to Audit Pursuant to Section 2262.154, Texas Government Code, 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. 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. 6.16 Confidentiality Vendor agrees that Vendor, its officers, employees and agents will not disclose any University information, data, or other materials relating to the services performed under this Agreement without the express permission of an authorized University officer. Such obligations shall not, however, extend to any materials which were in the possession of Vendor prior to this Agreement, are generally available to the public by publication or hereafter become generally available to the public by publication or otherwise through no action of Vendor, or are required to be disclosed by law. 6.17 Severability The provisions of this Agreement are separate and divisible, and if any court shall determine any provision of this Agreement is void and/or unenforceable, the remaining provision or provisions shall remain. October 7, 2021 RFP769-22-100721MW Page 21 of 27 6.18 Non-Waiver of Defaults No failure by either party to insist upon the strict performance of any covenant, agreement, term, or condition of this Agreement, or to exercise a right or remedy shall constitute a waiver. No waiver of any breach shall affect or alter this Agreement, but each and every covenant, condition, agreement, and term of this Agreement shall continue in full force and effect with respect to any other existing or subsequent breach. 6.19 Assignment Vendor may not assign, transfer, or subcontract this Agreement or any rights or obligations hereunder without the University's written consent. Any purported assignment, transfer or subcontract shall be void and ineffective. 6.20 Not Exclusive Vendor acknowledges and agrees that the Contract with UNTS is non-exclusive and UNTS has the right to engage with other vendors for similar or identical scopes of work, and to purchase similar or identical Services from other vendors. Any term or provision in the Vendor Terms indicating the Contract is exclusive is expressly rejected and is null and void. 6.21 Texas Public Information Act University shall release information to the extent required by the Texas Public Information Act and other applicable law. If requested, Vendor shall make public information available to University in an electronic format. 6.22 Disclosure of Interested Parties As applicable and pursuant to Texas Government Code §2252.908, the Vendor must complete online Form 1295 for certification and filing with the Texas Ethics Commission no later than thirty (30) days after the effective date of the Contract. 6.23 No Boycott If the Agreement is subject to Texas Gov’t Code Section 2271.002, Vendor hereby represents, verifies, and warrants that it does not boycott Israel and will not boycott Israel during the term of the Agreement. If the Agreement is subject to Texas Gov’t Code Section 2274.002, Vendor hereby represents, verifies, and warrants that it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm entity or firearm trade association during the term of the Agreement. If the Agreement is subject to Texas Gov’t Code Section 2274.002, Vendor hereby represents, verifies, and warrants that it does not boycott energy companies and will not boycott energy companies during the term of the Agreement. 6.24 Trafficking of Persons. Under §2155.0061, Texas Government Code, the Vendor certifies that the individual or business entity named in the bid or Contract is not ineligible to receive the specified Contract and acknowledges that the Contract may be terminated and payment withheld if this certification is inaccurate. 6.25 Registration of Sex Offenders All sex offenders required to register with local law enforcement authorities under §62.151 of the Texas Code Of Criminal Procedure who intend to provide Services on any campus of UNTS for a consecutive period exceeding fourteen (14) days or for an aggregate period exceeding thirty (30) days in a calendar year are required to register with UNTS within seven (7) days of beginning work on any campus of UNTS. In addition, such sex offenders are required to notify UNTS within seven (7) days of terminating Services on any campus. Therefore, if employees or agents of Vendors and Subcontractors will be performing Services on any UNTS campus, it is the Vendor’s responsibility to comply with this requirement. https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2252.htm https://www.ethics.state.tx.us/File/ https://www.ethics.state.tx.us/File/ https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2155.htm https://statutes.capitol.texas.gov/docs/CR/htm/CR.62.htm https://statutes.capitol.texas.gov/docs/CR/htm/CR.62.htm October 7, 2021 RFP769-22-100721MW Page 22 of 27 6.26 Indemnification Vendor agrees to indemnify and hold harmless the University, its Regents, employees, and agents from any claim, damage, liability, injury, expense or loss (including attorney’s fees) arising out of Vendor’s performance, direct or indirect, under the Agreement. Indemnification shall survive termination. In addition, Vendor warrants the material purchased hereunder does not infringe any letters patent granted by the United States and Vendor shall defend, indemnify and hold harmless the University, its Regents, employees and agents from and against all claims arising from infringement or alleged infringement of any patent, copyright, trademark or other intellectual property rights of a third party arising out of, in connection with or resulting from the Agreement or the goods and/or services provided under the Agreement. 6.27 Governing Law and Venue The Agreement shall be construed and enforced under and in accordance with the laws of the State of Texas, and venue for any suit filed against University shall be subject to the mandatory venue statute set forth in § 105.151 of the Texas Education Code. 6.28 Dispute Resolution Chapter 2260 of the Texas Gov’t Code establishes a dispute resolution process for contracts involving goods, services, and certain types of projects. To the extent that Chapter 2260, Texas Gov’t Code, is applicable to the Agreement and is not preempted by other applicable law, the dispute resolution process provided for in Chapter 2260 and the related rules adopted by the Texas Attorney General pursuant to Chapter 2260, shall be used by the parties to attempt to resolve any claim for breach of contract against University that cannot be resolved in the ordinary course of business. 6.29 Emergency Health and Safety Procedures. In the event of pandemic, epidemic, viral outbreak, health crisis, or other emergency (“Emergency”), UNTS may, at its sole discretion, implement new or modified health and safety procedures in order to protect the health and safety of the UNTS community. In the event of Emergency, Vendor agrees to adhere to all such procedures and related directives from UNTS, including the COVID-19 Emergency Health and Safety Procedures, when entering onto and performing services on UNTS’ campus. 6.30 Force Majeure Neither party shall be liable for delay in the performance of its obligations and responsibilities due to causes beyond its control, such as, but not limited to, war, embargo, national emergency, insurrection or riots, pandemic or epidemic, acts of the public enemy, fire, flood, or other natural disaster, provided that said party has taken reasonable measures to notify the other, in writing, of the delay. Failure of subcontractors and the inability to obtain materials shall not be considered as an excusable delay. If due to such cause, Vendor should be unable to meet all of its delivery commitments for items ordered hereunder as they become due, Vendor shall not discriminate against the University or in favor of any other customer in making deliveries of such items. However, if the University believes that the delay or anticipated delay in Vendor's deliveries may impair its ability to meet its production schedules or may otherwise interfere with its operation, the University may, at its option and without liability to Vendor, cancel outstanding deliveries hereunder wholly or in part. 6.31 Prohibited Bids and Contracts. Vendor acknowledges that in accordance with Texas Government Code §2155.004(a), UNTS may not accept a bid or award a contract that includes proposed financial participation by a person who received compensation for participation in the preparation of the specifications or request for proposals on which the bid or contract is based. 6.32 Applicable Laws and Regulations https://www.depts.ttu.edu/procurement/FormRepository/COVID-19-Health-and-Safety-Procedures.pdf https://www.depts.ttu.edu/procurement/FormRepository/COVID-19-Health-and-Safety-Procedures.pdf https://texas.public.law/statutes/tex._gov't_code_section_2155.004 October 7, 2021 RFP769-22-100721MW Page 23 of 27 Vendor’s performance under the Contract. Vendor also agrees that pursuant to Texas Education Code §51.9335(h), in any Contract for the acquisition of Goods or Services to which UNTS is a party, any provision required by applicable law to be included in the Contract is considered to be part of the Contract whether or not the provision appears on the face of the Contract or if the Contract contains any provision to the contrary. 6.33 Invoicing and Payment 6.33.1 Vendor(s) shall submit invoices by email to UNTS Accounts Payable at Invoices@UNTSystem.edu. 6.33.2 Invoices will be paid NET Thirty (30) days in compliance with Texas laws. All invoices must reference a valid UNTS Purchase Order or the invoice will be returned as non-compliant. No commitment, verbal or otherwise, for Goods or Services shall be placed without a valid UNTS Purchase Order. 6.33.3 Vendor(s) may submit a Proposal for a prompt payment discount. 6.33.4 UNTS only processes electronic payment. Awarded vendor must agree to receive payment in one of the following forms chosen by the Proposer: 6.33.4.1 Automated Clearing House (“ACH”) transaction 6.33.4.2 Single Use Account (“SUA”) card (JP Morgan) 6.33.4.3 Purchasing Credit Card 6.33.5 In the event UNTS is making payment on funds appropriated by the State of Texas, payment may be made NET thirty (30) as required by law. UNTS will submit an electronic check remittance to the email address on record for all ACH and SUA payments. 6.34 FERPA If Vendor has access to students’ educational records, Vendor shall limit its employees’ access to the records to those persons for whom access is essential to the performance of the Services. Vendor shall, at all times and in all respects, comply with the terms of the Family Educational Rights and Privacy Act of 1974, as amended. 6.35 Property Rights University shall, at all times, retain ownership in and the rights to any creative works, research data, reports, designs, recordings, graphical representations, or works of similar nature that may be produced in connection with the Agreement or the Services. Vendor agrees that such works are “works for hire” and assigns all of Vendor’s right, title, and interest to University. 6.36 Public Information UNTS shall release information to the extent required by the Texas Public Information Act and other applicable law. If requested, Vendor shall make public information available to UNTS in an electronic format. The requirements of Subchapter J, Chapter 552, Texas Government Code, may apply to this contract and Vendor agrees that the contract can be terminated if Vendor knowingly or intentionally fails to comply with a requirement of that subchapter. Further, Vendor agrees (1) to preserve contracting information for the duration of the contract and according to UNTS records retention requirements; (2) to promptly provide contracting information to UNTS when requested; and (3) upon completion of the contract to provide, at no cost, all contracting information to UNTS or to preserve all contracting information according to UNTS’ records retention requirements. 6.37 Required Posting of Contracts on Website Vendor acknowledges and agrees that University is required by Section 2261.253 of the Texas Government Code to post each contract it enters into for the purchase of goods or services from a private vendor on its Internet website, including any terms and conditions otherwise marked confidential and/or proprietary. https://codes.findlaw.com/tx/education-code/educ-sect-51-9335.html https://codes.findlaw.com/tx/education-code/educ-sect-51-9335.html October 7, 2021 RFP769-22-100721MW Page 24 of 27 SECTION 7 AFFIRMATION AND CONFLICT OF INTEREST DISCLOSURE Signing this Proposal with a false statement shall void the submitted Proposal or any resulting Contracts, and the Proposer may be reported to the Texas Comptroller for Public Accounts for disbarment. Accordingly, Proposer certifies that to the best of its knowledge, all Responses are true, correct, and complete. By signature hereon affixed, the Proposer hereby certifies to the following: 7.1 If Vendor is a taxable entity as defined by Chapter 171, Texas Tax Code (“Chapter 171”), then Vendor certifies that it is not delinquent in the payment of any taxes due under Chapter 171, is exempt from the payment of those taxes, or is an out-of-state taxable entity that is not subject to those taxes. 7.2 Pursuant to Texas Family Code §231.006, Vendor certifies it is not ineligible to receive the award of the Contract or payments under the Contract and acknowledges that the Contract may be terminated and payment may be withheld if this certification is inaccurate. 7.3 Reserved for Future Use 7.4 The Proposer has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, compensation, gift, loan, gratuity, special discount, trip, favor, or service to any officer or employee of UNTS in connection with the submitted Proposal or resulting Contract. 7.5 The Proposer has not received compensation for participation in the preparation of the Specifications for this RFP. 7.6 Neither the Proposer nor the firm, corporation, partnership, or institution represented by the Proposer, or anyone acting for such firm, corporation, or institution has violated the antitrust laws of this State, codified in §15.01, et seq., Texas Business and Commerce Code, or the Federal Antitrust Laws, nor communicated directly or indirectly its Proposal to any competitor or any other person engaged in such line of business. 7.7 The Proposer and any principals of the Proposer are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of Contracts by any federal agency, and have not within a three (3) year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a federal, state or local government Contract or subcontract; violation of federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, or receiving stolen property; and are not presently indicted for, or otherwise criminally or civilly charged by a government entity with commission of any of these offenses. 7.8 Its understanding that under §2155.006(b) of the Texas Government Code, UNTS may not accept a Proposal or award a Contract, including a Contract for which purchasing authority is delegated, that includes a proposed financial participation by a person who, during the five (5) year period preceding the date of the Proposal or award, has been: (i) convicted of violating a federal law in connection with a Contract awarded by the federal government for relief, recovery, or reconstruction efforts as a result of Hurricane Rita, as defined by §39.459, Utilities Code, Hurricane Katrina, or any other disaster occurring after September 24, 2005; or (ii) assessed a penalty in a federal civil or administrative enforcement action in connection with a Contract awarded by the federal government for relief, recovery or reconstruction efforts as a result of Hurricane Rita, as defined §39.459, Utilities Code, Hurricane Katrina, or any other disaster occurring after September 24, 2005. 7.9 Proposer agrees to comply with Texas Government Code §2155.4441, pertaining to service Contract use of products produced in the State of Texas when such products and materials are available at a price and delivery time comparable to products and materials produced outside of Texas. 7.10 To the extent this RFP relates to a project as defined by Texas Government Code §2252.201(5) (a project to construct, remodel, or alter a building, structure, or infrastructure; to supply material for such a project; or to finance, refinance, or provide funds for such a project), and no exemption in Texas Government Code §2252.203 applies, any iron or steel product produced through a manufacturing process and used in the project that is the subject of this RFP must be produced in the United States as defined in Texas Government Code §2252.201(4). 7.11 Proposer is in compliance with §669.003 of the Texas Government Code, relating to contracting with executive head of a State agency. If §§669.003 of the Texas Government Code applies, Proposer will complete the https://statutes.capitol.texas.gov/Docs/TX/htm/TX.171.htm https://statutes.capitol.texas.gov/Docs/FA/htm/FA.231.htm https://statutes.capitol.texas.gov/Docs/BC/htm/BC.15.htm https://statutes.capitol.texas.gov/Docs/BC/htm/BC.15.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2155.htm https://codes.findlaw.com/tx/utilities-code/util-sect-39-459.html https://codes.findlaw.com/tx/utilities-code/util-sect-39-459.html https://codes.findlaw.com/tx/utilities-code/util-sect-39-459.html https://codes.findlaw.com/tx/utilities-code/util-sect-39-459.html https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2155.htm https://statutes.capitol.texas.gov/Docs/GV/pdf/GV.2252.pdf https://statutes.capitol.texas.gov/Docs/GV/pdf/GV.2252.pdf https://statutes.capitol.texas.gov/Docs/GV/htm/GV.669.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.669.htm October 7, 2021 RFP769-22-100721MW Page 25 of 27 following information in order for the Proposal to be evaluated: Name of Former Executive: Name of State Agency: Date of Separation from State Agency: Position with Proposer: Date of Employment with Proposer: 7.12 The Proposal includes the name and Social Security Number of each person maintaining an ownership interest of twenty-five percent (25%) or more of the business entity submitting the Proposal. Vendors that have pre- registered this information on the Texas Comptroller’s Centralized Master Bidders' List will be deemed to have satisfied this requirement. NAME SSN 7.13 Any resulting Contract is not prohibited under Texas Government Code §2261.252(b) and Proposer agrees that if Proposer’s certification is or becomes untrue, the Contract is void, and the Proposer will not seek and waives its right to seek any legal or equitable remedy for past or future performance under the Contract, including damages, whether under breach of contract, unjust enrichment, or any other legal theory; specific performance; and injunctive relief. 7.14 Conflicts of Interest 7.14.1 No relationship, whether by blood, marriage, business association, capital funding Contract or by any other such kinship or connection to the second degree of consanguinity exists between any owner of the Proposer that is a sole proprietorship, the officers or directors of the Proposer that is a corporation, the partners of any Proposer that is a partnership, the joint ventures of any Proposer that is a joint venture, or the members or managers of any Proposer that is a limited liability company, on one hand, and an officer or employee of UNTS, on the other hand. 7.14.2 The Proposer, and any executives, managers, or employees of the Proposer have not been an employee of UNTS within the immediate twenty-four (24) months prior to the submittal deadline. If any previous employee of UNTS is employed by the Proposer, that information shall be submitted in the Proposal response. 7.14.3 No officer or employee of Proposer is in any dual employment positions with UNTS that would result in a conflict of interest or conflict of commitment in relation to the position at UNTS. If such circumstance arises, the officer or employee must remove himself or herself from the Procurement process and disclose the relationship to his or her direct supervisor. The supervisor is responsible for reviewing all Procurements of Goods and Services for any potential conflict of interest. As necessary, the supervisor shall consult with the UNTS Chief Procurement Officer. It is agreed that a UNTS department may not hire a Proposer to provide Goods or Services if a current UNTS officer or employee of such department is also employed by such Proposer; a current officer or employee of such department has a direct or indirect ownership interest in such Proposer; or the hiring of such Proposer would result in the furtherance of any private interest or gain for a current officer or employee of such UNTS department. If it is decided by UNTS that a dual employee may provide Goods or Services to UNTS, if classified as a sole proprietorship or an individual, payment to said employee will be made through the Payroll Services department as additional compensation. 7.14.4 Proposer will make all disclosures required under Texas Government Code §2252.908 upon award of a Contract that has a value of at least $1 million. 7.15 Conflict of Interest Affirmation: https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2261.htm http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.2252.htm October 7, 2021 RFP769-22-100721MW Page 26 of 27 By signing and submitting the Proposal, the Proposer confirms that it acknowledges compliance and has provided all relevant information required below. □ The Proposer represents and warrants that its provision of Goods or Services or other performance under the Contract will not constitute an actual or potential Conflict of Interest and represent and warrant that it will not reasonably create even the appearance of impropriety. □ Disclose any known current or former employees who are current or former employees of the Institution. Former Employee Name UNTS Department □ Disclose any actual or proposed personnel who are, or are related to, current or former employees of the Institution. Actual or Proposed Personnel Related Party □ The Proposer represents and warrants that it has not given and will not give, at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant or employee or representative of the Institution in connection with the Solicitation or any resulting Contract. □ Neither the Proposer nor the Proposer’s principals (including, but not limited to, an owner, proprietor, sole or majority shareholder, director, president, or managing partner) are debarred, suspended, or otherwise excluded from doing business with UNTS. UNTS may also verify that an entity or principals are not debarred, suspended or otherwise excluded to confirm that no Contracts are awarded, extended or renewed. Proposer Information and Signature UNTS will not enter into a Contract that requires Board of Regents’ approval until such approval is provided. All disclosures by Proposer will be subject to administrative review and approval before UNTS enters into a Contract with Proposer. Any false statements or violations of the conflict of interest policy discovered after execution of a Contract may result in immediate cancellation of the Contract in addition to a potential debarment of the Vendor from doing business with the State of Texas. Proposer certifies that the individual signing this Proposal Response and the documents made a part of this Response is authorized to sign such documents on behalf of Proposer and to bind Proposer under any Contract that may result from the submission of a Proposal. The Proposer may opt to sign the document digitally. To be approved by UNTS, a signature software platform must: (1) be compliant with the ESIGN Act of 2000 and the Electronic Transaction Act (UETA), (2) must utilize signatory accounts that authenticate users by password, and (3) produce a time stamp for the digital signature. The following three are specifically approved: Adobe Echosign, Docusign, and Verisign. Payee Identification Number (PIN): Sole Proprietor should also enter social security No.: Vendor: https://www.law.cornell.edu/uscode/text/15/chapter-96 https://www.uniformlaws.org/HigherLogic/System/DownloadDocumentFile.ashx?DocumentFileKey=2c38eebd-69af-aafc-ddc3-b3d292bf805a&forceDialog=0 October 7, 2021 RFP769-22-100721MW Page 27 of 27 Name (Typed): Title: Street: City/State/Zip: Telephone No.: Fax No.: E-mail: Signature: Other Preferences as defined in 34 TAC §20.38 (check any that are applicable) (__) Supplies, materials, equipment, or services produced in TX/ offered by TX bidders (__) Agricultural products produced or grown in TX (__) Agricultural products and services offered by TX bidders (__) 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 THIS SHEET MUST BE COMPLETED, SIGNED, AND RETURNED WITH PROPOSER’S PROPOSAL. FAILURE TO SIGN AND RETURN THIS SHEET WILL RESULT IN THE REJECTION OF YOUR PROPOSAL. https://texreg.sos.state.tx.us/public/readtac$ext.ViewTAC?tac_view=4&ti=34&pt=1&ch=20