HomeMy WebLinkAboutResolution - 2017-R0264 - State Of Texas P-Card - 08_10_2017Resolution No. 2017-R0264
Item No. 6.4
August 10, 2017
RESOLUTION
WHEREAS, the State Comptroller of Public Accounts for the State of Texas (the
"Comptroller"), by and through the request for proposals process, established a Commercial
Charge Card Services Program (the "Program") through the State of Texas Purchasing
Cooperative; and
WHEREAS, the Comptroller entered into Contract 946-M2 (the "Contract") for the State
of Texas with Citibank, N.A. ("Citibank") to provide all services related to the Program, which
said Contract is attached to this Resolution and made a part thereof, and
WHEREAS, the State of Texas, in accordance with Chapter 271 of the Texas Local
Government Code and Sections 2155.202 and 2175.001(1) of the Texas Government Code,
provides a Cooperative Purchasing Program (the "Co-op") to certain eligible members to
participate in the State's purchasing processes; and
WHEREAS, the City of Lubbock (the "City") is an eligible member of the Co-op and is
able to participate in the Program and the Contract; and
WHEREAS, the City Council finds that it is in the best interest in the proper and efficient
administration of City business and it is cost effective for the City to participate in the Program;
and
WHEREAS, by participating in the Program, the City shall abide by all the terms and
conditions of the Contract; NOW THEREFORE:
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the City Council of the City of Lubbock does hereby direct and authorize the City
Manager to any action to effectuate the participation of the City in the Program in a form or
manner as approved by the City Attorney.
Passed by the City Council on the 1 Oth day of _ August , 2017.
DANIEL M. POPE, M YOR
ATTEST;
Re cca Garza, City Secret
RL-S,Citibank Purchasing Card Program
(7-27-17)
APPROVED AS TO CONTENT:
D. B u Kostofich, Chief Financial Officer
APPROVED AS TO FORM:
Amy L. 1 DepvKy orney
RGS,Citibank Purchasing Card Program
(7-27-17)
Resolution No. 2017-RO264
TEXAS COMPTROLLER OF PUBLIC ACCOUNTS
STATEWIDE PROCUREMENT DIVISION
REQUEST FOR PROPOSAL
Commercial Charge Card Services
RFP No. 304T-17-946M2
NIGP CLASS ITEMS
946-35
946-70
Respondent must submit its Proposal to CPA in accordance with the due date and time indicated in
the schedule below.
Event Date
Posting Date: December 7, 2016
Deadline for Submitting Questions: December 14, 2016
Official Response to Questions: December 21, 2016
Proposal Due Date: January 9, 2017
Proposal Due Time: 1:30 pm (Central Time)
CPA reserves the right to revise this schedule or any portion of this RFP by published Addendum on
the ESBD.
**NOTE** This RFP is composed of two parts: (1) Part A: Special Instructions, (including attachments
and appendices, if any) and (2) Part B: General Instructions and Contract Terms and Conditions
(including attachments and appendices, if any). In the event an instruction or term in Part A conflicts
with an instruction or term in Part B, the instruction or term in Part A prevails, and any addenda or
amendments to either Part A or Part B control over the original versions.
RFP No. 304T-17-946M2
Page Al
RESPONSE SUBMISSION CHECKLIST
IMPORTANT:
RESPONDENTS MUST ADDRESS ALL INQUIRIES AND COMMUNICATIONS CONCERNING THIS RFP TO
THE INDIVIDUAL LISTED IN SECTION A.10.3 — POINT -OF -CONTACT.
COMMUNICATIONS WITH ANYONE OTHER THAN THE POINT -OF -CONTACT MAY RESULT IN
DISQUALIFICATION OF A RESPONSE.
Please read all instructions, documentation, and requirements contained within this RFP.
Reference Section A.15 — Organization of the Proposal for Submission.
CPA will disqualify any response received without the required documentation identified below.
❑ EXECUTION OF PROPOSAL — ATTACHMENT A
❑ MANDATORY PRICE SHEET —ATTACHMENT D: Submit electronically in the original format.
CPA may disqualify any Response received without the required documentation identified below.
❑ IDENTIFICATION OF CLAIMED CONFIDENTIAL/PROPRIETARY INFORMATION, If any
❑ RESPONDENT INFORMATION FORM —ATTACHMENT B
❑ PREFERENCES — ATTACHMENT C
❑ IDENTIFICATION OF ALL EXCEPTIONS AND ASSUMPTIONS to terms of this RFP or Contract (if any)
❑ CONFLICT OF INTEREST DISCLOSURE (if applicable)
❑ INSURANCE — Statement of Intent — Reference Section A.5
❑ 2015 SSAE 16 SOC 2 TYPE II AUDIT REPORT — Reference Section A.6.2.11.8.1
❑ 2015 SYSTEM SECURITY REVIEW/AUDIT PENETRATION TEST — Reference Section A.6.2.11.8.2
❑ PROPOSED SOLUTIONS — Reference Section A.15.9
❑ FINANCIAL RESOURCES AND ABILITY TO PERFORM
Documentation that demonstrates Contractor's financial responsibility/stability
❑ SIGNED COPIES OF ALL ADDENDA to this RFP (if any)
Reference Section A.15 and Section A.16 for Submission Requirements
RESPONDENT MUST SUBMIT THE MANDATORY PRICE SHEET ELECTRONICALLY IN THE ORIGINAL
FORMAT.
Respondent must submit an electronic response to the following e-mail address:
tpass.ebids@cpa.texas.gov.
CPA recommends beginning the process well in advance of 1:30 pm Central Time on the due date.
RFP No 304T-17-946M2
Page A2
PART A: SPECIAL INSTRUCTIONS
Table of Contents
A.1 DEFINITIONS.........................................................................................................................................................4
A.2 DESCRIPTION........................................................................................................................................................6
A.3 TERM OF THE CONTRACT................................................................................................................................
7
A.4 PRICING..................................................................................................................................................................
7
AAA REBATE CALCULATIONS...............................................................................................................................................
7
A.5 CONTRACTOR'S COMMERCIAL INSURANCE REQUIREMENTS...........................................................
8
A.6 REQUIREMENTS AND SPECIFICATIONS....................................................................................................
10
A.6.1 CAPABILITY.............................................................................................................................................................10
A.6.2 TECHNICAL REQUIREMENTS.......................................................................................................................................
10
A.6.3 CONTRACT TRANSITION............................................................................................................................................
19
A.6.4 MINIMUM SERVICE REQUIREMENTS............................................................................................................................
19
A.6.5 ACCOUNTTYPES......................................................................................................................................................23
A.6.6 CARD FORMAT AND DESIGN......................................................................................................................................
25
A.6.7 APPLICATIONS.........................................................................................................................................................25
A.6.8 CARD ISSUANCE, RENEWAL AND ADMINISTRATION.........................................................................................................
26
A.6.9 CONTROLS AND RESTRICTIONS...................................................................................................................................
26
A.6.10 QUALITY OF COMPREHENSIVE TRAINING PROGRAM.......................................................................................................
27
A.6.11 PROGRAM IMPLEMENTATION.....................................................................................................................................
27
A.6.12 EMERGENCY CARD REPLACEMENT...............................................................................................................................
28
A.6.13 CANCELLATION OF CARDS..........................................................................................................................................
28
A.6.14 THIRD PARTY AUDITS...............................................................................................................................................
28
A.6.15 OWNERSHIP OF RECORDS AND DATA...........................................................................................................................
28
A.6.16 CUSTOMER IDENTIFICATION AND VERIFICATION.............................................................................................................
29
A.6.17 CONTINGENCY PLAN.................................................................................................................................................
29
A.6.18 CONTRACT VOLUME.................................................................................................................................................
29
A.7 DELIVERY OF CARDS.......................................................................................................................................
29
A.8 REPORTING REQUIREMENTS........................................................................................................................
29
A.9 PAYMENT AND BILLING..................................................................................................................................
31
A.9.1 PAYMENT...............................................................................................................................................................31
A.9.2 BILLING..................................................................................................................................................................32
A.10 PROPOSALINFORMATION.............................................................................................................................33
A.10.1 ADDENDUM...........................................................................................................................................................
33
A.10.2 QUESTIONS............................................................................................................................................................
33
A.10.3 POINT-OF-CONTACT.................................................................................................................................................33
A.10.4 DOCUMENTS AND ATTACHMENTS INCLUDED WITH THIS RFP............................................................................................
34
A.11 HUB SUBCONTRACTING PLAN — REFERENCE PART B; SECTION B.2.3............................................
34
A.12 DISCLOSURE OF INTERESTED PARTIES....................................................................................................
35
A.13 EVALUATION OF PROPOSALS.......................................................................................................................35
A.13.1 EVALUATION CRITERIA..............................................................................................................................................
35
A.14 AWARD PROCESS...............................................................................................................................................36
A.15 ORGANIZATION OF THE PROPOSAL FOR SUBMISSION........................................................................
36
A.15.1 CONFIDENTIAL/PROPRIETARY INFORMATION.................................................................................................................
37
A.15.2 EXECUTION OF PROPOSAL —ATTACHMENT A................................................................................................................
37
A.15.3 RESPONDENT INFORMATION FORM —ATTACHMENT B....................................................................................................
37
A.15.4 PREFERENCES — ATTACH MENT C.................................................................................................................................37
RFP No. 304T-17-946M2
Page A3
A.15.5
MANDATORY PRICE SHEET -ATTACHMENT D...............................................................................................................
37
A.15.6
ASSUMPTIONS AND EXCEPTIONS.................................................................................................................................
38
A.15.7
CONFLICT OF INTEREST DISCLOSURE............................................................................................................................
38
A.15.8
INSURANCE.............................................................................................................................................................
39
A.15.9
PROPOSED SOLUTIONS.............................................................................................................................................
39
A.15.10
FINANCIAL RESOURCES AND ABILITY TO PERFORM..........................................................................................................
42
A.15.11
RESPONDENTS PAST PERFORMANCE...........................................................................................................................
42
A.15.12
SIGNED ADDENDA TO RFP........................................................................................................................................
43
A.16 SUBMITTING THE PROPOSAL TO CPA........................................................................................................ 43
A.16.1 ELECTRONIC SUBMISSION..........................................................................................................................................43
A.1 DEFINITIONS
When capitalized, the following terms and acronyms have the meaning set forth below. All other
terms have the meaning set forth in Merriam-Webster's Collegiate Dictionary, Eleventh Edition.
These definitions also apply to Part B of this RFP.
TERM
DEFINITION
Authorized VCA
An eligible Customer employee designated by Customer's Program
User
Administrator to request the issuance of a Transaction Account Number for use
in Customer's Virtual Card Account Program.
Central Billed
An account to which official state business charges or reimbursable official state
Account (CBA)
business travel charges may be charged, that bills directly to Customer. Charges
to a CBA are the responsibility of Customer.
Company
An "umbrella" number that defines a distinct group of card members within an
Number
organization and is assigned by Contractor. All card numbers are organized into
company numbers.
Contract
Any Contract(s) resulting from this solicitation, consisting of the Contract
documentation as provided in Section B.3.4. Note: There is no guarantee that
any Contract will result from this solicitation.
Contractor
The Respondent(s) awarded a Contract as a result of the RFP.
Cooperative
A program to provide purchasing services to Customers such as local
Purchasing
governments (municipalities, counties, independent school districts), special
(CO-OP)
districts, MHMR community centers, Assistance organizations, etc. through CPA,
Program
as defined by Local Government Code Section 271.005, Texas Government Code
2155.202 and 2175.001
Corporate
An account to which reimbursable official state business travel charges may be
Liability
charged, established for a Customer that is issued and billed to an authorized
Individual Billed
individual/employee or department. Charges to a CLIBA are the responsibility of
Account (CLIBA)
the state agency or institution of higher education.
Credit Loss
A canceled account with an unpaid balance determined to be uncollected by
Contractor.
Customer
State of Texas agencies, institutions of higher education, and cooperative
purchasing members, including but not limited to CPA, that are required or
permitted by law to purchase goods and services under contracts established by
CPA. The requirements and eligibility of any given state agency, institution of
higher education or other entity to purchase goods and services under
Contracts established by CPA are subject to exceptions, restrictions, and change
in accordance with applicable current or subsequent law and regulation.
RFP No. 304T-17-946M2
Page A4
TERM
DEFINITION
Purchasing restrictions include, but are not limited to, requirement for certain
entities to purchase goods and services from Community Rehabilitation
Programs as set forth in Texas Human Resources Code, Chapter 122.
ESBD
The Electronic State Business Daily, which is available online at
http://esbd.cpa.state.tx.usz
Fiscal Year
Accounting year used for government accounting purposes; the State of Texas
uses the period starting with the month of September through August of the
next calendar year.
Historically
(A) Is a for -profit entity that has not exceeded the size standards prescribed by
Underutilized
34 TAC § 20.23, and has its principal place of business in Texas, and
Business (HUB)
(B) Is at least 51 percent owned by an Asian Pacific American, Black American,
Hispanic American, Native American, American woman, and/or Service
Disabled Veteran, who resides in Texas and actively participates in the
control, operations and management of the entity's affairs.
Individual Billed
An account assigned to a state agency or institution of higher education
Account (IBA)
employee to which only official state business travel charges can be charged,
and the individual assumes liability for all charges.
Institution of
A university system or an institution of higher education as defined by Section
Higher
61.003, Texas Education Code. (Texas Government Code, Title 10, Section
Education
2151.055)
Official State
The travel undertaken by a participating entity official or employee to conduct
Business Travel
official business or to represent the entity in an official capacity when travel is
paid by the Customer entity or employee.
Program
Customer's employee who administers the internal card program(s) for
Administrator
Customer.
(PA)
Proposal
A response submitted to CPA as a result of this solicitation. Note: A Proposal
constitutes a binding offer by Respondent. Any response to this RFP that
includes any type of disclaimer or other statement indicating that the
response does not constitute a binding offer will be disqualified.
Rebate
The percentage of money earned by a Customer when using a payment card as
a method of payment. The Rebate returns a set portion of the fee paid by the
merchant when the merchant accepts a payment card as a method of payment.
This charge is included in the price of the goods and services, regardless of the
method of payment.
Respondent
Any person or vendor who submits a Proposal in response to this solicitation.
Unless the context clearly indicates otherwise, all terms and conditions of this
Contract that refer to "Respondent" apply with equal force to Contractor.
RFP
Request for Proposals, which is the type of solicitation embodied in this
document.
Retail Spending
Charges made at a merchant that is not classified as a provider of travel
services.
State Agency
A department, commission, board, office, or other agency in the executive
branch of state government created by the constitution or state statute. (Texas
Government Code Title 10, Section 2151.002)
State Employee
A person employed by a state agency, including an elected state official, or an
appointed state official.
RFP No 304T-17-946M2
Page A5
TERM
DEFINITION
Strip Billing
Removing certain types of charges from an individual corporate account and
placing them on a central billing account.
TAC
The Texas Administrative Code.
Transaction
A unique number that an Authorized VCA User may request that is associated
Account Number
with a Virtual Card Account set up by a designated Program Administrator. An
Authorized VCA User can provide a Transaction Account Number to a merchant
for the purpose of completing one transaction.
Travel Service
Services of airlines, rental vehicle companies, lodging establishments,
restaurants, travel agencies, and other related travel industry establishments.
Virtual Card
One time use cardless account number set up by Customer's Program
Account (VCA)
Administrator(s) that allows Authorized VCA Users to request the issuance of
unique Transaction Account Numbers to settle transactions with merchants.
A.2 DESCRIPTION
The Statewide Procurement Division (SPD), a division of the Texas Comptroller of Public Accounts
(CPA), an agency of the State of Texas, requests sealed Proposals to provide practical and cost
effective business models that serves the State's needs for Commercial Charge Card Services for
procurement and travel purchases, and related services.
The estimated total dollar volume that will pass through this Contract including all renewal terms is
$4.5 billion. This is based on historical spend for fiscal year 2015 of $820 million.
Customers for the CPA term Contracts are State of Texas Agencies, Higher Education and Cooperative
Purchasing (CO-OP) Program Members.
Volume is expected to increase significantly above current estimates since local governments
participating in the State of Texas CO-OP Program will be strongly encouraged to utilize any Contract
that results from this solicitation. Currently, CPA has approximately 1600 members in the CO-OP
Program who are eligible to obtain services through this contract.
There are two unique programs: a procurement purchases program and a travel program, as
described below. Respondent's proposal should also include a "one card" solution, allowing entities
to request and receive cards which fit into either program by virtue of how the hierarchy and controls
are established for the cards.
Procurement Purchases: The charge card for procurement purchases provides Customers with a
method of payment for materials, equipment, supplies and services within established spending
limits, in accordance with the requirements of Texas statutes and delegated purchasing authority.
Users include state agencies, institutions of higher education, and members of the CO-OP Program.
During fiscal year 2015, all state agencies, institutions of higher education and 391 CO-OP Program
members participated. The estimated total number of payment cards for procurement purchases
issued in fiscal year 2015 for use by all Customers was more than 48,000; with an annual spend of
$600 million.
Travel: The charge card for travel purchases provides designated persons traveling on official State
Business with a method of payment for airfare, hotels, rental cars, and food expenses incurred.
RFP No, 304T-17-946M2
Page A6
During fiscal year 2015, all state agencies, institutions of higher education, and 138 travel -eligible
members, as defined by Texas Gov. Code Section 2171.055, of the CO-OP Program participated. The
estimated total number of payment cards for travel purchases issued in fiscal year 2015 for use by all
Customers was more than 73,000; with an annual spend of $220 million.
A.3 TERM OF THE CONTRACT
The Contract commences upon the issuance of a Notice of Award by CPA and shall automatically
expire on August 31, 2019.
3 one-year periods for renewal will be at CPA's sole option.
1s' Renewal Option: September 1, 2019 —August 31, 2020
2"d Renewal Option: September 1, 2020 —August 31, 2021
3rd Renewal Option: September 1, 2021—August 31, 2022
The Contract may be extended for 6 months following the last period of renewal or for such
additional time as CPA deems necessary to secure and transition to a new contract. See Section A.6.3
for additional contract transition requirements.
A.4 PRICING
All services must be provided at no cost to CPA or Customers. Proposed rebates or discounts offered
to the State in the Mandatory Price Sheet (Attachment D) may be considered Respondent's most
favored customer pricing; however, CPA reserves the right to negotiate pricing. In the event that
Contractor offers or provides a decrease in price or an increase in discount to its customers for the
same commodities or services, under the same terms and conditions, provided for the State of Texas
pursuant to its Contract, Contractor must provide the same decrease in price or increase in discount
for the State of Texas.
A.4.1 Rebate Calculations
A.4.1.1 Contractor shall remit semi-annual payments to each Customer based on the State's fiscal
year in the form of a Rebate. The rebate shall be based on the total spend dollars as
posted for all card programs and timeliness of payment. The total spend dollars for a
Customer is spend less any returns, credits, and cash advances.
Below is an example of a semi-annual rebate calculation:
Semi-annual Charge
Volume
Average
Transaction Size
Rebate Basis Points
Total Semi -Annual Rebate
Payments from Contractor
$425,000,000
$200
150
$6,375,000
A.4.1.2 The first day for calculating the rebate for any period of days is defined as the first
calendar day after the statement is fully available online in Contractor's system for
customers to review.
A.4.1.3 The Rebate period shall be calculated on a 6 month basis with cycle close dates on
September 3rd and February 3rd of each such fiscal year.
RFP No. 304T-17-946M2
Page A7
A.4.1.4 Customer's qualifying spend calculations for each fiscal year shall be determined on
October 14th and March 14th of the fiscal year (40 days payment posting after the
September 3 and February 3 cycle close dates for the fiscal year). Contractor will have
60 days to calculate and distribute the Rebates. Contractor shall deliver the Rebate on or
before December 13th and June 13th of each fiscal year. If late, Contractor shall pay
interest to each Customer at the rate set forth in the Texas Prompt Payment Act,
Government Code 2251.025. If an undisputed Rebate becomes more than 90 days
overdue, CPA may terminate the Contract for cause.
A.4.1.6 Each Rebate payment made by Contractor shall be accompanied by a report detailing the
calculations used to determine the amount of the payment.
A.4.1.7 Contractor shall provide a method for Customer to verify Rebate calculations.
A.4.1.8 Rebate paid to Customer is net of any Credit Losses and upon contract termination, net
of the full outstanding 91 days past due amounts from Customer.
A.4.1.8 Credit Loss amounts are only to be deducted from Customer rebates in the respective
fiscal year incurred, and not deducted from a Customer's total qualifying spend amount.
A.4.1.9 Credit Loss amounts that are recovered by Contractor must be added back to the
calculation of the Customer's next semi-annual rebate payment.
A.4.1.10 Rebates for IBAs will be paid to Customer, not an individual cardholder.
A.5 CONTRACTOR'S COMMERCIAL INSURANCE REQUIREMENTS
In its Proposal, Respondent must provide a statement of its intent to obtain and maintain for the
term of the Contract (and any renewal periods or additional extensions) the minimum insurance
coverage specified. Respondent should also describe other insurance coverage maintained by
Respondent in the ordinary course of business and provide proof of same in its Proposal. Proof of
insurance may be provided in the form of current certificates of insurance.
The awarded Contractor is required, within five (5) business days of Notice of Award, to provide CPA
with current certificates of insurance or other proof acceptable to CPA. Failure to submit acceptable
proof of insurance within such time period may result in CPA's revocation of the award. Contractor
shall maintain the required insurance during the initial term and any renewal period exercised.
Contractor is responsible for ensuring its subcontractors' compliance with all insurance requirements.
Minimum Required Amounts of Insurance Coverage
Type of Insurance
Each Occurrence/Aggregate
Workers' Compensation
Statutory Limits
Employer's Liability
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
RFP No. 304T-17-946M2
Page A8
Minimum Required Amounts of Insurance Coverage
Type of Insurance
Each Occurrence/Aggregate
Commercial General Liability
Bodily Injury and Property Damage
(occurrence based)
$1,000,000 Each Occurrence Limit
$2,000,000 Aggregate Limit
$2,000,000 Products/ Completed
Operations Aggregate Limit
$1,000,000 Personal Injury and
Advertising Liability
Umbrella/Excess Liability
$1,000,000 Per Occurrence
Additional Insurance
Additional insurance may be required
by Customer depending on Customer's
particular circumstances. Customer will
identify this insurance when placing a
Purchase Order.
All required insurance coverage must be issued from a company or companies with a Financial
Strength Rating of "A" or better from A.M. Best Company, Inc.
All insurance policies for required coverage must be issued by companies authorized to do business
under the laws of the State of Texas and in a form satisfactory to CPA. All required insurance
contracts must:
(1) be written on a primary and non-contributory basis with any other insurance coverages
Respondent currently has in place; and
(2) include a Waiver of Subrogation Clause.
All certificates of insurance for required coverage other than workers compensation and professional
liability must name CPA as additional insureds.
Contractor shall:
(1) provide written notice to CPA's Statewide Contract Management (SCM) by e-mail at
tpass cmo@cpa.texas.gov and by U.S. First Class Mail to Comptroller of Public Accounts,
Attn: Statewide Contract Management (SCM), P.O. Box 13186, Austin, TX 78711-3186 at
least 30 calendar days prior to any cancellation, non -renewal, or material change of a
required policy;
(2) ensure all insurance policies and certificates of insurance for required coverage are
written to include all products, services, and locations related to Contractor's performance
under the Contract; and
(3) deliver all renewal policies at least 10 calendar days prior to any expiration of a required
policy to SCM by e-mail at tpass cmo@cpa.texas.gov and by U.S. First Class Mail to
Comptroller of Public Accounts, Attn: Statewide Contract Management (SCM), P.O. Box
13186, Austin, TX 78711-3186. All renewal policies and corresponding certificates of
insurance must meet all terms set forth in the Contract.
RFPNo 304T-17-946M2
Page A9
Contractor must ensure that all provisions of the Contract concerning liability, duty, and standard of
care, together with the indemnification provision, are underwritten by contractual liability coverage
sufficient to include Contractor's obligations under the Contract.
A.6 REQUIREMENTS AND SPECIFICATIONS
Services provided shall include, but are not limited to, the requirements contained herein. Services
set forth that contain the words "must" or "shall" are mandatory and must be provided as specified
with no alteration, modification, or exception. CPA reserves the right to waive minor technicalities.
A.6.1 Capability
Respondent must meet the following minimum qualifications:
A.6.1.1 have a minimum of 5 full years as a commercial charge card supplier for procurement or
travel purchases.
A.6.1.2 have a minimum of 50 large institutional customers, including both public and private
sector clients, with a minimum dollar amount of 5 million dollars annual spend each.
A.6.1.3 offer a major card product such as MasterCard or Visa with world-wide merchant
acceptance.
A.6.2 Technical Requirements
Contractor shall provide a secure single point of entry, online, real time, web -based card
management tool services ("Program System") at no charge to the State that provides the ability to
reconcile accounts and feed transaction data into Customer's electronic expense accounting tools.
Program System shall have the ability to transmit transaction data electronically to travel
management companies, provide e-receipts for purchases and detect and electronically notify
cardholders and Program Administrators of suspected fraudulent or inappropriate transactions.
A.6.2.1 Contractor shall provide all software, including integration tools, necessary to integrate
new card information for procurement and travel purchases with existing systems.
Software shall interface with current programs used by Customers. All software, software
upgrades and software revisions shall be provided at no charge.
A.6.2.2 All data belongs to the State and/or Customers.
A.6.2.3 Program System must have sufficient capacity for cardholders and Program Administrators
to efficiently download statements and activity. CPA anticipates approximately 3.9 million
transactions in a fiscal year and 21.5 million transactions for the entire contract, including
all renewal terms. Respondent must validate that its Program System has the capacity to
meet these requirements without interruption or system breakdown.
A.6.2.4 Program System shall have 24 hours/7 days/week availability with scheduled downtimes
only for upgrades and maintenance. All such upgrades must be announced in writing at
least 10 working days prior to implementation of any change, and limited to early morning
hours (12 — 6:30 am Central Time) or evening hours (7-11:59 pm Central Time) and/or
RIP No, 304T-17-946M2
Page A10
non -business days when feasible, not to exceed 2 hours during any 24 hour period during
Monday to Friday (excluding Federal and State holidays). Program System downtime in
excess of 2 hours during any 24 hour period during Monday to Friday (excluding Federal
and State holidays), during the contract term, may result in the assessment of
liquidated damages as set forth in the Schedule of Liquidated Damages (Attachment Q.
A.6.2.4.1 Change management of the application must be conducted using separate
development servers and incorporate system testing prior to movement of the
proposed change to the production environment.
A.6.2.4.2 In the event of a critical upgrade suddenly issued, Contractor shall notify CPA
immediately and provide steps taken to address any loss of major functionality to
Customers.
A.6.2.4.2.1 Loss of major functionality to Customers include, but are not limited to:
-duplicate transactions
-file transfer errors
-file format errors
-any changes to the import process for file feeds
-user interface changes
A.6.2.4.2.2 Contractor will use commercially reasonable efforts to adapt, re -configure or re-
program, as applicable, in order to correct in a timely fashion any upgrades/
maintenance that lead to major functionality impairments to Customers.
A.6.2.4.2.3 In the event that Contractor fails or is unable to restore full Program System
functionality within 2 hours during Monday to Friday (excluding Federal and State
holidays), Contractor shall:
- notify CPA immediately;
- use commercially reasonable efforts to develop in a timely fashion procedures or
routines, for use by Customers, which, when employed in the regular operation of,
or access to, the Program System, will avoid or substantially diminish the practical
adverse effects of the loss of major functionality to the Program System.
Failure to do both above mentioned actions may result in the assessment of
liquidated damages as set forth in the Schedule of Liquidated Damages
(Attachment E), or termination of Contract.
A.6.2.5 The data captured at Point of Sale (POS) shall be the lowest level of data available which
includes transaction data, posting data, name of merchant, city and state of merchant,
total amount of transaction, reference number and merchant category code.
A.6.2.6 Contractor shall ensure that data files that are corrupted, lost, or destroyed can be
recreated.
A.6.2.7 Transactional level historical data must be available to Customers and CPA for a minimum
of 36 months at all times during the contract term.
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A.6.2.8 Program System must be able to assist Customers in meeting the following federal
requirement:
• Compliance with Office of Foreign Assets Control (OFAC) and Export Administration
Regulations (EAR) and other federal restricted lists.
A.6.2.9 Program System must be able to integrate and/or be compatible with Peoplesoft financial
systems.
A.6.2.10 Program System must be able to produce the following reports, at a minimum:
a. Card Program Management (Customers and CPA):
1. Account listing of Individual Billed Accounts by Cardholder Last Name, Customer,
Account Number, Anniversary Date, and 12 month payment history
2. Account listing of Individual Billed Accounts by Cardholder Last Name, Customer,
Account Number, Anniversary Date and 12 month payment history
3. Cardholder activity report including: current charges and credits, previous
balance, new charges and credits and current outstanding balance.
4. Individual Billed Accounts charge activity, identifying expenses by travel
establishment category, with current period and year-to-date totals
5. Report of Possible Split Charges by date range, day or department
6. Taxes charged reports by cardholder, date range and dollar amount.
b. Contract Monitoring (CPA only)
1. Quarterly Program Summary Report, to include at a minimum: number of inactive
cardholders, number of active cardholders, number of new cardholders, number
of closed accounts, number of terminated cardholders, number of lost and
reissued cardholders, active cards (by Customer and by smaller hierarchy levels),
number of merchant overrides (by Customer and by smaller hierarchy levels)
2. Account listing of centrally billed accounts by Customer
3. Customer activity report listing: all credits, charges to Central Billed Accounts and
balances, charges to Individual Billed Accounts and balances.
4. Retail spending report by Customer reflecting only retail type charges listed, by
Individual Billed Accounts
5. Statewide activity reports by Customer
c. State Travel Management Program Reports (CPA only):
1. Statewide activity reports by Customer
2. Statewide Travel Analysis Report by travel establishment industry (i.e. airline,
lodging, car rental, etc.) and location, with the number of transactions and
amount of expenditures for each
3. Statewide Travel Analysis Report by Customer and by travel
establishment/industry location, with the number of transactions and amount of
expenditures for each
4. Statewide and Customer Exception Reports indicating Customers deviations from
travel reimbursement policies of the State
5. Quarterly statewide airline analysis by city -pairs
6. Statewide airline spending analysis report by airline carriers
7. Statewide rental car spending analysis report by rental car vendors
8. Statewide rental car spending analysis report by city, state, and country
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9. Statewide lodging establishment spending analysis report by lodging
establishments
10. Statewide lodging establishment spending analysis report by city, state and
country
11. Statewide and Customer Analysis Reports (in detailed or summary format) to
include: Merchant, Merchant Category Code, Location, Number of Transactions
and Expenditures, Cardholder Name and Cardholder Account Number
A.6.2.11 Security Requirements
Contractor must comply with all state and federal laws and regulations regarding
confidentiality, privacy and security pertaining to Customer's confidential information.
Contractor represents and warrants that it will employ safeguards to ensure the
confidentiality, integrity and availability of Customer information and shall limit the
sharing of information based on need to know. Contractor must adhere to the following
security requirements:
A.6.2.11.1 Contractor shall, at a minimum, meet Payment Card Industry (PCI) Data Security
Standards, as commercially applicable.
A.6.2.11.2 CPA anticipates that Contractor's systems will store personal identifying information
and sensitive personal information, as well as Customer financial and procurement
information. The sensitive nature of this information requires CPA to implement
additional security controls. For this reason, Contractor shall physically maintain all
systems that store Customer information (i.e. data) including all call centers, backup
facilities and other sites which store Customer data (i.e. primary and backup data) in a
secure facility or facilities located within the continental United States. Contractor
personnel access to these systems and the information contained therein shall be
restricted to Contractor personnel who are located in the United States, and shall be in
accordance with the requirements provided in Section A.6.2.11.7 Identification and
Access Controls for Program System, and Section A.6.2.11.10 Personnel Security.
These restrictions apply to the locations where data is stored and Contractor
personnel accessing the data. CPA recognizes that transactions will occur around the
world and data must therefore travel over foreign networks. As a result, authorized
Customer users located outside of the continental United States (such as cardholders
and Program Administrators) shall have role -based access to data and full
functionality, with appropriate levels of security necessary to protect the interests
of the State and its employees. Contractor shall ensure access point(s) to
information systems processing or storing Customer data is within the continental
United States.
A.6.2.11.3 Contractor is responsible for monitoring, updating and maintaining compliance with
the requirements and regulations in this Contract, including A.6.2.11.
A.6.2.11.4 Customers may require a higher level of security including, but not limited to,
personnel and physical security requirements (e.g. a higher level of security
clearance may be required for Contractor's employees with access to sensitive
Customer systems, such as additional background checks). If additional security is
required, Customer will specify further requirements during implementation.
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A.6.2.11.5 Security Plan: Contractor shall provide a plan that describes its security program and
how Contractor shall satisfy the security requirements as identified in this section,
including how improved security -related processes and technologies are to be
incorporated into the master Contract as they become commercially available.
A.6.2.11.5.1 The plan shall include annual security reviews to assess the security controls of
the information system(s) and its environment. The annual security
assessment shall determine the extent to which the controls of the information
systems utilized by Contractor to receive, process, transmit, or store Customer
information are:
• implemented correctly;
• operating as intended;
• producing the desired outcome with respect to meeting established
security requirements;
• protected from unauthorized alteration, disclosure, or misuse of
information processed, stored, or transmitted;
• maintaining continuity of support for Customer programs and functions;
• incorporating management, operational, and technical controls sufficient to
provide cost-effective assurance of the system's integrity and accuracy;
• employing appropriate technical, personnel, administrative, environmental,
and access safeguards; and
• documented in written procedures that include notifying CPA of any and all
vulnerabilities found.
At a minimum, the security plan shall describe the following:
• organizational security roles;
• physical security of contractor systems;
• risk assessment procedures;
• maintenance and testing of security systems;
• business continuity and disaster recovery procedures;
• security monitoring procedures, including vulnerability management;
• procedures and timeframes for resolving security deficiencies;
• procedures for the prevention of and response to security breaches; and
• include a designated contact for security related issues.
A.6.2.11.5.2 Contractor shall submit quarterly security and fraud management reports to
Statewide Contract Management beginning the 15th calendar day of the
next fiscal year quarter. CPA's Information Security Division will review these
reports and monitor the effectiveness of Contractor's security practices. Based
on the frequency, nature and seriousness of security breaches and fraud
incidents, CPA will take action as appropriate.
A.6.2.11.5.3 Contractor's security plan shall describe the process for reacting to
fraudulent or questionable activity and security breaches including, but not
limited to, the following:
• immediately notifying Program Administrators and cardholders when
their accounts are compromised;
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• assigning new account numbers to accounts that are compromised;
• providing additional monitoring for accounts that are known to have been
compromised; and
• regardless of impact to CPA and/or Customers, Contractor shall
immediately notify Statewide Contract Management of any security
breach or fraud incident that Contractor experiences.
A.6.2.11.5.4 Contractor shall protect the confidentiality, integrity, and availability of all
information and information systems involved in the operation of the State's
card programs. The databases and information processing systems containing
Customer information shall have sufficient security measures to protect against
deliberate or inadvertent loss, degradation, alteration, release, or damage of
information. To ensure sufficient protection is in place, Contractor shall
encrypt data in transit and data at rest, including backup data. Encryption shall
be FIPS 140-2 compliant. Contractor shall be held responsible for any misuse or
fraud resulting in information mistakenly released by Contractor. This plan
will be included in any resulting Contract for Contractor compliance.
A.6.2.11.6 Masking Sensitive Data: Unless otherwise specified by Customer, Contractor shall
mask all sensitive cardholder data on reports, statements, invoices, master files and
other applicable areas on which it appears (e.g. the Social Security Number 123-45-
6789 would appear as xxx-xx-6789). Sensitive cardholder data includes, but is not
limited to, social security numbers and account numbers.
A.6.2.11.7 Identification and Access Controls for Program System: Contractor shall provide
measures to enforce access control to the Program System. Contractor shall limit
access using role -based access control (RBAC). RBAC shall define individual access
detail for all roles and be based on least privilege and need -to -know. The Program
System shall use identification and authorization data to determine user access to
information. The Program System shall be able to define and control access between
subjects and objects. The enforcement mechanism (e.g. self/group public controls,
access control lists and roles) shall allow Customer's Program Administrator(s) to
specify and control sharing of those objects by other users, or defined groups of users,
or both, and shall provide controls to limit access rights to the system. The
discretionary access control mechanism shall, either by explicit user action or by
default, provide that objects are protected from unauthorized access. These access
controls shall be capable of including or excluding access to the granularity of a single
user and to limited data for that user. Access permission to an object by users not
already possessing access permission shall be assigned only by Customer's
Program Administrators.
A.6.2.11.7.1 To ensure access control, the Program System shall, at a minimum:
• include a mechanism to require users to uniquely identify themselves to the
system before beginning to perform any other actions that the system is
expected to mediate;
• have random generation of unique passwords;
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• require passwords to be complex: a minimum of eight characters in length
and contain at least three characters from the following list:
o Uppercase characters (A through Z),
o Lowercase characters (a through z),
o Base-10 digits (0 through 9)
o Non -alphanumeric characters (e.g.
• be able to maintain authentication data that includes information for
verifying the claimed identity of individual users (e.g. passwords)
• protect authentication data so that it cannot be accessed by any
unauthorized user;
• be able to enforce individual accountability by providing the capability to
uniquely identify each individual Program System user; and
• send alerts when attempts are made to guess the authentication data
either inadvertently or deliberately.
A.6.2.11.7.2 In addition, Contractor shall implement protections for remote access by its
employees to cardholders' personally identifiable information. Contractor
shall, at a minimum:
• implement National Institute of Standards and Technology (NIST)
Publication 800-53 rev.4 security controls requiring authenticated, virtual
private network (VPN) connection;
• implement security controls for the transmission of and remote access to
personal information;
• encrypt all data in transit and at rest on mobile devices;
• allow remote access only with two -factor authentication where one of the
factors is provided by a device separate from the computer gaining access;
• use a "time-out" function for remote access and mobile devices requiring
user re -authentication after 30 minutes of inactivity; and
• log all computer -readable data extracts from databases holding sensitive
information and verify each extract including sensitive data has been
erased within 90 days or its use is still required.
A.6.2.11.8 System Security Reviews and Audits: The Program System will be subject to security
reviews, as required by CPA, before and throughout the period of performance. The
Contractor shall provide complete information and access to CPA, as required, to
facilitate these reviews. Reviews include, but are not limited to the following:
A.6.2.11.8.1 SSAE 16 SOC 2 Type II Audit: CPA requires Contractor to obtain SSAE 16 SOC 2
Type II annual audits of their internal controls and provide the report to
Statewide Contract Management.
A.6.2.11.8.2 Penetration Tests: CPA requires Contractor to obtain annual penetration tests
and provide to Statewide Contract Management a summary of the
results, including a plan of actions and milestones (POAMs) for remediation.
A.6.2.11.8.3 System Audits: In order to test, verify, and continuously monitor security
compliance, CPA reserves the right to perform audits of management,
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operational and technical controls of Contractor's systems annually, or as
required;
Contractor shall comply with changes to security control review, audit and
authorization requirements as they are updated.
A.6.2.11.9 Ability to Audit System Actions: Contractor shall secure its information systems per an
auditable information security framework (e.g. NIST 800-53 rev.4, ISO 27001). The
Program System shall be able to create, maintain and protect from modification,
unauthorized access, or destruction, an audit trail of accesses to the objects it
protects. The audit data shall be protected so that read -access to it is limited to those
who are authorized to have access. The Program System shall be able to record the
following types of events:
• use of identification and authentication mechanisms;
• introduction of objects into a user's account (e.g. filing dispute, requesting limit
increase);
• deletion of objects;
• log onto system;
• log off of system;
• change of password;
• all system administrator commands, while logged on as system administrator;
• switching accounts or running privileged actions from another account (e.g.
Linux/Unix SU, or Windows RUNAS);
• creation or modification of super -user groups;
• subset of security administrator commands, while logged on in the security
administrator role;
• subset of security administrator commands, while logged on in the user role;
• clearing of the audit log file;
• startup and shutdown of the audit functions;
• change of file or user permissions or privileges (e.g. use of suid/guid, chown, su);
• remote access outside of the corporate network communication channels (e.g.
modems, dedicated VPN) and all dial -in access to the system;
• changes made to an application or database by a batch file;
• application -critical record changes;
• changes to database or application records, where the application has been
bypassed to produce the change (via a file or other database utility); and
• all system and data interactions concerning Customer data.
The Program System shall also be able to audit any manual action that result in a
change to system values or settings.
For each recorded event, the audit record shall be able to identify the date and time of
the event, user, type of event and success or failure of the event. For identification
and authentication events, the origin of request (e.g. terminal or user ID) shall be
included in the audit record. For events that introduce an object into a user's address
space and for object deletion events, the audit record shall include the name of the
object and the object's label. Customer's Program Administrator(s) shall be able to
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selectively audit the actions of any one or more users based on individual identity
and/or object label. The audit system shall send alerts whenever a threshold is
reached with respect to an auditing system resource (disk space in audit log volume)
or when auditing has been turned off (either inadvertently or deliberately).
A.6.2.11.10 Personnel Security: To ensure the security of Customer information, Contractor
shall, at a minimum:
• establish and maintain a training program for its personnel in security awareness
and privacy, and provide training to all personnel prior to their having access to
Customer data in the performance of this contract. A copy of Contractor's training
program shall be provided to Statewide Contract Management within 30 calendar
days of contract award.
• require Contractor personnel who have access to Customer data have, at a
minimum, a background investigation that includes a criminal background check;
• represent and warrant that Contractor has not and Contractor's employees have
not been convicted of a felony criminal offense, or that if such a conviction has
occurred Contractor has fully advised CPA as to the facts and circumstances
surrounding the conviction. If awarded the contract, Contractor has a continuing
duty to amend, supplement, or correct this representation and warranty no later
than 10 days after discovering additional information relating to felony criminal
convictions of Contractor or any of its employees. Contractor will not allow any
employee convicted of a felony criminal offense to perform tasks related to the
Contract without such disclosure and express permission from CPA.
• remove access privileges for Contractor personnel for unauthorized, negligent, or
inappropriate and willful actions.
Contractor shall provide verification of compliance with the above personnel
requirements at the request of CPA.
A.6.2.11.11 Privacy and Security Safeguards: Contractor shall ensure confidentiality of data.
Contractor shall follow security principles and practices per NIST SP 800-53 rev. 4 to
protect Customer information in Contractor's infrastructure from disclosure to
unauthorized persons. This protection shall include, but not be limited to, sensitive
information maintained. Contractor shall protect the integrity of Customer data
including, but not limited to the following:
• Contractor shall not publish or disclose in any manner, without CPA's written
consent, the details of any safeguards either designed or developed by Contractor
under this Contract or otherwise provided by CPA;
• To the extent required to carry out a program of inspection to safeguard against
threats and hazards to the security, integrity and confidentiality of Customer data,
Contractor shall afford CPA access to Contractor's facilities, installations, technical
capabilities, operations, documentation, records, and databases; and
• If new or unanticipated threats or hazards are discovered by either CPA or
Contractor, or if existing safeguards have ceased to function, the discoverer shall
immediately bring the situation to the attention of the other party.
A.6.2.11.12 Physical Security: Contractor shall provide physical security to Customer information
including, but not limited, to the following:
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• Customer shall control access to its Customer data housing facilities, equipment,
material and documents by employees and visitors via electronic and/or physical
methods corresponding to the critical nature of the work being performed, or the
sensitive nature of Customer's information being handled. Electronic and physical
methods of security include, but are not limited to guards, intrusion detection
devices, surveillance cameras, lighting and fencing.
• Contractor shall ensure offsite backup and storage of critical program data. Critical
data and information is any data or information that is essential for the restoration
of services and operation in the event of a disaster that impacts Contractor's
facilities or operation.
For a complete reference of recommended security controls, please refer to NIST SP
800-53 rev.4.
A.6.3 Contract Transition
If the State replaces Contractor, Contractor will use "best efforts" and assist CPA to ensure that an
efficient and effective transition takes place. Contractor shall provide such transition assistance at no
charge to CPA or any Customer.
In the event the awarded Contract expires or is terminated for any reason before the end of the
contract period, Contractor shall extend card services for a period up to 180 days or until such time as
services of a new contractor are in effect and implemented, as determined by and at the sole
discretion of CPA.
Contractor shall cooperate fully during the transition period and shall provide the required
information, i.e. historical cardholder account data, Customer names and addresses for billing,
mailing, reports, etc. in a format specified by the State. All terms and conditions during such an
extension period shall remain the same as in effect during the most recent contract term.
Documentation of completion of transition shall be provided by Contractor on a weekly basis if
requested by CPA including, but not limited to, name of Customer that has transitioned, and the
number of accounts terminated or other information required by CPA.
If a Customer who is a CO-OP member chooses to continue business with the expiring Contractor past
the State's transition time period, the expiring Contractor must establish a new contract with
Customer. The expiring Contractor must also issue new cards for Customer and not continue using
the State contract cards.
A.6.4 Minimum Service Requirements
The following terms have the meaning set forth below and apply to this section:
TERM
DEFINITION
Dedicated
Full time employee who does not have any other duties or customers other
than those participating in this Contract.
Designated
Employee who does not have any other duties or customers other than
participating in this Contract, but their primary responsibility is the Customers
under this Contract.
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A.6.4.1 Staffing
The following minimum staffing requirements may be increased at CPA's request as needed:
A.6.4.1.1 Dedicated Account Managers:
• Contractor shall provide a minimum of 3 Dedicated Account Managers to handle
questions and resolve problems that arise.
• Account Managers must be accessible by direct toll -free telephone numbers (no
extensions), fax and email, located in Texas offices and extremely knowledgeable
of all aspects of the State's card programs for procurement and travel purchases.
A minimum of 2 Account Managers from the pool of Dedicated Account Managers
must be available Monday to Friday (excluding Federal and State holidays) from
the core hours of Sam to 5pm Central Time. Each hour that a Dedicated Account
Manager is unavailable in excess of 2 hours in a calendar day, Monday to Friday
(excluding Federal and State holidays) during the core hours of Sam to 5pm Central
Time, may result in the assessment of liquidated damages as set forth in the
Schedule of Liquidated Damages (Attachment Q.
• The Dedicated Account Managers shall also be expected to continually promote
and increase participation in the Contract with the CO-OP Program Members
during the contract period.
• Contractor shall notify CPA, in writing, at least fifteen (15) calendar days prior to
any change of a Dedicated Account Manager. Failure to provide notice at least
fifteen (15) calendar days may result in the assessment of liquidated damages as
set forth in the Schedule of Liquidated Damages (Attachment E).
A.6.4.1.2 Customer Service Representatives (CSR):
• Contractor shall provide a minimum of 4 Dedicated Customer Service
Representatives (CSRs), accessible by direct toll -free telephone numbers (no
extensions), fax and email, to handle questions and customer service matters, with
coverage on Monday to Friday (excluding Federal and State holidays) from 7am to
7pm Central Time. A minimum of 3 CSRs from the pool of Dedicated CSRs must be
available on Monday to Friday (excluding Federal and State holidays) from the core
hours of Sam to 5pm Central Time.
• Contractor shall provide a minimum of 4 Designated CSRs, accessible by direct toll -
free telephone numbers (no extensions), fax and email, available on weekends,
holidays and Monday to Friday (excluding Federal and State holidays) when
dedicated CSRs are unavailable.
• Each hour that a Dedicated CSR or alternate is unavailable in excess of 2 hours
during the core hours of Sam to 5pm Central Time in a calendar day, Monday to
Friday (excluding Federal and State Holidays) may result in the assessment of
Liquidated Damages as set forth in the Schedule of Liquidated Damages (Schedule
E).
• Each hour that a Designated CSR is unavailable in excess of 2 hours during a 24
hour period during weekends and holidays may result in the assessment of
Liquidated Damages as set forth in the Schedule of Liquidated Damages (Schedule
Q.
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• All CSRs must have on-line access to information to provide immediate response to
inquiries concerning the status of cards, delivery information of new or
replacement cards, billing/statement questions or issues, contract compliance
requirements and general information.
• Contractor shall address all customer service issues within 48 hours. Failure to do
so may result in the assessment of liquidated damages as set forth in the Schedule
of Liquidated Damages (Attachment E). Repeated failure to comply may result in
Contract termination.
• Contractor shall notify CPA, in writing, at least ten (10) calendar days prior to any
change of a dedicated CSR. Failure to provide notice at least ten (10) calendar days
may result in the assessment of liquidated damages as set forth in the Schedule of
Liquidated Damages (Attachment E).
A.6.4.1.3 Technical Help Desk Members
• Contractor shall provide a minimum of 2 Dedicated Technical Help Desk Members,
accessible by direct toll -free numbers (no extensions), with coverage on weekdays
from 7am to 7pm Central Time. A minimum of 1 Dedicated Technical Help Desk
Member from the pool of Dedicated Technical Help Desk Members will be
available Monday to Friday (excluding Federal and State holidays) from the core
hours of 8 am to 5 pm Central Time. Each hour that a Dedicated Technical Help
Desk Member is unavailable in excess of 2 hours during the core hours of 8am to
5pm Central Time during a calendar day may result in the assessment of liquidated
damages as set forth in the Schedule of Liquidated Damages (Attachment Q.
• Contractor shall also provide alternate Designated Technical Help Desk Members
when neither of the Dedicated Technical Help Desk Members is available.
• The Technical Help Desk Members must be extremely knowledgeable of all aspects
of Contractor's Program System as designed and provided for Customers' use in
administering and managing their card programs for procurement and/or travel
purchases. E.g. Technical Help Desk Members must be familiar with Customers'
commonly used reports and able to assist Customer's Program Administrators in
manipulating reports as necessary, creating similar reports, etc.
• Contractor shall notify CPA, in writing, at least ten (10) calendar days prior to any
change of a dedicated Technical Help Desk member. Failure to provide notice at
least ten (10) calendar days may result in the assessment of liquidated damages as
set forth in the Schedule of Liquidated Damages (Attachment Q.
A.6.4.2 Contractor must maintain a 24 hours/365 days a year toll -free cardholder customer
service line. Each hour that the toll -free cardholder customer service line is not
available in excess of 2 hours in a 24 hour period may result in the assessment of
liquidated damages as set forth in the Schedule of Liquidated Damages (Attachment Q.
A.6.4.3 Contractor shall route all information and/or communication that would materially affect
this Contract through CPA for review and approval before releasing to individual
Customers.
A.6.4.4 Contractor shall work with each Customer to promote and implement their card
programs. Each Customer may establish internal policies and procedures for card use to
which Contractor must adhere.
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A.6.4.5 Contractor shall not sell or distribute a list of Customers or cardholders, their addresses or
any other information to any person, firm, or other entity for any purpose.
A.6.4.6 Cardholder file: Contractor must maintain a cardholder file for each Customer's cardholder
which must contain at a minimum the following information for each:
• Cardholder name, address, number, issue, activation and expiration dates
• Alpha and numeric accounting code
• Per transaction limit
• Daily spending limit
• Weekly spending limit
• Monthly spending limit
• Maximum transactions per day/month
• Approved merchant category codes
• Approving authority/official name/title
• Name of Department, Division, or Section, and
• Department ID number
A.6.4.7 Contractor shall be liable for charges from unauthorized use of any card. Unauthorized
use is defined as any use or purchase that is prohibited by state or local laws, rules,
policies, procedures, or any charge that was incurred by someone other than an employee
of a Customer who did not have actual, implied or apparent authority to use the card.
Customer shall be liable for the use of cards by authorized users provided that:
• Use is within the daily, weekly, monthly and single purchase limits established for the
specific card.
• User is an authorized Customer's employee.
• Allowed commodities and services are purchased.
• Use is in compliance with Customer's published card procedures.
Contractor shall establish internal controls to help prevent and minimize the liability of
Customer.
A.6.4.8 Travel Specific Customer Support Requirements
A.6.4.8.1 Contractor shall establish a process for reconciling Customer records of tickets and
cancellations with billings.
A.6.4.8.2 Contractor shall process airline ticket refunds within 5 business days of notification.
A.6.4.8.3 Contractor must establish a process for electronic reconciliation of data to travel
agency data. The electronic reconciliation data must be provided to state agencies and
travel agencies upon request in mutually agreed upon format and timeline.
A.6.4.9 In the event a request for information is made to Contractor for travel data maintained
regarding the Contract, Contractor shall refer the requestor to CPA for a response.
Contractor shall provide any and all information maintained by Contractor regarding
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the resulting Contract upon request by CPA, in accordance with all applicable
federal, state and local laws.
A.6.4.10 With the exception of insurance coverage, no other benefits shall be provided by
Contractor directly to any cardholder. In lieu of a travel or other reward program to
individual cardholders, Contractor shall increase the amount of the Rebate.
A.6.5 Account Types
A.6.5.1 Central Billed Accounts (CBA)
A.6.5.1.1 Contractor must establish centralized accounts assigned to Customers for
"ghost"/central billing of eligible expenses.
A.6.5.1.2 Contractor must establish cards which bill to Customer, issued in the name of
Customer's employee, for travel on state business.
A.6.5.1.3 Contractor must provide cards which bill to Customer with declining balance
controls.
A.6.5.1.4 Customer must ensure that their electronic payments from Customer transmittals
contain all addenda information provided with those payments. Additionally, the
remittance information shall be included with the ACH electronic payment transaction
using ACH addenda records. Either CCD+ or CTX formats may be used.
A.6.5.2 Individual Billed Accounts (IBA) for Travel Only
A.6.5.2.1 As state agencies are prohibited by the Texas Constitution from purchasing food
directly, Contractor must provide individual billed accounts (IRAs) issued to eligible
Customer employees, without regard to salary, for state business travel expenses,
including food and incidental expenses. The minimum criterion used by a Customer to
determine eligible employees is that the employee is expected to take at least 3 trips
or spend at least $500 per fiscal year for state business travel.
Respondent should include IBAs in its Proposal. A Proposal without IBAs may be
deemed non -responsive.
A.6.5.2.2 At the beginning of the contract, Customer may choose to provide Contractor with
a list of Customer employees with IBA's from the previous Contractor, provided that
Customer certifies that the list only includes IBAs without any past due amounts for
the past 6 months, from when the new Contract begins. If provided this list,
Contractor must provide new IBA's to those employees without requiring any
additional requirements.
A.6.5.2.3 Contractor must provide strip billing on individual accounts when requested by a
Customer.
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A.6.5.3 Central Billed Individual Liability Accounts (CLIBA):
Contractor must establish CLIBA as requested by Customers.
Alternatively, Contractor may provide other billing options, such as Hierarchy Level 2
billing.
A.6.5.4 Virtual Card Account (VCA) Program
A.6.5.4.1 The terms and conditions in Section A.6.5.4.1 through A.6.5.4.6 apply to Virtual Card
Accounts (VCAs). Upon request of a Customer through its designated Program
Administrator(s) with written approval from CPA, Contractor shall establish VCAs. The
designated Program Administrator(s) will complete any applicable documentation
required to establish a VCA. The designated Program Administrator(s) will be
responsible for controlling access to, and usage of, each VCA. Cancellation of a VCA
will follow the same process described in Section A.6.13, Cancellation of Cards.
A.6.5.4.2 Once VCAs are established, Transaction Account Numbers associated with these VCAs
will be issued by Contractor upon request by an Authorized VCA user.
A.6.5.4.3 All charges associated with a Transaction Account Number will post to the VCA under
which the Transaction Account Number was generated and Customer will pay these
in accordance with the terms of the Contract. Each Transaction Account Number is
issued for the purpose of permitting an Authorized VCA User to conduct official state
business or other governmental business and charge purchases of goods and services
to the Authorized VCA User's VCA. Customer will use reasonable efforts to ensure
that each Transaction Account Number is used only for official state business or other
governmental business. An Authorized VCA User may only charge purchases under the
VCA Program to VCAs through the use of Transaction Account Numbers.
A.6.5.4.4 Authorized VCA Users may request Transaction Account Numbers in accordance with
Contractor's applicable procedures. Contractor may rely on the authority of each
Authorized VCA user to request Transaction Account Numbers until Contractor has
received written notice from a designated Program Administrator terminating an
Authorized VCA User's authority. The designated Program Administrator(s) will
monitor and control an Authorized VCA User's ability, if any, to:
• request Transaction Account Numbers and modify Transaction Account Number
usage parameters;
• establish and modify VCA authorization controls; and
• access VCA and transaction data for reporting and monitoring purposes.
A.6.5.4.5 Each Transaction Account Number will be valid for the term indicated by Contractor
unless earlier canceled or suspended by Contractor at CPA's or a Customer's
designated Program Administrator request, or as otherwise permitted under the
Contract. Each Transaction Account Number may be used for only one transaction.
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A.6.5.4.6 Customer that requested the VCA will pay all undisputed charges incurred using a
Transaction Account Number pursuant to the VCA Program to Contractor in full, in
accordance with Section A.9.1, Payment.
A.6.5.5 Card Number Prefixes
A.6.5.5.1 Contractor must establish one dedicated prefix (first 4 or 5 digits) for CBA and CLIBA.
A.6.5.5.2 Contractor must designate no more than 10 digits as a prefix for IBAs issued for this
Contract, and must advise CPA whenever a new prefix is added.
A.6.6 Card Format and Design
Contractor shall provide a card designed specifically for the State of Texas. CPA will have final
authority on the basic design, and such design shall be provided at no charge to the State.
A.6.6.1 Each payment card shall, at a minimum, contain on the front of the card:
• The state seal (provided by CPA) and the following phrases embossed: "State of
Texas", "FOR OFFICIAL USE ONLY";
• Name of the cardholder (first name and last name, no nick names) on the 1st line;
• Customer's Identification Number and Entity Name (provided by CPA) on the 2nd line;
• Account Number printed on the 3rd line. Account numbers shall not be sequential for
any Customer; and
• The words "Tax Exempt" as appropriate. CPA will provide instructions during
implementation.
A.6.6.2 Each payment card shall, at a minimum, contain on the back of the card, Contractor's
24 hours per day and 7 days a week customer service assistance number for cardholders.
A.6.6.4 No reference to Automatic Teller Machines (ATMs) may be included on the card
A.6.6.3 Each Customer (institutions of higher education and CO-OP Program Members only) that
desires a custom card design will provide Contractor with the camera ready artwork.
The design is subject to approval by CPA, prior to submission to Contractor. Custom
design cards shall be provided at no charge to the entity.
A.6.7 Applications
Contractor shall provide a web -based application and card distribution process. Each Customer's
designated Program Administrator(s) will authorize and approve issuance of cards for the entity.
In the application process, applicants should have the ability to add multiple phone numbers
including international phone numbers.
Contractor shall provide procedures for rush applications ("Rush Procedures") for account
applications, both individual and central billing accounts, to use in circumstances when time is critical.
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A.6.8 Card Issuance, Renewal and Administration
A.6.8.1 Contractor shall issue cards within 5 business days upon receipt of application unless a
different schedule is approved in writing by CPA. Cards shall be issued only to those
Customer employees who have properly completed an application which bears the
signature of a designated authorized employee, as designated by Customer. Contractor
must provide the embossed cards as Customer directs, to Customer's designated Program
Administrator(s) or to the employee's residence or place of business (for IBAs). All cards
must be issued for a minimum 2 year period.
A.6.8.2 Contractor shall, upon request by Customer, issue central billed cards which bear the
name of Customer to which it is issued that can be used by any authorized
representative of that Customer. Charges billed will be the responsibility of that
Customer.
A.6.8.3 Each Customer designates a Program Administrator or Administrators and designee(s)
who shall be the only person(s) authorized to approve and request issuance of and
receive, or determine the method of delivery for cards for said entity.
A.6.8.4 Contractor shall provide cards that may be issued and paid in foreign currency.
A.6.9 Controls and Restrictions
A.6.9.1 Contractor shall provide controls that will prevent the use of the payment card for
purchasing commodities and services that Customer or CPA designates as restricted.
Contractor must have the ability to restrict payment card services by merchant category
codes for those accounts so designated by CPA or Customers. The selection of exclusions
will be at Customer's discretion for CO-OP Program Members, and within general
guidelines established by CPA and the State of Texas for Institutions of Higher
Education and State Agencies.
A.6.9.2 Contractor shall make available to the designated Program Administrator(s) or designee(s)
for each Customer the ability to make on-line changes to information on a cardholder's
account. At a minimum, such changes shall include card expenditure limits, transaction
limits, purchase restrictions, one-time override on an individual transaction, cardholder
name, cardholder billing address or telephone number, termination or non -renewal of
a cardholder account, and movement from one hierarchy level to another.
A.6.9.3 Contractor shall provide online alerts and notification of spending activity based on
established Customer limits. This includes monitoring spending by cardholders and
merchants with real time visibility through the Program System.
A.6.9.4 Contractor shall have the capability to maintain strict controls by creating cards with $0
spending authority, requiring Customer's Program Administrator to call in for activation of
cards and spend limits.
A.6.9.5 Each Customer shall be able to establish predetermined purchase and activity limits and
controls including, but not limited to, purchase limits (daily, weekly and monthly),
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transaction limits (daily, weekly and monthly), single purchase limits and merchant
category code restrictions.
A.6.9.6 Cash advances are strictly prohibited for state agencies and institutions of higher
education unless written authority is granted by CPA.
A.6.9.7 Contractor shall be responsible for safeguarding all information obtained from the
Contract resulting from this RFP. Contractor shall immediately notify CPA and Customer's
Program Administrator(s) of any breach of security which may have resulted in
compromised data and shall initiate aggressive action to mitigate any potential
consequences. Contractor shall be responsible for, but not limited to, system security,
computer software security, network security, and web -based security. See Section
A.6.2.11 Security Requirements, for additional security requirements.
A.6.9.8 Contractor shall ensure that each Customer has access only to the data for that particular
Customer's transactions and has no access to data of another Customer. Contractor shall
provide CPA and State Auditor's Office with full access to view and generate statewide
reports and data for all Customers.
A.6.10 Quality of Comprehensive Training Program
A.6.10.1 Contractor must provide training either monthly, quarterly, annually or on demand.
A.6.10.2 The training material should include, but is not limited to: how to utilize the Program
System, transaction management, cost allocation, initial account setup, account code and
hierarchy setup, reporting and query functionality, fraud prevention, avoiding employee
misuse, HUB Reporting, and ongoing Program System enhancements and upgrades.
A.6.10.3 Annual User Conferences
A.6.10.3.1 Contractor must provide Annual User Conferences to Customers to highlight industry
best practices and innovations, at no cost to CPA or Customers.
A.6.10.3.2 The Annual User Conferences will be held at Austin, Houston and Dallas.
A.6.10.3.3 All presentations will be provided to CPA, at a minimum, two (2) weeks before the
Annual User Conferences are held, to allow sufficient time for review.
A.6.10.3.4 All presentations will be either printed or available online for download by attendees
72 hours prior to the conference day.
A.6.11 Program Implementation
A.6.11.1 Implementation Plan: Contractor shall provide a detailed and comprehensive
implementation plan and specific timelines to perform the requirements contained in the
RFP and Contractor's proposal. This shall include, at a minimum, the following:
• the process for converting the entire existing Payment Card programs and training;
• the process for transitioning all currently active card Customers;
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• how it will implement the required custom data file feeds and various software
integration platforms as required by Customers;
• sample Customer transition schedule including, but not limited to, a detailed listing of
necessary Customer actions (e.g., submittal of program forms, operating system
specifications, communication plan, customer requirements collection, training, new
card distribution) as well as the required time frames to ensure implementation stays
on schedule;
CPA anticipates that the implementation plan shall be no longer than 9 months beginning
at the time of award for the entire existing card programs.
A.6.11.2 Existing IBA cards: Contractor must issue IBA cards to all Customer employees who at the
time of implementation:
• have an active IBA card with the current Contractor for the past 6 months or more, and
• are not past due on the account for the past 6 months.
Customer will provide a report from the current Contractor to the new Contractor
certifying the above two criteria. New employees or employees with past due amounts
must be evaluated for credit by new Contractor.
A.6.12 Emergency Card Replacement
Contractor must provide emergency replacement of reported lost or stolen cards within 48 hours
after notification of the loss, and non -emergency replacement of such a card in no more than 5
calendar days.
A.6.13 Cancellation of Cards
Contractor shall provide Customers with the capability for immediate cancellation of cards.
Cancellation of cards shall be accomplished only by individuals designated by Customer via either
written, fax or email communication to Contractor or through Contractor's Program System. All
verbal cancellations shall be verified in writing. Upon proper cancellation request, Customer is not
liable for any charges incurred for such cancelled card.
A.6.14 Third Party Audits
In cases of suspected contract non-compliance, CPA reserves the right to request an independent
third party audit wholly at Contractor's expense. The audit will include, but not be limited to:
revenue sharing and compliance with contract terms and conditions. If this right is exercised,
Contractor will be required to abide by the findings of the third party auditor. This section is
independent of the audit requirements in Section B.5.2. Historically, such third party audits are
extremely rare.
A.6.15 Ownership of Records and Data
All records, custom programs, and data are the property of the State. When the Contract ends or
upon request, Contractor shall deliver to CPA such records, documents, accounts, files and other
materials developed hereunder by Contractor on behalf of the State.
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A.6.16 Customer Identification and Verification
Contractor may only provide services to Customers listed on the following websites:
• State Agencies and Institutions of Higher Education:
http://esbd.cqa.state.tx.us/a-gaddress/addresslistnum.cfm
• CO-OP Program Members:
http://comptroller.texas.gov/procurement/stpurch/coop list/Ig web list name all.html
At a minimum, semi-annually and upon request by CPA, Contractor must notify Statewide Contract
Management and the Cooperative Purchasing Program of any Customers that are not listed on the
above websites.
A.6.17 Contingency Plan
Contractor shall have an established contingency plan that will outline procedures Contractor will
implement to fulfill all requirements of the contract resulting from this RFP in case of fire, theft,
natural disaster, technical difficulty, work -force problems, abnormally high volume of transactions, or
other disruption of business. The contingency plan shall be available and submitted to CPA upon
request.
A.6.18 Contract Volume
CPA does not guarantee a specific volume of annual spend throughout the term of the Contract. No
minimum compensation to Contractor is guaranteed. Annual spend amounts indicated for each item
in the Mandatory Price Sheet are estimates only and are based upon previous usage for a one-year
period. These estimates should not be construed as a minimum or a maximum amount.
A.7 DELIVERY OF CARDS
Customers may order cards to be delivered anywhere in the world. Customer and Contractor shall
coordinate the delivery of all cards, individually or grouped in one package. Contractor shall deliver
all card(s) F.O.B. destination, freight prepaid and with tracking.
Customer(s) may request overnight delivery at no additional cost.
A.8 REPORTING REQUIREMENTS
Note: Section 8.4.9, Reporting of Sales, does not apply to this specific RFP.
A.8.1. In addition to the technical requirements previously provided in A.6.2, Contractor's
Program System must have a robust reporting module that provides Customers the ability
to design customized on -demand reports and queries in addition to standard reporting
features. Contractor must provide assistance to CPA and Customers in developing
customized reports from Contractor's Program System at no additional cost.
A.8.2 All reports shall be available to CPA, Texas State Auditor's Office and Customers at the
following frequency intervals:
• Monthly
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• Quarterly
• Semi -Annually
• Annually
• Date Range Specific
Reports shall also be available in printed format upon request by CPA or Customers.
A.8.3 Data Collection Requirements:
A.8.3.1 Data must be readable, usable and compatible with any software with the capacity to
handle the volume such as flat file format or commonly used software format i.e.
Microsoft Access or Microsoft Excel.
A.8.3.2 Data must be easily accessible by Customer in the manner, format and time frame
required by Customer, e.g. daily file feeds. The file feeds must be available in
different file formats, such as Control Data File (CDF), Visa Commercial Format (VCF) or
comparable capability and different platforms such as Concur.
Contractor must work with Customers to establish file feeds according to Customers'
needs at no additional charge.
A.8.3.3 Lookup tables, data maps, and variable definitions for data must be provided and
easily accessible at all times (e.g. via hyperlink).
A.8.4 Contractor's Program System must be on a software platform that creates transaction
data with the ability for account allocation in a text (ASCII) or MS Excel format.
A.8.5 Transaction data should be available for account allocation within 24 hours of transaction
posting.
A.8.6 Contractor shall provide the State with access to the complete data upon termination or
expiration of the contract meaning a "final download" after all debts are settled. Data
provided shall be for the complete fiscal year and is to include current and previous fiscal
years.
A.8.7 The reports below must be available to CPA or Customer. The reports must be generated
by Customer name and identification code, broken down at various levels within a
Customer's hierarchy levels and by Contractor's control number:
A.8.7.1 Historically Underutilized Business (HUB) Reporting: Reports that track purchases
made from State of Texas certified HUBs so that state agencies and institutions of
higher education can comply with Texas Government Code 2161.121-122 and HUB
Rules Tex. Admin. Code 20.16 (Expenditure Data). The HUB report is based on the
State of Texas fiscal year and requires monthly, semi-annual and annual reporting on
HUBs and HUB subcontracted suppliers.
The HUB reports should provide, at a minimum, a detailed monthly record and a
summary of the total payments made to Texas certified HUB vendors by state agencies
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and institutions of higher education. The reports must be provided in the format
required by the State of Texas. Contractor must be able to integrate the Texas Vendor
Identification Numbers of active certified HUBs with their database for reporting
purposes on an as -needed basis as determined by CPA or a Customer (i.e.
weekly, monthly, etc.)
For informational purposes only, instructions for the current reporting system are
available at the followinp- website:
http://www.citibank.com/transactionservices/home/sa/2010g3/texas mn/docs/Texas
HUB Overview.pdf
A.8.7.2 1099 Report Information: In accordance with Section 5050W of the Housing Assistance
Tax Act of 2008 entitled Information Reporting for Payments Made in Settlement of
Payment Card and Third Party Network Transactions, Contractor shall be responsible
for reporting payment card transaction information through a 1099-K Merchant Card
and Third Party Payments form to the IRS. Reporting shall be required for all payment
card transactions at all dollar thresholds. Contractor shall provide Customers with
documentation confirming the completion of the 1099 Report Information. This is an
annual report based on the calendar year.
A.8.7.3 Reports that track purchases of Federal Certified Small and Disadvantaged Businesses.
PAYMENT AND BILLING
A.9.1 Payment
A.9.1.1 Timeliness of Payments
Payments for CBA, CLIBA and the VCA Program will be made by Customer in accordance with the
Texas Prompt Payment law, Texas Government Code, Subtitle F, Chapter 2251.
Costumer will incur no penalty for late payment if payment is made in thirty (30) or fewer days from
receipt of invoice.
Payments may be made earlier than thirty (30) days when Customer determines that it is most cost
effective. In accordance with the Texas Prompt Payment law, Texas Government Code Subtitle F,
Chapter 2251.382, Customer must use CPA's Discount Cost Effectiveness Calculator
(https://fmx.cpa.state.tx.us/fmx/purchase/disccalc/index.php) in making that determination.
A.9.1.2 Receipt of Payments
A.9.1.2.1 Contractor shall accept payment through the use of electronic funds transfer (EFT) as
established at the request of CPA. Payments may be made directly to Contractor or to
any bank account established by Contractor to receive payments from the State.
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A.9.1.2.2 Contractor shall accept electronic payment from all Customers. As Customers have
different accounting systems, some Customers may not be able to send electronic
payments with all 16 digit billing account numbers. Contractor must be able to
correctly post electronic payments without receiving all 16 digit billing account
numbers to the correct Customer's CBA, CLIBA or VCA.
A.9.1.2.3 Contractor must have a separate account set up, for interest paid as per Texas
Government Code Subtitle F, Chapter 2251.
A.9.1.2.4 By accepting an IBA, Customer's employee accepts the responsibility for paying all
charges timely and agrees that the card is intended for official state business travel use
only. Payment of charges on an IBA is the sole responsibility of the individual. In the
event payment is not paid by the employee for a legitimate business expense,
Contractor must exhaust all efforts to recover payment. Resolving unpaid charges on
an IBA will be the sole responsibility of Contractor.
Contractor shall accept payments for IRAs online and at any of their participating bank
locations.
A.9.2 Billing
A.9.2.1 Contractor shall bill Customers, at a minimum, on a monthly basis. Contractor may, upon
request of a Customer, bill more frequently. The statement must be available either
electronically or in paper format as requested by Customer; however, both types must be
identical. Downloadable electronic statements shall be available in a form that cannot be
edited, such as Adobe Portable Document Format (PDF).
A.9.2.2 Contractor shall assist Customer in disputing any charges in violation of merchant card
association rules and in reporting violations to the appropriate merchant card association.
A.9.2.3 All credit refunds must be made to the payment card account within 24 hours of receiving
merchant credit and not in cash. In the event a credit is due to an IBA after the account is
closed, credit arrangements shall be made with the IBA cardholder.
A.9.2.4 The State of Texas requires that any and all monthly or annual fees to the State be waived
for establishing a CBA or CLIBA including, but not limited to, monthly percentage, late
payment, transaction, reporting, training, audit and methodology assessment type fees
that may apply. There shall be no fees for the purpose of establishing an account
regardless of the activity on that account.
A.9.2.5 Written definitions of merchant category/industry codes by which participating merchants
are classified must be provided by Contractor after award at the beginning of the
implementation period.
A.9.2.6 Contractor shall not establish any expenditure or spending limit on any IBA without prior
approval of Customer. If use of the IBA has proven to warrant imposition of a
spending limit, Contractor shall contact Customer and, with Customer's written
concurrence, impose such a limit on an individual basis.
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A.9.2.7 Contractor shall correct any incorrect payments received from Customer no more than 3
business days after notification is received from Customer.
A.9.2.8 Contractor shall correct any errors in accordance with the Fair Credit Billing Act.
A.9.2.9 The State of Texas or Customer may withhold payment for defective goods or services in
accordance with the Fair Credit Billing Act.
A.10 PROPOSAL INFORMATION
A.10.1 Addendum
CPA reserves the right to revise any portion of this RFP by published Addendum on the ESBD.
CPA will post any amendment to this solicitation as an addendum on the ESBD. Interested parties are
responsible for periodically checking the ESBD for updates to the RFP prior to submitting a Proposal.
Respondent's failure to neither check the ESBD will in no way release any Contractor from the
requirements of "addenda or additional information" nor will any resulting additional costs to meet
the requirements be allowed after award.
CPA requests that each Respondent acknowledge each RFP addendum by returning a signed copy
of the addendum with its Proposal.
A.10.2 Questions
Respondents must send all questions regarding this RFP to the CPA Point -of -Contact identified in
Section A.10.3. Respondents must reference the appropriate RFP page and section number in its
questions, and must submit them by the deadline set forth on the cover page. However, CPA, in its
sole discretion, may respond to questions received after the deadline. CPA's responses to questions
will be posted to the ESBD. CPA reserves the right to amend answers prior to the Proposal submission
deadline.
Respondents must notify CPA of any ambiguity, conflict, discrepancy, exclusionary specification,
omission, or other error in the RFP in the manner required and by the deadline for submitting
questions. If a Respondent fails to notify CPA of such issues, Respondent submits its Proposal at its
own risk and if awarded a Contract: (1) waives any claim of error or ambiguity in the RFP or resulting
Contract, (2) will not contest CPA's interpretation of such provision(s) and (3) is not entitled to
additional compensation, relief, or time by reason of ambiguity, error, or later correction.
A.10.3 Point -of -Contact
Respondents must direct all inquiries and communications concerning this RFP to the Point -of -
Contact listed below.
Respondents may not contact other CPA or agency personnel regarding this RFP, except as
permitted by the CPA Point -of -Contact.
Failure to comply with these requirements and communications with anyone other than the Point -
of -Contact may result in disqualification of a response.
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Respondents may not use this e-mail address for submission of a response. Follow the instructions
outlined in Sections A.15 and A.16 for proper submission.
CPA Contract Specialist:
Jennifer Tram, CTPM, CTCM
512-463-7985
E-mail: jennifer.tram@cpa.texas.gov
After award of any Contract resulting from this RFP:
• all requests for Contract changes relating to the Contract will be processed through Statewide
Contract Management:
Statewide Contract Management
PO Box 13186
Austin, TX 78711-3186
Phone: 512-463-3034, option 3
Email: tRass cmo@cpa.texas.gov
• all communications relating to the daily program management of the Contract are to be
forwarded to the Charge Card Program:
Charge Card Program
PO Box 13186
Austin, TX 78711-3186
Phone: 512-463-3435
Email: chargecardprogram@cpa.texas.gov
A.10.4 Documents and Attachments Included with this RFP
The RFP package also includes the following Documents and Attachments.
Documents and Attachments — Posted Separately on the ESBD
1.
Part A: Special Instructions (This Document)
2.
Part B: General Instructions and Contract Terms and Conditions
3.
Execution of Proposal and Assurances (with Certification) —Attachment A
Respondent Information Form —Attachment B
Preferences — Attachment C
4.
1 Mandatory Price Sheet (to be returned in format requested) —Attachment D
5.
1 Schedule for Liquidated Damages — Attachment E
A.11 HUB SUBCONTRACTING PLAN —REFERENCE PART B; SECTION B.2.3
A HUB Subcontracting Plan (HSP) is not required for this solicitation. Although CPA has not identified
probable subcontracting opportunities for this contract, Bidders are highly encouraged to consider
any and all subcontracting opportunities for which Historically Underutilized Businesses (HUBs) may
compete. Bidders should self -report HUB subcontracting using the form or another format.
RFP No 304T-17-946M2
Page A34
Please access the CPA HUB Program website at:
https://www.comptroller.texas.gov/purchasing/vendor/hub/forms.php
The website has information for assistance with completing the HSP forms and on how to obtain HUB
lists as well as further explanation of the CPA HUB program.
A.12 DISCLOSURE OF INTERESTED PARTIES
If CPA determines that CPA may award a contract with a value of $1 million or more to Respondent,
CPA will advise Respondent that it must disclose interested parties to the Texas Ethics Commission
(TEC) and CPA.
Respondent must submit the required disclosures to TEC by completing Form 1295, Certificate of
Interested Parties.
Form 1295 is available online at TEC's website:
htti)s://www.ethics.state.tx.us/whatsnew/elf info form1295.htm
Upon completion, Respondent must print the completed form (including the Certificate Number
automatically assigned by TEC). Respondent's authorized agent must sign the printed form, have the
form notarized, and submit the form to CPA. For further information, see Texas Government Code §
2252.908 and 1 Texas Administrative Code Ch. 46 as well as TEC's website.
If Respondent does not timely submit a completed, signed, and notarized Form 1295 to CPA, CPA is
prohibited by law from awarding a contract to Respondent, even if Respondent is otherwise eligible
for award.
A.13 EVALUATION OF PROPOSALS
The CPA reserves the right to award Contract(s) without any negotiations and reserves the right to
not make awards.
The Respondent is strongly encouraged to provide its best price in its Proposal because CPA makes
no guarantee that there will be any opportunity to negotiate or provide alternative pricing at any
point during the RFP process. CPA may seek additional information and solicit Best and Final Offers -
only from those proposers determined to be in the competitive range.
Proposals will be evaluated by CPA employees and by other non -CPA employees who may be invited
to assist as evaluators.
A.13.1 Evaluation Criteria
CPA will consider best value for the State as directed by Texas Government Code §2156.007 when
awarding a Contract to a Respondent.
Only Proposals that meet the minimum requirements as set forth in the RFP will be reviewed and
scored according to the evaluation criteria set out below:
RFP No 304T-17-946M2
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Evaluation Criteria:
Scoring
Rebate
35%
Quality and Comprehensiveness of Program System (includes Technical
Requirements, Security Requirements and Card Security Control and Restrictions)
15%
Service Requirements
20%
Marketing Plan
5%
Quality of Comprehensive Training Program
5%
Program Implementation
20%
Total
100%
Submission of Proposals confers no legal rights upon any Respondent. The CPA will determine
whether negotiations or Best and Final Offers are necessary and may invite selected Respondents to
provide oral presentations of their Proposals.
CPA, in its sole discretion, may amend or modify any provisions of this RFP, or withdraw this RFP at
any time prior to award of a contract. CPA may reject all Proposals or parts of Proposals if the
rejection serves the state's interest.
The decision of CPA, or its designee with regard to the above, shall be administratively final. CPA, in
its sole discretion, may waive administrative deficiencies and/or minor technicalities in proposals
received.
Respondent(s) should be aware that only the names of Respondents will be released at the Proposal
Opening. CPA will not disclose any other information regarding sealed Proposals to the public prior to
Contract award.
Respondents must submit requests for Proposal documentation and information to the CPA Open
Records Division at: open.records@cpa.texas.gov
A.14 AWARD PROCESS
If a contract is awarded under this RFP, CPA will issue a notice of award to the successful Respondent.
However, there is no guarantee that an award or any Contract will result from this solicitation.
A.15 ORGANIZATION OF THE PROPOSAL FOR SUBMISSION
The Proposal shall include all information required in this RFP and shall be in the format described in
this document. Respondent is solely responsible for thoroughly understanding the RFP and its
attachments, exhibits and forms. Any questions concerning this RFP should be directed to the Point of
Contact by the Deadline for Submitting Questions identified in Part A. Respondent is cautioned to pay
particular attention to the clarity and completeness of its Proposal. Respondent is solely responsible
for its Proposal and all documentation submitted.
A Proposal constitutes a binding offer by the Respondent. CPA will disqualify any Proposal to this
RFP that includes any type of disclaimer or other statement indicating that the Proposal does not
constitute a binding offer.
RFP No, 304T-17-946M2
Page A36
Respondent must be as precise, accurate, and succinct as possible. Respondent must provide detailed
descriptions of how Respondent will fulfill each requirement. Evaluators may consider the clarity and
completeness of a Proposal.
A.15.1 Confidential/Proprietary Information
If Respondent asserts that any material in the Proposal is confidential or proprietary information,
Respondent must clearly mark the applicable pages of Respondent's submission in boldface type to
indicate each claim of confidentiality and include the words "confidential" at the top of the page.
Additionally, Respondent must include a statement on company letterhead identifying all Proposal
section(s) and specific page(s) that have been marked as confidential and explain why the
information is marked as confidential and exempted from public disclosure under the provisions of
the Texas Public Information Act (the Act). Merely making a blanket claim that the entire Proposal is
protected from disclosure because it contains some proprietary information is not acceptable and will
make the entire Proposal subject to release under the Act.
CPA will process any request from a member of the public in accordance with the procedures
outlined in the Act. Respondents should consult the Texas Attorney General's website
(https://www.texasattorneygeneraI.gov) for information concerning the Act and potential exceptions
to disclosure. See also Section B.2.7 of Part B of this RFP.
By submitting a Proposal, Respondent agrees to reproduction by the State of Texas, CPA and
Customers, without cost or liability, of any copyrighted portions of Respondent's Proposal or other
information submitted by Respondent to comply with any Legislative Budget Board reporting
requirements or other reporting requirements mandated by law.
A.15.2 Execution of Proposal — Attachment A
Respondent is required to complete, sign and submit the Execution of Proposal —Attachment A.
Failure to complete, sign and submit this form with Respondent's Proposal will disqualify the
Proposal.
A.15.3 Respondent Information Form —Attachment B
Respondent must provide all requested information on this form and submit the form with
Respondent's Proposal.
A.15.4 Preferences —Attachment C
Respondents are encouraged to carefully review this attachment and complete, as applicable. CPA
will give preferences as required by law.
A.15.5 Mandatory Price Sheet — Attachment D
Respondent must complete the Mandatory Price Sheet and return with Proposal in the format
requested. CPA will reject Proposals received without the Mandatory Price sheet as a material failure
to comply with the requirements of this RFP.
RFP No. 304T-17-946M2
Page A37
A.15.6 Assumptions and Exceptions
No assumptions should be included in a Proposal. All issues or questions that might be advanced or
addressed by way of assumption should be submitted to CPA pursuant to Section A.10.2. The
inclusion of assumptions in a Proposal may result in a Respondent not being awarded a contract.
Respondents are encouraged, in lieu of including exceptions in their Proposals, to address all issues
that might be advanced by way of exception by submitting such issues to CPA pursuant to Section
A.10.3. Any exception included in a Proposal may result in Respondent not being awarded a Contract.
However, if Respondent includes exceptions in its Proposal, Respondent shall clearly identify each
exception it takes, noting the specific RFP section number, section title, and with a detailed
description of exception taken and Respondent's proposed language advanced in lieu of the language
to which exception is taken. If there are no exceptions, Respondent should explicitly state in its
Proposal that Respondent takes no exception to any part of this RFP.
On company letterhead or in a Microsoft Excel® spreadsheet submitted with Respondent's Proposal,
Respondent must identify exceptions using the following format:
Section Section Title Exception Proposed
Language
CPA, as a state agency, is prohibited by the Texas Constitution from indemnifying vendors.
Respondent is discouraged from including a term in its Proposal that requires CPA to indemnify it.
Such a term may result in Respondent's Proposal being deemed non -responsive.
A.15.7 Conflict of Interest Disclosure
By signing the Execution of Proposal, Respondent affirms that the execution of an agreement
between Respondent and the State will not create a conflict of interest or cause an appearance of a
conflict of interest. In its Proposal, Respondent is instructed to disclose any existing or potential
conflicts of interest or possible issues that might create appearances of impropriety relative to
Respondent's (and its proposed subcontractors') submission of a Proposal and possible selection as
Contractor or its performance of the Contract. A description of some conflicts of interest may be
found in Part B, General Instructions and Contract Terms and Conditions, Section B.1.2, but this list
should not be considered exhaustive or limiting.
By submitting a Proposal Respondent agrees that it is under a continuing duty to supplement its
Proposal under this provision, and agrees that, if the circumstances certified by Respondent change
or additional information is obtained subsequent to submission of Proposal, Respondent shall submit
updated information as soon as reasonably possible upon learning of any change to the facts certified
by Respondent in its Proposal.
RFP No 304T-17-946M2
Page A38
A.15.8 Insurance
In its Proposal, Respondent must provide a statement of its intent to obtain and maintain for the
term of the Contract (and any renewal periods or additional extensions) the minimum insurance
coverage specified in Section A.S.
A.15.9 Proposed Solutions
A.15.9.1 Program System — Technical Requirements: Respondent shall include a detailed
description of the Program System and explain how their Proposal best meets or exceeds
the minimum Technical Requirements identified in Sections A.6.2.1 through A.6.2.10,
including:
• any web -based reporting databases or reporting software that will be made available;
• an overview of the system capacity and any physical limitations;
• incident response times and resolution timeframes;
• maximum number of transactions that can be processed through the system without
interruption (break down);
• average run time to produce reports, as specified in Section A.6.2.10 of this RFP, given
the anticipated transaction volumes stated in Section A.6.2.3 of this RFP.
A.15.9.2 Program System —Security Requirements: Proposal shall provide Respondent's statement
of intent to meet Payment Card Industry (PCI) Data Security Standards, as commercially
applicable and the requirements of Section A.6.2.11. Proposal shall also describe how
Respondent's Proposal exceeds the minimum Security Requirements of Section A.6.2.11.
A.15.9.2.1 Respondent's Proposal shall include certification that:
• all systems that store Customer information including all call centers, backup facilities
and other sites which store Customer data in a secure facility or facilities are located
within the continental United States.
• Contractor Personnel Access to these systems and the information contained therein
are restricted to Contractor personnel who are located in the continental United States
and are in accordance with the requirements provided in Section A.6.2.11.7 and
Section A.6.2.11.10.
A.15.9.2.2 Security Plan: Respondent's Proposal shall describe its security program and how the
Contractor shall satisfy or exceed the requirements as identified in Section A.6.2.11.5,
including how improved security -related processes and technologies are to be
incorporated into the Contract as they become commercially available.
At a minimum, the security plan shall describe the following:
• organizational security roles;
• physical security of contractor systems;
• risk assessment procedures;
• maintenance and testing of security systems;
• business continuity and disaster recovery procedures;
• security monitoring procedures, including vulnerability management;
RFP No 304T-17-946M2
Page A39
• procedures and timeframes for resolving security deficiencies;
• procedures for the prevention of and response to security breaches; and
• include a designated contact for security related issues.
A.15.9.2.3 Contractor shall include a statement of its intent to mask all sensitive cardholder data
on reports, statements, invoices, master files and other applicable areas, per Section
A.6.2.11.6
A.15.9.2.4 Contractor shall describe its Program System's identification and access controls and
how Contractor shall satisfy or exceed the requirements as identified in Section
A.6.2.11.7.
A.15.9.2.5 Contractor shall include a statement of its intent to conduct annual system security
reviews and audits as specified in Section A.6.2.11.8.
A.15.9.2.6 Contractor shall describe the Program System's ability to audit system actions and
how Contractor shall satisfy or exceed the requirements as identified in Section
A.6.2.11.9.
A.15.9.2.7 Contractor shall describe its personnel security measures and how Contractor
shall satisfy or exceed the requirements as identified in Section A.6.2.11.10.
A.15.9.2.8 Contractor shall describe its privacy and security safeguards and how Contractor
shall satisfy or exceed the requirements as identified in Section A.6.2.11.11.
A.15.9.2.9 Contractor shall describe its physical security measures and how Contractor shall
satisfy or exceed the requirements as identified in Section A.6.2.11.12.
A.15.9.3 Card Securitv Control and Restrictions
Contractor shall describe how it shall satisfy or exceed the requirements as identified in Section A.6.9,
including a complete description regarding Respondent's security controls and card restrictions for
the following Customer levels: Program Administrator, Intermediate Coordinator,
Accounting/Finance, Supervisor and Cardholders. Use screenshots to demonstrate Program System's
abilities and how it is superior to others.
A.15.9.4 Service Requirements
A.15.9.4.1 Respondent will provide narrative on any customer service initiatives that meets or
exceeds the minimum mandatory service requirements specified in Section A.6.4. The
proposal shall include how the customer service unit will be structured (team size,
location, etc.) to manage and resolve issues related to the contract and how the customer
service personnel will be trained on the contract requirements and resolving issues.
Respondent shall include a complete description of services that will be available in the
following areas: Account Management, Customer Service, Technical Support
(Information Technology) and Billing/Accounting.
RFP No. 304T-17-946M2
Page A40
The proposal should also include the responsibilities of the staffing personnel per
Section A.6.4.1 to be dedicated to the contract and the staffing personnel to be
designated for the contract, as well as specific details on their scheduling and time
availability.
A.15.9.4.2 Respondent shall indicate the response time in which Account Managers, Customer
Service Representatives and Technical Help Desk Members will respond in writing to
all correspondence from Program Administrators upon written receipt of request for
information or assistance.
A.15.9.4.3 Respondent shall include a list of 3 account references and their respective points of
contact, including address, telephone and email addresses that can verify efficiencies
in the areas identified above. One reference must be for a current account of at least
$500 million in annual total spend.
A.15.9.4.4 Respondent shall include a detailed description of the account types available and how
Contractor will satisfy the requirements per Section A.6.5. A Proposal without IBAs
may be deemed non -responsive.
A.15.9.4.5 Respondent shall describe the process that will be used to collect delinquent payment
card accounts and the collection of payment for central billed accounts and individual
billed accounts.
A.15.9.5 Marketing Plan
Proposal shall include a marketing plan detailing how Respondent plans to increase usage under the
contract for new and existing Customers.
A.15.9.6 Quality of Comprehensive Training Program
Proposal shall include a detailed plan of the proposed training programs, personnel and materials the
Respondent will provide to inform Customers of the card features and controls, including associated
software and web -based applications, as well as how Respondent will satisfy the requirements as
specified in Section A.6.10.
A.15.9.6.1 The proposal shall describe the training that will be available to Customers and include
training material topics, the locations and minimum number of classroom training
hours that will be provided annually.
A.15.9.6.2 Annual User Conferences: Respondent shall also describe Annual User Conferences
that will be provided to Customers at Austin, Houston and Dallas to highlight industry
best practices and innovations, at no cost to CPA or Customers.
A.15.9.7 Program Implementation
Respondent shall include a detailed and comprehensive implementation plan and specific timelines
to perform the requirements contained in the RFP and Respondent's proposal, as well as how
Respondent will satisfy the requirements as specified in A.6.11.
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A.15.10 Financial Resources and Ability to Perform
In its Proposal, Respondent must provide a response to each minimum qualification as specified in
Section A.6.1.
In addition, Respondent should provide evidence of its financial resources and its ability to provide
the goods or perform the services for which Respondent is submitting a Proposal by providing:
a) a list of Respondent's current customers for which the Respondent provides the requested goods
or services of the type and in the quantity and quality comparable to the submitted Proposal and
provide sufficient information about those customers for CPA to contact the customers;
b) a written description of the size and scope of all operations, including number of Respondent's
employees and years in business;
c) a written description of Respondent's prior contracting experience with CPA, similar agencies, or
other Customers of comparable size and receiving a comparable scope of services;
d) any other information Respondent believes is pertinent to demonstrate Respondent's financial
capability, financial solvency, and capacity to fulfill the requirements of this RFP.
CPA reserves the right to investigate and determine the financial integrity and responsibility of a
Respondent and to reject a Proposal on the grounds of Respondent's lack of financial soundness, or if
CPA reasonably concludes, after reviewing the information submitted by Respondent as well as all
other relevant information obtained by CPA, that significant issues exist that could jeopardize
Respondent's full and timely performance.
A.15.11 Respondent's Past Performance
Respondent's past performance will be measured based upon pass/fail criteria, in compliance with
applicable provisions of §§2155.074, 2155.075, 2156.007, 2157.003, and 2157.125, Gov't Code.
Respondents may fail this selection criterion for any of the following reasons:
• A score of less than 90% in the Vendor Performance System,
• Currently under a Corrective Action Plan through the CPA,
• Having repeated negative Vendor Performance Reports for the same reason,
• Having a record of repeated non -responsiveness to Vendor Performance issues
• Having purchase orders that have been cancelled in the previous 12 months for non-
performance (late delivery, etc.).
Contractor performance information is located on the CPA web site at:
http://www,window.state.tx.us/procurement/prog/vendor performance/
CPA may conduct reference checks with other entities regarding past performance. In addition to
evaluating performance through the Vendor Performance Tracking System (as authorized by 34 Texas
Administrative Code §20.108), CPA may examine other sources of vendor performance including, but
not limited to, notices of termination, cure notices, assessments of liquidated damages, litigation,
audit reports and non -renewals of contracts. Such sources of vendor performance may include any
governmental entity, whether an agency or political subdivision of the State of Texas, another state,
or the Federal government. Further, CPA may initiate such examinations of vendor performance
based upon media reports. Any such investigations shall be at the sole discretion of CPA, and any
negative findings, as determined by CPA, may result in non -award to Respondent.
UP No 304T-17-946M2
Page A42
A.15.12 Signed Addenda to RFP
As stated in Part B, Section 6.2.2, Respondent is instructed to submit signed copies of all RFP
addenda, if any, with its Proposal.
A.16 SUBMITTING THE PROPOSAL TO CPA
The Proposal must clearly state the Proposal Due Date and Time identified on the cover page and be
titled: Proposal Submitted for RFP 304T-17-946M2 Commercial Charge Card Services.
A.16.1 Electronic Submission
Please read all instructions carefully for submitting electronically:
Use the following e-mail address to submit your response electronically. It is recommended that
Respondent begin the process well in advance of 1:30 pm Central Time on the due date:
Tpass.ebids@cpa,texas.gov.
The e-mail subject line should contain the RFP number and title as indicated on the cover page,
Respondent is solely responsible for ensuring that Respondent's complete electronic bid is sent to,
and actually received by, CPA in a timely manner and at the proper destination server.
IMPORTANT NOTE: CPA recommends a limit on the attachments to 10MB each. This may result in
the sending multiple a -mails to Tpass.ebids@cpa.texas.gov for the submission of all
documentation contained in a response.
ALL DOCUMENTS SHOULD BE SUBMITTED IN MICROSOFT OFFICE° FORMATS (WORD® AND
EXCEL®) OR IN A FORM THAT MAY BE READ BY MICROSOFT OFFICE® SOFTWARE. ANY
DOCUMENTS WITH SIGNATURES SHALL BE SUBMITTED AS AN ADOBE° PORTABLE DOCUMENT
FORMAT (PDF) FILE. CPA IS NOT RESPONSIBLE FOR DOCUMENTS THAT CANNOT BE READ OR
CONVERTED. UNREADABLE PROPOSALS MAY BE, AT CPA's DISCRETION, REJECTED AS
NONRESPONSIVE.
Please be aware that your Internet Service Provider may limit file sizes on your outgoing emails, so
try to avoid graphics, pictures, letterheads, etc., which consume a lot of space. These typically
include *.tif/*.tiff, *.gif, & *.bmp file extensions, but may include others, as well. CPA's firewall
virus protection runs at all times, so during times of new active virus alerts, incoming traffic may be
delayed while virus software scans emails with attachments.
CPA takes no responsibility for electronic Proposals that are captured, blocked, filtered,
quarantined or otherwise prevented from reaching the proper destination server by any CPA
anti -virus or other security software.
To confirm receipt of all electronic submissions, contact 512-463-3377 or request a confirmation
by e-mail.
RFP No. 304T-17-946M2
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PART 6: GENERAL INSTRUCTIONS AND CONTRACT
TERMS AND CONDITIONS
B.1 Introduction................................................................................................................................... 3
B.1.1 Definitions.............................................................................................................................. 3
B.1.2 Conflicts of Interest................................................................................................................ 3
B.1.2.1 Actual and Perceived Conflicts........................................................................................3
B.1.2.2 Current and Former CPA Employees.............................................................................. 3
B.1.3 Construction of this RFP and the Contract............................................................................. 4
B.1.3.1 Global Drafting Conventions...........................................................................................4
B.1.3.2 Headings..........................................................................................................................4
B.2 The RFP Process.............................................................................................................................4
B.2.1 Submitting Questions about the RFP..................................................................................... 4
B.2.2 Addenda to the RFP................................................................................................................
5
B.2.3 Testing and Inspection...........................................................................................................
5
B.2.4 Accuracy of the Proposal........................................................................................................
5
B.2.5 HUB Subcontracting Plan Requirements................................................................................ 5
B.2.6 Cost of Submitting the Proposal.............................................................................................
6
B.2.7 Public Information Act Disclosures........................................................................................ 6
B.2.8 Agency Posting of Contracts...................................................................................................
7
B.2.9 Irrevocability of the Proposal.................................................................................................
7
B.3 Contract Information.....................................................................................................................
7
B.3.1 Amending the Contract..........................................................................................................7
B.3.2 Order of Precedence..............................................................................................................
7
B.3.3 Terminating the Contract.......................................................................................................
8
B.3.3.1 Convenience of the State of Texas..................................................................................
8
B.3.3.2 Cause/Default................................................................................................................. 8
B.3.3.3 Change in Federal or State Requirements...................................................................... 8
B.3.3.4 TCPPD Purchasing Preference.........................................................................................
8
B.3.3.5 Rights upon Termination or Expiration of Contract........................................................
8
B.3.3.6 Survival of Terms.............................................................................................................
9
B.3.4 Contract Documentation........................................................................................................ 9
B.4 Contract Management................................................................................................................... 9
B.4.1 Contract Managers.................................................................................................................9
B.4.1.1 The CPA Contract Manager............................................................................................. 9
B.4.1.2 The Contractor's Contract Manager...............................................................................9
B.4.2 Controlled Correspondence.................................................................................................10
B.4.3 Notices and Liaisons.............................................................................................................10
B.4.3.1 Delivery of Written Notices..........................................................................................10
B.4.3.2 Notice to Contractor.....................................................................................................10
B.4.3.3 Notice to CPA................................................................................................................10
B.4.4 Subcontracting Approval......................................................................................................11
B.4.5 No Implied Authority............................................................................................................11
B.4.6 Cooperation with the CPA....................................................................................................11
B.4.7 Dispute Resolution...............................................................................................................11
B.4.8 Fraud, Waste, and Abuse.....................................................................................................13
B.4.9 Renegotiation of Price..........................................................................................................13
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B.4.10 Name Changes and Organizational Changes....................................................................13
B.4.11 News Releases..................................................................................................................13
B.5 Financial Information...................................................................................................................14
B.5.1 Appropriations......................................................................................................................14
B.5.2 Audit Requirements.............................................................................................................14
B.5.3 Invoicing and Payment Requirements.................................................................................15
B.5.4 Disputed Invoices.................................................................................................................15
B.5.5 Time and Manner of Payment..............................................................................................15
B.5.6 Antitrust and Assignment of Claims.....................................................................................16
B.5.7 Debts and Delinquencies......................................................................................................16
B.5.8 Liability for and Payment of Taxes.......................................................................................16
B.5.9 Method of Purchase and Vesting Ownership......................................................................16
B.5.10 No Debt Against the State................................................................................................17
B.5.11 Refunds.............................................................................................................................17
B.5.12 Travel................................................................................................................................17
B.5.13 Direct Deposit...................................................................................................................17
B.6 Confidentiality and Security........................................................................................................17
B.7 Terms and Conditions..................................................................................................................18
B.7.1 Affirmations..........................................................................................................................18
B.7.2 Civil Rights............................................................................................................................18
B.7.3 Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion ..... 18
B.7.4 Records Retention................................................................................................................19
B.7.5 Environmental Protection....................................................................................................19
B.7.6 Prohibition on Lobbying.......................................................................................................19
B.7.7 Copyrights and Publications.................................................................................................19
B.7.8 Certifications........................................................................................................................ 20
B.7.8.1 Child Support Obligations............................................................................................. 20
B.7.8.2 Franchise Tax Certification............................................................................................20
B.7.8.3 Certification Concerning Dealings with Public Servants ............................................... 20
B.7.8.4 Certification Concerning Financial Participation..........................................................20
B.7.8.5 Certification Concerning Hurricane Relief.................................................................... 20
B.7.9 Independent Contractor....................................................................................................... 21
B.7.10 No Assignment by Contractor........................................................................................... 21
B.7.11 Indemnification and Liability............................................................................................ 21
B.7.12 Contractor Liability for Damage to Government Property ............................................... 23
B.7.13 Force Majeure...................................................................................................................23
B.7.14 Buy Texas.......................................................................................................................... 23
B.7.15 Miscellaneous Terms and Conditions............................................................................... 23
B.7.15.1 Permits.......................................................................................................................... 23
B.7.15.2 Electrical Items..............................................................................................................23
B.7.15.3 Executive Head..............................................................................................................24
B.7.15.4 Terminated Contracts................................................................................................... 24
B.7.16 Non -Waiver of Rights........................................................................................................ 24
B.7.17 No Waiver.........................................................................................................................24
B.7.18 Severability....................................................................................................................... 24
B.7.19 Applicable Law and Venue................................................................................................25
B.7.20 Compliance with Laws; Dealing with Public Servants...................................................... 25
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20160122
B.7.21
Insurance and Other Security...........................................................................................
25
B.7.22
Deceptive Trade Practices; Unfair Business Practices......................................................
25
B.7.23
Immigration......................................................................................................................
26
B.7.24
Key Personnel Change Management................................................................................26
B.7.25
Federal, State, and Local Laws, Regulations, and Requirements.....................................26
B.7.26
Taxes.................................................................................................................................
26
B.7.26.1
State and Federal Tax Law............................................................................................
26
B.7.26.2
Federal Tax Reform Act.................................................................................................
26
B.7.27
Worker's Compensation...................................................................................................
26
B.7.28
No Liability Upon Termination..........................................................................................26
B.7.29
Felony Criminal Convictions.............................................................................................
27
B.7.30
Drug -Free Workplace........................................................................................................
27
B.7.31
Vendor Performance Before and After Award.................................................................
27
B.7.32
State of Texas Debarment................................................................................................
27
B.7.33
Electronic and Information Resources Accessibility Standards, As Required by 1 Texas
Administrative
Code Chapter 213 (Applicable to State Agency and Institutions of Higher Education
PurchasesOnly)..................................................................................................................................
28
B.1 INTRODUCTION
B.1.1 Definitions
The definitions used in Part A of this RFP apply to this Part B as well. Unless the context clearly
indicates otherwise, all terms and conditions of this Contract that refer to "Respondent" apply with
equal force to Contractor.
B.1.2 Conflicts of Interest
B.1.2.1 Actual and Perceived Conflicts
By submitting a Proposal, Respondent represents and warrants that neither it nor its employees and
subcontractors have an actual or potential conflict of interest in entering a Contract with CPA.
Respondent also represents and warrants that entering a Contract with CPA will not create the
appearance of impropriety. In its Proposal, Respondent must disclose any existing or potential
conflict of interest that it might have in contracting with CPA. The requirement to disclose any actual
or potential conflict of interest will continue during the term of the Contract, and will survive until the
end of the recordkeeping requirement in B.7.4. The CPA will decide, in its sole discretion, whether an
actual or perceived conflict should result in Proposal disqualification or Contract termination.
B.1.2.2 Current and Former CPA Employees
In addition to the disclosures required above, Respondent must also disclose any of its personnel who
are current or former officers or employees of the CPA or who are related, within the third degree by
consanguinity (as defined by Texas Government Code § 573,023) or within the second degree by
affinity (as defined by Texas Government Code § 573.025), to any current or former officers or
employees of the CPA.
Respondents must comply with all applicable Texas and federal laws and regulations relating to the
hiring of former state employees (see e.g., Texas Government Code Chapters 572 and 573). Such
"revolving door" provisions generally restrict former agency heads from communicating with or
RFP No. 304T-17-946M2
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20160122
appearing before the agency on certain matters for two years after leaving the agency. The revolving
door provisions also restrict some former employees from representing clients on matters that the
employee participated in during state service or matters that were in the employee's official
responsibility. Respondent, by signing this solicitation, certifies that it has complied with all
applicable laws and regulations regarding former state employees.
Respondent must identify each employee who works for more than one staffing company at any
facility and ensure that the employee's cumulative weekly hours worked at all state facilities
through any one staffing company does not exceed 40 hours per week.
See also B.7.8.6, Certification Concerning Restricted Employment for Former State Officers or
Employees under Texas Government Code § 572.069.
B.1.3 Construction of this RFP and the Contract
B.1.3.1 Global Drafting Conventions
The terms "include," "includes," and "including" are terms of inclusion and enlargement.
When used in this RFP and the Contract these terms should be read as if followed by the
phrase "without limitation."
Unless explicitly stated otherwise, any references to "Sections," "Articles," "Exhibits," or
"Attachments" are deemed to be references to the Sections, Articles, Exhibits, and
Attachments to this RFP and the Contract.
B.1.3.2 Headings
The Article and Section headings in this RFP and the Contract are for reference and
convenience only and may not be considered in the interpretation of this RFP or the Contract.
B.2 THE RFP PROCESS
B.2.1 Submitting Questions about the RFP
Respondent will have until the Deadline for Submitting Questions, identified in Part A, to submit in
writing all questions regarding this RFP. Respondent may only send questions to the Point of Contact.
All questions must precisely and specifically cite the RFP section to which the question refers. CPA
will, at its discretion, answer the questions in a Question and Answer Document posted on the ESBD.
Only answers that CPA provides in writing are official. Information in any form other than the
materials constituting this RFP, the Question and Answer Document, and any RFP addendum is not
binding on CPA.
All questions submitted to CPA must include the identity of the sender, the sender's title, company
name, mailing address, telephone number, and facsimile number or e-mail address, as applicable.
Minor questions for which the answer will not affect the interpretation of the RFP or change the
contents of a Proposal (for example, a question regarding delivery of the sealed Proposal) may be
answered orally or by e-mail by CPA.
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20160122
B.2.2 Addenda to the RFP
Should an addition or correction to this RFP become necessary, CPA will post an addendum relating
the necessary information on the ESBD. Respondent is responsible for periodically checking the ESBD
for addenda or additional information relating to this RFP. Respondent is required to acknowledge
each addendum by returning a signed copy of the addendum with its Proposal.
B.2.3 Testing and Inspection
CPA and Customers may test and inspect goods and services purchased under the Contract to ensure
compliance with the specifications of this RFP and the Contract. CPA may also test and inspect goods
and services before they are purchased under the Contract.
Authorized CPA personnel must have access to the Respondent's place of business for the purpose of
inspecting the goods. To the extent practical, the CPA inspections will not disrupt the Respondent's
daily operations. CPA or Customer will test samples submitted with the Proposal or samples taken
from regular shipments. Respondent will bear all costs of testing and inspection. In the event the
goods tested fail to meet or exceed all conditions and requirements of the RFP and Contract, CPA or
Customer will reject the goods in whole or in part, at CPA or the Customer's option. CPA or Customer
will return the goods to Respondent or hold them for disposition at Respondent's expense. Latent
defects may result in cancellation of the Contract at no expense to the state.
If material fails to meet specifications, the Respondent will be notified by fax, mail, or a -mail.
Respondent will have ten working days after receipt of the notification to remove the rejected
material from state property at the Respondent's expense. Customer will dispose of the material
Respondent does not remove in the allotted time period and will charge Respondent for all disposal
expenses.
B.2.4 Accuracy of the Proposal
Respondent's Proposal must be true and correct and must contain no cause for claim of omission or
error. Proposals may be withdrawn in writing at any time prior to the submittal deadline.
B.2.5 HUB Subcontracting Plan Requirements
It is the policy of CPA to promote and encourage contracting and subcontracting opportunities for
State of Texas certified Historically Underutilized Businesses (HUBs) in all contracts in compliance
with Texas Government Code Chapter 2161. Eligible Respondents are encouraged to become HUB
certified. Respondents may find State of Texas HUB applications at:
htt www.window.state.tx.us rocurement ro hub hub -forms .
Definitions for State of Texas HUB certifiable businesses can be found in 34 Texas Administrative
Code Chapter 20, Subchapter B, which is available at:
http://info.sos.state.tx.uslplslpub/readtac$ext.ViewTAC?tac view=5&ti=34&pt=1&ch=20&sch=B&rl=
y
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A HUB Subcontracting Plan Form must be filled out and returned with the Proposal to be considered
responsive. If the Proposal does not include a completed HUB Subcontracting Plan, CPA will reject the
Proposal as a material failure to comply with advertised specifications.
CPA identified probable subcontracting opportunities in Part A. This list should not be considered a
mandatory or an exhaustive list. Other areas of subcontracting may be more appropriate given the
Respondent's business structure and internal resources. Please see the attached HUB Subcontracting
Plan for further instructions that require vendors to identify the specific areas intended for
subcontracting.
Search the State of Texas HUB Database for HUB vendors by the NIGP class and item at:
http://www2.cpa.state.tx.us/cmbilhubonly.html.
Additional minority and women owned business association resources are available for
subcontracting notices at: http://www.window.st_ate.tx.us/procurement/prog/hub/mwb-links-1/.
Respondent can find additional information and training regarding how to complete a HUB
Subcontracting Plan on the CPA Website at the following link:
http://www.window.state.tx.us/procurement/prog/hub/hub-subcontracting-plan j.
B.2.6 Cost of Submitting the Proposal
CPA will not reimburse the Respondent for any cost related to its Proposal. Respondent is responsible
for any expense related to the preparation and submission of its Proposal.
B.2.7 Public Information Act Disclosures
CPA is a governmental body subject to the Texas Public Information Act (the Act), Texas Government
Code Chapter 552, as are other potential Customers of the Contract. The Proposal and other
information submitted to the CPA by the Respondent are subject to release as public information by
the CPA and by any Customer that is also subject to the Act. The Proposal and other submitted
information is presumed subject to disclosure unless a specific exception to disclosure under the Act
applies. If it is necessary for the Respondent to include proprietary or otherwise confidential
information in its Proposal or other submitted information, the Respondent must clearly label that
proprietary or confidential information and identify the legal basis for confidentiality. Merely making
a blanket claim that the entire Proposal is protected from disclosure because it contains some
proprietary information is not acceptable, and will make the entire Proposal subject to release under
the Act. In order to trigger the process of seeking an Attorney General opinion on the release of
proprietary or confidential information, the specific provisions of the Proposal that are considered by
the Respondent to be proprietary or confidential must be clearly labeled as described above. Any
information which is not clearly identified by the Respondent as proprietary or confidential will be
deemed subject to disclosure pursuant to the Act. Respondent will irrevocably deemed to have
waived, and Respondent agrees to fully indemnify the State of Texas, CPA, and any Customer subject
to the Act from, any claim of infringement by CPA and any Customer subject to the Act regarding the
intellectual property rights of Respondent or any third party for any materials appearing in the
Proposal.
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Respondent is required to make any information created or exchanged with a state governmental
entity (as defined by Texas Government Code § 2252.907(d)) pursuant to this Contract, and not
otherwise excepted from disclosure under the Act, available in at least one of the following formats
that is accessible by the public at no additional charge to the State of Texas, CPA, or Customers:
portable document format (pdf) compatible with the latest version of Adobe Acrobat'; Microsoft
Word®; Microsoft Excel®; or, hard copy (paper).
If Respondent's Proposal contains any information, which Respondent claims is confidential and not
subject to release under the Act, Respondent must prepare and deliver to CPA four CDs containing
the following information:
1. Two CDs containing complete copies of all of Respondent's submissions pursuant to this
RFP. Respondent must mark these "Complete Proposal Documents, [Respondent's Name],
CPA RFP [RFP Numbed. CONTAINS CONFIDENTIAL INFORMATION."
2. Two CDs, each containing copies of all of Respondent's submissions with all information
claimed as confidential excised, blacked out, or otherwise redacted. Each of these CDs
must also contain an Appendix which contains clear references to all redacted information
including a general description of the redacted information. Respondent must mark these
CDs "For Public Release: Redacted Version of [Offeror's Namel, CPA RFP (RFP Numberl."
B.2.8 Agency Posting of Contracts
Without prior written notice to Respondent, the redacted Proposal submitted under Subsection 2 of
Section B.2.7, Public Information Act Disclosures, may be posted on CPA's website as part of the
Contract per Texas Government Code § 2261.253(a).
B.2.9 Irrevocability of the Proposal
The Proposal is irrevocable for 120 calendar days following the Proposal Opening Date and Time
identified in Part A. CPA may extend this period with Respondent's written agreement.
B.3 CONTRACT INFORMATION
B.3.1 Amending the Contract
All alterations, additions, or deletions of the Contract must be in writing and mutually agreed upon by
both Parties and put into effect with a Contract Amendment issued by the CPA. Contractor will not be
entitled to payment for any additional services, work, or products that are not authorized by a
properly executed Contract amendment.
B.3.2 Order of Precedence
In the event of any conflict or contradiction between or among these documents, the Notice of
Award, as modified by any Contract Amendments, controls over the RFP and the Proposal. The RFP,
as modified by any Addenda, controls over the Proposal.
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B.3.3 Terminating the Contract
B.3.3.1 Convenience of the State of Texas
CPA reserves the right to terminate the Contract at any time, in whole or in part, without cost
or penalty, by providing 30 calendar days' advance written notice, if CPA determines that such
termination is in the best interest of the state. In the event of such a termination, Contractor
must, unless otherwise mutually agreed upon in writing, cease all work immediately upon the
effective date of termination. Customers will be liable for payments for any goods or services
ordered from Contractor before the termination date.
B.3.3.2 Cause/Default
If Contractor fails to provide the goods or services contracted for according to the provisions
of the Contract, or fails to comply with any of the terms or conditions of the Contract, CPA
may, upon written notice of default to Contractor, immediately terminate all or any part of
the Contract. Termination is not an exclusive remedy, but will be in addition to any other
rights and remedies provided in equity, by law or under the Contract.
CPA may exercise any other right, remedy or privilege which may be available to it under
applicable law of the state and any other applicable law or may proceed by appropriate court
action to enforce the provisions of the Contract, or to recover damages for the breach of any
agreement being derived from the Contract. The exercise of any of the foregoing remedies
will not constitute a termination of the Contract unless CPA notifies Contractor in writing prior
to the exercise of such remedy. Contractor will remain liable for all covenants and indemnities
under the Contract. Contractor will be liable for all costs and expenses, including court costs,
incurred by CPA with respect to the enforcement of any of the remedies listed in this
Contract.
B.3.3.3 Change in Federal or State Requirements
If federal or state laws, regulations, or requirements are amended or judicially interpreted so
that either CPA or Respondent cannot reasonably fulfill the Contract and if the Parties cannot
agree to an amendment that would enable substantial continuation of the Contract, the
Parties will be discharged from any further obligations under the Contract.
B.3.3.4 TCPPD Purchasing Preference
Pursuant to Texas Human Resources Code Chapter 122, state agencies must purchase
products and services meeting the agency's specifications offered by a Community
Rehabilitation Program (CRP) certified by the Texas Council on Purchasing from People with
Disabilities (TCPPD), or its Central Nonprofit Agency, Texas Industries for the Blind and
Handicapped (TIBH). Should any item(s) awarded under any contract pursuant to this RFP
become available from a CRP through TIBH or TCPPD during the term of the contract, the
state may cease all use of the awarded contract immediately upon the availability of such
product or service, and may terminate the contract for some or all of such products or
services awarded.
B.3.3.5 Rights upon Termination or Expiration of Contract
In the event that the Contract is terminated for any reason, or upon its expiration, CPA and
Customer retain ownership of all associated work products and documentation obtained from
Contractor under the Contract.
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B.3.3.6 Survival of Terms
Termination of the Contract for any reason does not release Contractor from any liability or
obligation set forth in the Contract that is expressly stated to survive any such termination or
by its nature would be intended to be applicable following any such termination, including the
provisions regarding confidentiality, indemnification, transition, records, audit, property
rights, dispute resolution, and invoice and fees verification.
B.3.4 Contract Documentation
The Contract will consist of the Notice of Award, Listing of Awarded Items, and any Contract
Amendments to these documents issued by CPA; this RFP, together with any modifications made
through Addenda; and the successful Proposal, together with any clarifications that are submitted at
the request of CPA.
B.4 CONTRACT MANAGEMENT
B.4.1 Contract Managers
B.4.1.1 The CPA Contract Manager
The CPA Contract Manager has the authority to:
• sign Controlled Correspondence;
• serve as the day-to-day point -of -contact;
• coordinate quality control reviews;
• approve invoices;
• coordinate meetings with Contractor;
• investigate complaints;
• receive requests for substitutions or changes in goods or services awarded under the
Contract;
• initiate contract amendments; and
• discuss pricing changes.
B.4.1.2 The Contractor's Contract Manager
Respondent must identify its Contract Manager to CPA in writing within 10 days of the
issuance of the Purchase Order. Respondent should document all subsequent changes of
Contractor's Contract Manager through Controlled Correspondence. Contractor's Contract
Manager must be someone with the authority to:
• make decisions regarding the deliverables required by the Contract;
• sign Controlled Correspondence;
• serve as the day-to-day point -of -contact;
• coordinate quality control reviews;
• coordinate meetings with the CPA; and
• investigate complaints.
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B.4.2 Controlled Correspondence
In order to track and document requests for decisions or information pertaining to the Contract, and
the subsequent response to those requests, CPA and Contractor will use Controlled Correspondence
as discussed throughout this Contract. CPA will manage the Controlled Correspondence for the
Contract. For each Controlled Correspondence document, CPA will assign a tracking number and the
appropriate Party's Contract Manager will sign the document.
Controlled Correspondence cannot be used to change pricing or alter the terms of the Contract.
Controlled Correspondence cannot be the basis of a claim for equitable adjustment of pricing. Any
changes that involve the pricing or the terms of the Contract must be by a properly executed Contract
amendment. However, the Controlled Correspondence process may be used to document
refinements and interpretations of the provisions of the Contract, to document the cost impacts of
proposed changes, and to document CPA -approved changes to Contractor's HUB subcontracting plan.
Both Parties will maintain Controlled Correspondence documents in ongoing logs as part of the
normal status reporting process. Any communication not generated in accordance with this process is
not binding upon the Parties and is of no effect.
B.4.3 Notices and Liaisons
B.4.3.1 Delivery of Written Notices
Both Parties must deliver any required notice in writing to the other Party and to the
addresses specified in this Section or the Respondent Information Form. The Parties deem the
notice to have been given immediately if delivered in person to the receiving Party's address.
The Parties deem notice to have been given on the date of certified receipt, if placed in the
United States mail, postage prepaid, by registered or certified mail with return receipt
requested, addressed to the receiving Party at its specified address.
B.4.3.2 Notice to Contractor
Within 10 days of the issuance of the Notice of Award, Contractor must send CPA written
notice of the address and contact person for legal notice and Controlled Correspondence
purposes. If there is any change to this information during the term of the Contract,
Contractor must notify CPA by Controlled Correspondence.
13.4.3.3 Notice to CPA
CPA's address for all purposes under this Contract other than Controlled Correspondence is as
follows.
Mailing Address
Physical Address
Director, TPASS Division
Director, TPASS Division
Comptroller of Public Accounts
Comptroller of Public Accounts
P. 0. Box 13186
1711 San Jacinto Blvd
Austin, Texas 78711-3186
Austin, Texas 78701
With copies to (registered or certified mail with return receipt is not required for copies):
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Mailing Address
Physical Address
Deputy General Counsel for TPASS
Deputy General Counsel for TPASS
Comptroller of Public Accounts
Comptroller of Public Accounts
P. 0. Box 13186
1711 San Jacinto Blvd
Austin, Texas 78711-3186
Austin, Texas 78701
B.4.4 Subcontracting Approval
Contractor must perform the Contract with its own resources and those subcontractors identified in
Contractor's HUB Subcontracting Plan. In the event that Contractor determines that it is necessary or
expedient to execute additional or alternative subcontracts for any of the performances under the
Contract, Contractor must submit a revised HUB Subcontracting Plan for prior approval before
executing any subcontracts. Contractor must also transmit to the CPA for review and prior CPA
approval a true copy of the subcontract it proposes to execute with a subcontractor.
Contractor, in subcontracting for any performances specified in the RFP or resulting Contract,
expressly understands and acknowledges that in entering into such subcontract(s), CPA is in no
manner liable to any subcontractor(s) of the Contractor. In no event will this provision relieve
Contractor of the responsibility for ensuring that the performances rendered under all subcontracts
are rendered so as to comply with all terms of this RFP and Contract. Contractor must manage all
quality and performance, project management, and schedules for subcontractors. Contractor is
solely responsible and accountable for the completion of all work for which Contractor has
subcontracted.
B.4.5 No Implied Authority
Any authority delegated to the Contractor by CPA is limited to the terms of the Contract. Contractor
may not rely upon implied authority and specifically is not delegated authority under the Contract to;
(1) make public policy; (2) promulgate, amend, or disregard CPA program policy; or (3) unilaterally
communicate or negotiate, on behalf of the CPA, with any member of the U.S. Congress or any
member of their staff, any member of the Texas Legislature or any member of their staff, or any
federal or state agency.
B.4.6 Cooperation with the CPA
Contractor must ensure that it cooperates with CPA and other state or federal administrative
agencies, at no charge to the CPA, for purposes relating to the administration of the Contract.
Contractor agrees to reasonably cooperate with and work with the CPA's contractors, subcontractors,
and third party representatives as requested by the CPA.
B.4.7 Dispute Resolution
B.4.7.1 Informal Meetings. CPA and Contractor will meet as needed to implement the terms
of this Contract and will make a good faith attempt to resolve any disputes informally.
B.4.7.2 Alternative Dispute Resolution at State Office of Administrative Hearings. If the
Parties' attempts to resolve their disagreements informally fail, the Parties may agree, but are not
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required, to utilize the non -binding alternative dispute resolution services of the State Office of
Administrative Hearings (SOAH) to attempt to resolve their disagreements, claims, or disputes under
this Contract. Contractor will pay all costs of the mediation unless CPA, in its sole good faith
discretion, approves its payment of all or part of such costs. CPA or Contractor's participation in, or
the results of, any mediation under this subsection or the provisions of this Section will not be
construed as a waiver by CPA or Contractor of any rights, privileges, defenses, remedies, or
immunities available to the parties under this Contract or available to CPA as an agency of the State
of Texas.
B.4.7.3 Texas Government Code Chapter 2260. The Parties must use the dispute resolution
process provided for in Texas Government Code Chapter 2260, as further described in this Section, to
attempt to resolve any claim for breach of this Contract made by Contractor.
Contractor must submit claims for breach of this Contract that the Parties cannot resolve in the
ordinary course of business according to the negotiation process provided in Texas Government Code
Chapter 2260, Subchapter B. To initiate the process, Contractor must submit written notice, as
required by subchapter B, to CPA's Deputy Comptroller and to CPA TPASS as stated in Section
B.4.3. This written notice must specifically state that the provisions of Chapter 2260, subchapter B,
are being invoked. Compliance by Contractor with subchapter B is a condition precedent to the filing
of a contested case proceeding under Texas Government Code Chapter 2260, Subchapter C.
The contested case process provided in Texas Government Code Chapter 2260, Subchapter C is
Contractor's sole and exclusive process for seeking a remedy for any alleged breach of this Contract
by CPA if the Parties are unable to resolve their disputes informally. Compliance with the contested
case process provided in Texas Government Code Chapter 2260, Subchapter C is a condition
precedent to seeking consent to sue from the Legislature under Texas Civil Practices and Remedies
Code Chapter 107. Neither the execution of this Contract by CPA nor any other conduct of any CPA
representative relating to this Contract will be considered a waiver of sovereign immunity.
The submission, processing, and resolution of Contractor's claim is governed by CPA's published
rules, in 34 Tex. Admin. Code Chapter 1, Subchapter F.
B.4.7.4 Company's Continued Performance. Notwithstanding any other provision of this
Contract to the contrary, unless otherwise requested or approved in writing by CPA, Contractor must
continue performance and will not be excused from performance during the period any breach of
contract claim, dispute or mediation is pending under either of the above processes.
However, Contractor may suspend performance during the pendency of such claim or dispute if
Contractor has complied with all provisions of Texas Government Code § 2251.051 and such
suspension of performance is expressly applicable and authorized under that law.
B.4.7.5 Applicability to Customers. Except as otherwise provided by law or applicable rules,
the same terms and conditions in this section will apply to claims involving Contractor and any other
Customer subject to Texas Government Code Chapter 2260, substituting such other Customer for
"CPA" when referenced in this section.
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B.4.8 Fraud, Waste, and Abuse
By submitting a Proposal to the RFP, Respondent represents and warrants that it has read and
understood and will comply with CPA's Anti -Fraud Policy, found at:
http://www.window.state.tx.us/ssv/`ethics.htmi, as such Policy currently reads and as it is amended
throughout the term of the Contract.
B.4.9 Renegotiation of Price
CPA will monitor market prices and prices paid by other governmental entities or other states for
substantially similar goods and services during the term of the Contract. If CPA determines that
substantially similar goods and services are selling for meaningfully lower prices than the prices
established in the Contract, CPA may initiate price renegotiations with Contractor and amend the
Contract to reflect a new, lower price, if agreed to by the Parties.
B.4.10 Name Changes and Organizational Changes
Contractor must provide CPA with written notice by Controlled Correspondence of all name changes
and organizational changes relating to Contractor including any merger, acquisition, or sale no later
than ten business days of such change. Contractor, in its notice, must describe the circumstances of
the name change or organizational change, state its new name, provide the new Tax Identification
Number, and describe how the change will impact its ability to perform the Contract. If the change
entails personnel changes for personnel performing the responsibilities of the Contract for
Contractor, Contractor must identify the new personnel and provide resumes to CPA, if resumes were
originally required by the RFP. CPA may request other information about the change and its impact
on the Contract and Contractor must supply the requested information within five working days of
receipt of the request. All written notifications of organizational change must include a detailed
statement specifying the change and supporting documentation evidencing continued right of
Contractor or successor entity, as applicable, to maintain its status as a party to this Contract.
CPA may terminate the Contract due to any change to Contractor that materially alters the
Contractor's ability to perform under the Contract. CPA has the sole discretion to determine if
termination is appropriate. See also Section B.7.10 (No Assignment by Contractor).
B.4.11 News Releases
CPA does not endorse any vendor, commodity, or service. News releases pertaining to this
transaction and/or advertisements, publications, declarations and any other pronouncements by the
Contractor using any means or media mentioning the State of Texas or the CPA or a Customer must
be approved in writing by the State of Texas, CPA, or the Customer, as applicable, prior to public
dissemination. Contractor may not send out unsolicited electronic mail or facsimile transmissions to
CPA and/or Customer without prior written approval of the CPA Contract Manager, regardless of
whether the proposed communication specifically references the awarded Contract.
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B.5 FINANCIAL INFORMATION
B.5.1 Appropriations
All obligations of CPA and Customers are subject to the availability of legislative appropriations and,
for Customers expending federal funds, to the availability of the federal funds applicable to the
Contract. Respondent acknowledges that the ability of CPA and Customers to make payments under
the Contract is contingent upon the continued availability of funds. Respondent further acknowledges
that funds may not be specifically appropriated for the Contract and CPA's or Customers' continual
ability to make payments under the Contract is contingent upon the funding levels appropriated for
each particular appropriation period. CPA and Customers will use all reasonable efforts to ensure that
such funds are available. Respondent agrees that if future levels of funding for CPA or a Customer are
not sufficient to continue operations without any operational reductions, the CPA, in its discretion,
may terminate the Contract, either in whole or in part, or the Customer, in its discretion, may
terminate a pending order under the Contract, either in whole or in part. In the event of such
termination, CPA or Customer will not be considered to be in default or breach under the Contract,
nor will either be liable for any further payments ordinarily due under the Contract, nor will either be
liable for any damages or any other amounts which are caused by or associated with such
termination. CPA and Customer will make best efforts to provide reasonable written advance notice
to the Respondent of any such Contract or order termination. In the event of such a termination,
Respondent must, unless otherwise mutually agreed upon in writing, cease all work immediately
upon the effective date of termination, either on that particular order if an order is being terminated,
or the Contract, if the Contract is being terminated. CPA or Customer will be liable for payments
limited only to the portion of work the CPA or the Customer authorized in writing and which the
Respondent has completed, delivered to the CPA or Customer, and which has been accepted by the
CPA or Customer. All such work must be completed, per the Contract requirements, prior to the
effective date of termination.
B.5.2 Audit Requirements
Pursuant to Texas Government Code § 2262.154, the State Auditor's Office, or successor agency, may
conduct an audit or investigation of Contractor or any other entity or person receiving funds from the
state directly under the Contract or indirectly through a subcontract under the Contract. The
acceptance of funds by Contractor or any other entity or person directly under the Contract or
indirectly through a subcontract under the Contract acts as acceptance of the authority of the State
Auditor's Office, 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,
the Contractor or other entity that is the subject of an audit or investigation must provide the State
Auditor's Office with access to any information the State Auditor's Office considers relevant to the
investigation or audit. The Contract may be amended unilaterally by the CPA to comply with any rules
and procedures of the State Auditor's Office in the implementation and enforcement of Texas
Government Code § 2262.154. Contractor must ensure that this clause concerning the authority to
audit funds received indirectly by subcontractors through Contractor and the requirement to
cooperate is included in any subcontract it awards.
Customers who order under the Contract using federal or grant funds may have additional audit
requirements that are required by law or regulation. Those additional requirements will be included
on the purchase order for that particular order.
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6.5.3 Invoicing and Payment Requirements
In order to receive payment under the Contract, Contractor must submit an original invoice to the
Customer placing the order, which will be designated in the purchase order as the "Bill To" address.
To be a proper invoice that may be accepted and paid, the invoice must include the following
information and/or attachments:
(1) Name and address of the Contractor.
(2) Contractor's Texas Identification Number (TIN).
(3) Contractor's invoice remittance address.
(4) The purchase order number authorizing the delivery of products or services.
(5) A description of what the Contractor delivered, including, as applicable, the time period, serial
number, unit price, quantity, and total price of the products and services. If the invoice is for a
lease, the Contractor must also include the payment number (e.g., 1 of 36).
If an authorized dealer has fulfilled the purchase order, then the dealer's information should be
supplied in lieu of Contractor's information.
If an invoice does not meet this Section's requirements, CPA or Customer will send Contractor written
notice with the improper invoice within 21 calendar days after receipt of the invoice. The notice will
contain a description of the defect or impropriety and any additional information the Contractor
needs to correct the invoice.
For purposes of this Section and Sections B.5.4 and B.5.5, the CPA will only be receiving and paying
invoices when CPA has placed an order with the Contractor for CPA needs. Otherwise, the orders will
be for Customers, as defined in SectionA.1
13.5.4 Disputed Invoices
This section applies only to Customers for whom the relevant provisions of Texas Government Code
Chapter 2251 applies and only as provided by the relevant provisions of Texas Government Code
Chapter 2251.
As stated above, Contractor will receive notice of an error in an invoice submitted for payment by not
later than the 21st day after the date the invoice was received by the state. If an invoice dispute is
resolved in favor of the Contractor, the Contractor is entitled to receive interest on the unpaid
balance of the invoice, beginning on the date the invoice became overdue, pursuant to Texas
Government Code § 2251.021. If a dispute is resolved in favor of CPA or Customer, Contractor will
submit a corrected invoice that must be paid in accordance with Texas Government Code § 2251.021.
The unpaid balance accrues interest if CPA or Customer does not pay the corrected invoice by the
appropriate date.
B.5.5 Time and Manner of Payment
This section applies only to Customers to which the relevant provisions of Texas Government Code
Chapter 2251 applies and only as provided by the relevant provisions of Texas Government Code
Chapter 2251.
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Pursuant to Texas Government Code Chapter 2251, Payment by the CPA or a state entity Customer is
overdue on the 31st day after the later of: (1) the date the CPA or Customer receives the goods under
the Contract; (2) the date the performance of the service under the contract is completed; or (3) the
date the CPA or Customer receives the invoice for the goods or service.
Payment by a political subdivision Customer whose governing body meets only once a month or less
frequently is overdue on the 46th day after the later event of: (1) the date the Customer receives the
goods under the Contract; (2) the date the performance of the service under the contract is
completed; or (3) the date the Customer receives the invoice for the goods or service.
B.5.6 Antitrust and Assignment of Claims
Contractor represents and warrants that neither Contractor nor any firm, corporation, partnership, or
institution represented by Contractor, or anyone acting for such firm, corporation or institution has
(1) violated the antitrust laws of the State of Texas under Texas Business & Commerce Code, Chapter
15, or the federal antitrust laws; or (2) communicated directly or indirectly the Proposal to any
competitor or any other person engaged in such line of business during the procurement process for
this Contract.
Contractor assigns to the State of Texas all of Contractor's rights, title, and interest in and to all claims
and causes of action Contractor may have under the antitrust laws of Texas or the United States for
overcharges associated with the Contract.
B.5.7 Debts and Delinquencies
CPA is prohibited from issuing any payment to a person or entity that has been reported as having an
indebtedness or delinquency to the state. Contractor agrees that, to the extent Contractor owes any
debt or delinquent taxes to the State of Texas, CPA will apply any payments or other amounts
Contractor is otherwise owed under this Contract toward the debt or delinquent taxes until the debt
or delinquent taxes are paid in full. Contractor agrees to comply with all applicable laws regarding
satisfaction of debts or delinquencies to the State of Texas.
B.5.8 Liability for and Payment of Taxes
CPA and certain Customers are exempt from State Sales tax and Federal Excise tax. Customers will
furnish Tax Exemption Certificate(s) to the Contractor upon request. The Contractor must pay all
taxes resulting from the RFP and Contract including any federal, state, or local income, sales, excise,
franchise, or property taxes. CPA and Customers are not liable to reimburse the Contractor for the
payment of taxes incurred by Contractor in acquiring any goods or services as a part of any work
called for in this RFP and Contractor's invoice may not include any amount for such taxes, as long as
the Customer has provided the requested Tax Exemption Certificates.
B.5.9 Method of Purchase and Vesting Ownership
CPA and Customer will purchase all goods or services purchased through this Contract using an
outright purchase. Upon installation, acceptance, and payment, Customer will receive title to any
personal property purchased and delivered to it, except as otherwise agreed to in the Contract.
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B.S.10 No Debt Against the State
The Contract does not create any debt by or on behalf of the State of Texas.
B.S.11 Refunds
If CPA determines that it or a Customer has overpaid the Contractor under the Contract, Contractor
will refund that amount to the CPA or Customer, depending on the entity that overpaid. CPA or
Customer may offset and deduct the amount of the overpayment from any amount owing, as a
reimbursement, but unpaid to the Contractor. Contractor will refund any overpayment within 30
calendar days of receipt of the notice of the overpayment.
If any reimbursement, or a portion of a reimbursement, is disallowed as a result of an audit finding
that the Contractor failed to follow the requirements for the Contract, then the Contractor agrees
that the CPA or Customer may recoup the disallowed amount from funds payable under the Contract,
to the extent the disallowed amount was incurred by the CPA or Customer. If an audit identifies a
disallowed amount after the expiration date of the Contract, CPA or Customer will send the
Contractor notice of the audit results and specifically identify the amount that must be refunded by
the Contractor. Contractor will refund the disallowed amount within 30 calendar days of receipt of
the notice.
B.S.12 Travel
Contractor is responsible for any travel or per diem required to perform its obligations under the
Contract. All travel and per diem that the state requests in addition to what the Contract requires the
Contractor to provide at the Contractor's expense will be paid in accordance with State of Texas
Travel Allowance Guide.
B.S.13 Direct Deposit
CPA encourages Contractors to receive payment by electronic means (e.g., direct deposit) as provided
by CPA.
B.6 CONFIDENTIALITY AND SECURITY
Contractor must maintain and protect any information it receives, compiles, or creates as a result of
the Contract in accordance with any federal, state, or local laws and regulations that apply.
Contractor must establish a method to secure the confidentiality of records and other information
relating to Customers in accordance with applicable federal and state laws, rules, and regulations.
The obligations of Contractor under this Confidentiality and Security section will survive this Contract
and must be included in all subcontracts.
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B.7 TERMS AND CONDITIONS
6.7.1 Affirmations
Submitting a Proposal with a false statement is a material breach of contract and the Proposal or the
Contract will be void. Respondent will be removed from all Proposal lists. By submission of a signed
Proposal, the Respondent certifies the following.
B.7.1.1 Respondent has not given, offered to give, and does not intend to give at any time hereafter
any economic opportunity, future employment, gift, loan, gratuity, special discount, trip,
favor, or service to a public servant in connection with the submitted response. Violation of
this requirement may result in the termination of the Contract at CPA's discretion.
B.7.1.2 Respondent waives any claim against and releases CPA, its officers, employees, agents, and
attorneys from liability with respect to disclosure of information provided under or in this
Contract or otherwise created, assembled, maintained, or held by Respondent and
determined by the Attorney General or a court of law to be subject to disclosure under the
Texas Public Information Act.
B.7.1.3 Respondent will promptly notify CPA in the event that any representations and warranties
provided in this Contract are no longer true and correct. Respondent acknowledges that all of
its representations and warranties contained in any part of its Proposal and this Contract are
material and have been relied upon by the CPA in selecting the Respondent for the award of
the Contract. Further, the Respondent warrants and represents that all of its statements and
representations made to the CPA prior to being awarded the Contract are material, true and
correct.
B.7.2 Civil Rights
The Respondent agrees that no person will, on the ground of race, color, religion, sex, national origin,
age, disability, political affiliation, or religious belief, be excluded from the participation in, be denied
the benefits of, be subjected to discrimination under, or be denied employment in the administration
of, or in connection with, any program or activity funded in whole or in part with funds available
under this Contract. Respondent will comply with Executive Order 11246, "Equal Employment
Opportunity," as amended by Executive Order 11375, "Amending Executive Order 11246 relating to
Equal Employment Opportunity," and as supplemented by regulations at 41 C.F.R. Part 60, "Office of
Federal Contract Compliance Programs, Equal Employment Opportunity Department of Labor."
B.7.3 Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion
CPA is federally mandated to adhere to the directions provided in the President's Executive Order
(EO) 13224, Executive Order on Terrorist Financing - Blocking Property and Prohibiting Transactions
With Persons Who Commit, Threaten to Commit, or Support Terrorism, effective 9/24/2001 and any
subsequent changes made to it via cross-referencing Respondents/vendors with the Federal General
Services Administration's System for Award Management (SAM), https://www.sam.gov, which is
inclusive of the United States Treasury's Office of Foreign Assets Control (OFAC) Specially Designated
National (SDN) list.
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Respondent certifies that the responding entity and its principals are eligible to participate in this
transaction and have not been subjected to suspension, debarment, or similar ineligibility determined
by any federal, state or local governmental entity and the Respondent is in compliance with the State
of Texas statutes and rules relating to procurement and that Respondent is not listed on the federal
government's terrorism watch list as described in Executive Order 13224. Entities ineligible for
federal procurement are listed at https://www.sam.gov.
B.7.4 Records Retention
Contractor must retain all financial records, supporting documents, statistical records, and any other
records or books relating to the performances called for in the Contract. Contractor must retain these
records for a period of seven years after the expiration of the Contract, or until CPA or the State
Auditor's Office (SAO) is satisfied that all audit and litigation matters are resolved, whichever period is
longer. Contractor will grant access to all books, records, and documents pertinent to the Contract to
CPA, SAO, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract.
B.7.5 Environmental Protection
Respondent must comply with all applicable standards, orders, or regulations issued pursuant to the
mandates of the Clean Air Act (42 U.S.C. § 7401 et seq.) and the Federal Water Pollution Control Act,
as amended, (33 U.S.C. § 1251 et seq.).
B.7.6 Prohibition on Lobbying
Respondent must comply with the provisions of a federal law known generally as the Lobbying
Disclosure Act, 2 U.S.C. §1601 et seq. By submitting a Proposal, Respondent certifies that it will not
and has not used federally appropriated funds to pay any person or organization for influencing or
attempting to influence any officer or employee of any federal agency, a member of Congress, officer
or employee of Congress, or an employee of a member of Congress in connection with obtaining any
federal contract, grant, or any other award covered by 31 U.S.C. § 1352. It also certifies that
Respondent will disclose any lobbying with non-federal funds that takes place in connection with
obtaining any federal award.
B.7.7 Copyrights and Publications
Contractor understands and agrees that, where activities supported by the Contract produce original
books, manuals, films, or other original material (referred to in this Contract as "the works"),
Contractor may copyright the works subject to the reservation by CPA and affected Customers of a
royalty -free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to
authorize others to use, for state or political subdivision purposes:
• the copyright in the works developed under the Contract, and
• any rights of copyright to which Contractor purchases ownership with funding from the
Contract.
Contractor may publish, at its expense, the results of Contract performance with prior CPA review
and approval of that publication. Any publication (written, visual, or sound) must include
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acknowledgment of the support received from CPA and Customers. Contractor must provide one
copy of any such publication to CPA. CPA reserves the right to require additional copies before or
after the initial review. Contractor must provide all copies free of charge to CPA.
B.7.8 Certifications
8.7.8.1 Child Support Obligations
Under Texas Family Code § 231.006, (relating to child support) Respondent, by submitting its
Proposal, certifies that it is not ineligible to receive a payments under the Contract and
acknowledges that the Contract may be terminated and payment may be withheld if this
certification is inaccurate.
8.7.8.2 Franchise Tax Certification
Respondent, by submitting its Proposal, certifies that it is exempt or not delinquent in the
payment of any franchise taxes owed the State of Texas under Chapter 171, Texas Tax Code. If
Respondent is a qualifying business entity type per CPA guidelines and is not set up in the
Texas Franchise Tax system, Respondent must do so prior to contracting with the State of
Texas.
8.7.8.3 Certification Concerning Dealings with Public Servants
Respondent, by submitting its Proposal, certifies that it has not given and does not intend to
give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity,
special discount, trip, favor, or service to a public servant in connection with this transaction.
B.7.8.4 Certification Concerning Financial Participation
Under Texas Government Code § 2155.004, Respondent certifies that the individual or
business entity named in this Proposal or contract is not ineligible to receive the specified
contract and acknowledges that this contract may be terminated and payment withheld if this
certification is inaccurate. Section 2155.004 prohibits a person or entity from receiving a state
contract if that person or entity received compensation for participating in preparing the
solicitation or specifications for the Contract.
8.7.8.5 Certification Concerning Hurricane Relief
A state agency may not accept a Proposal or award a contract, including a contract for which
purchasing authority is delegated to a state agency, that includes proposed financial
participation by a person who, during the five year period preceding the date of the Proposal
or award, has been: (1) 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 Section 39.459, Utilities Code, Hurricane Katrina, or any other
disaster occurring after September 24, 2005; or (2) 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 by Section 39.459, Utilities Code, Hurricane Katrina, or any other disaster occurring
after September 24, 2005.
Under Texas Government Code Section 2261.053, Respondent certifies that the individual or
business entity named in this Proposal or contract is not ineligible to receive this Contract and
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acknowledges that this Contract may be terminated and payment withheld if this certification
is inaccurate.
Under Texas Government Code Section 2155.006Respondentcertifies that the individual or
business entity named in this Proposal or contract is not ineligible to receive this Contract and
acknowledges that this Contract may be terminated and payment withheld if this certification
is inaccurate.
B.7.8.6 Certification Concerning Restricted Employment for Former State Officers or Employees under
Texas Government Code § 572.069
Respondent certifies that it has not employed and will not employ a former CPA or Customer
state agency employee or state officer who participated in a procurement or contract
negotiation for CPA or Customer state agency involving Respondent within two years after the
state officer or employee left state agency employment or service.
This certification only applies to former state officers or employees whose state service or
employment ceased on or after September 1, 2015.
B.7.9 Independent Contractor
Respondent is not an employee, officer, or agent of CPA for any purpose under this solicitation or
Contract. Respondent is and remains an independent contractor in relationship to CPA. CPA shall not
be responsible for withholding taxes from payments made under the Contract. Respondent may not
claim vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or
disability benefits, unemployment insurance benefits, or employee benefits of any kind from CPA.
B.7.10 No Assignment by Contractor
Contractor may not assign its rights under the Contract or delegate the performance of its duties
under the Contract without prior written approval from the CPA.
B.7.11 Indemnification and Liability
Acts or Omissions
Contractor shall indemnify and hold harmless the State of Texas, CPA, and Customers, AND/OR
THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR
DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL
RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from any acts or
omissions of the Contractor or its agents, employees, subcontractors, order fulfillers, or suppliers of
subcontractors in the execution or performance of the Contract and any Purchase Orders issued
under the Contract. THE DEFENSE SHALL BE COORDINATED BY CONTRACTOR WITH THE OFFICE OF
THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY
LAWSUIT AND CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING
THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. CONTRACTOR AND THE
CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.
Infringements
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a) Contractor shall indemnify and hold harmless the State of Texas, CPA, and Customers, AND/OR
THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES
from any and all third party claims involving infringement of United States patents, copyrights,
trade and service marks, and any other intellectual or intangible property rights in connection with
the PERFORMANCES OR ACTIONS OF CONTRACTOR PURSUANT TO THIS CONTRACT. CONTRACTOR
AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH
CLAIM. CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS'
FEES. THE DEFENSE SHALL BE COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE ATTORNEY
GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY _LAWSUIT AND
CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE
CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL.
b) Contractor shall have no liability under this section if the alleged infringement is caused in whole
or in part by: (i) use of the product or service for a purpose or in a manner for which the product or
service was not designed, (ii) any modification made to the product without Contractor's written
approval, (iii) any modifications made to the product by the Contractor pursuant to Customer's
specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v)
any use of the product or service by Customer that is not in conformity with the terms of any
applicable license agreement. c) If Contractor becomes aware of an actual or potential claim, or
Customer provides Contractor with notice of an actual or potential claim, Contractor may (or in the
case of an injunction against Customer, shall), at Contractor's sole option and expense; (i) procure
for the Customer the right to continue to use the affected portion of the product or service, or (ii)
modify or replace the affected portion of the product or service with functionally equivalent or
superior product or service so that Customer's use is non -infringing.
Taxes/Workers' Compensation/Unemployment Insurance — Including Indemnity
1) CONTRACTOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT,
CONTRACTOR SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF
CONTRACTOR'S AND CONTRACTOR'S EMPLOYEES' TAXES OF WHATEVER KIND, ARISING OUT OF
THE PERFORMANCES IN THIS CONTRACT. CONTRACTOR AGREES TO COMPLY WITH ALL STATE AND
FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING WAGES, TAXES,
INSURANCE, AND WORKERS' COMPENSATION. THE STATE OF TEXAS, CPA, AND/OR THE CUSTOMER
SHALL NOT BE LIABLE TO THE CONTRACTOR, ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE
PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT INSURANCE AND/OR WORKERS'
COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER
GOVERNMENTAL ENTITY CUSTOMER.
2) CONTRACTOR AGREES TO INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS, CPA,
CUSTOMERS, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AND/OR
ASSIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL
RELATED COSTS, ATTORNEYS' FEES, AND EXPENSES, RELATING TO TAX LIABILITY, UNEMPLOYMENT
INSURANCE AND/OR WORKERS' COMPENSATION IN ITS PERFORMANCE UNDER THIS CONTRACT.
CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE
DEFENSE SHALL BE COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL
WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND CONTRACTOR
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MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE
OFFICE OF THE ATTORNEY GENERAL. CONTRACTOR AND THE CUSTOMER AGREE TO FURNISH
TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.
B.7.12 Contractor Liability for Damage to Government Property
Contractor is liable for all damages to government -owned, leased, or occupied property and
equipment caused by Contractor and its employees, agents, subcontractors, and suppliers, including
any delivery or cartage company, in connection with any performance pursuant to the Contract.
Contractor must notify the CPA Contract Manager in writing of any such damage within one calendar
day.
B.7.13 Force Majeure
CPA, any Customer, and Contractor will not be responsible for delays in performance under the
Contract should it be prevented from performance by an act of war, order of legal authority, act of
God, or other unavoidable cause not attributable to the fault or negligence of CPA, Customer, or
Contractor.
In the event of an occurrence under this Section, the CPA, Customer, or Contractor (Parties) will be
excused from any further performance or observance of the requirements so affected for as long as
such circumstances prevail and the Party continues to use commercially reasonable efforts to
recommence performance or observance whenever and to whatever extent possible without delay.
The Party will immediately notify the other Party(ies) by telephone (to be confirmed in writing within
five calendar days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
B.7.14 Buy Texas
In accordance with Texas Government Code § 2155.4441, Contractor must, in performing any
services under the Contract, purchase products and materials produced in Texas when they are
available at a comparable price and in a comparable period of time to products and materials
produced outside Texas.
B.7.15 Miscellaneous Terms and Conditions
B.7.15.1 Permits
Respondent will be responsible, at the Respondent's expense, for obtaining all permits or
licenses required by city, county, state, or federal rules, regulations, law, or codes that pertain
to the Contract.
B.7.15.2 Electrical Items
All electrical items provided by Contractor to CPA or a Customer under the Contract must
meet all applicable OSHA standards and regulations, and bear the appropriate listing from UL,
FMRC, or NEMA, or other applicable regulating body.
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B.7.15.3 Executive Head
Pursuant to Texas Government Code § 669.003, the CPA may not enter into a contract with a
person who employs a current or former Executive Head of a state agency until four years
have passed since that person was the executive head of the state agency. By submitting a
Proposal, Respondent certifies that it does not employ any person who was the Executive
Head of a state agency in the past four years.
B.7.15.4 Terminated Contracts
By submitting a Proposal, Respondent certifies that it has not had a contract terminated or
been denied the renewal of any contract for non-compliance with policies or regulations of
any state or federally funded program within the past five years nor is it currently prohibited
from contracting with a governmental agency. If the Respondent does have such a terminated
contract, Respondent must identify each and provide an explanation for the termination.
B.7.16 Non -Waiver of Rights
Failure of a Party to require performance by another Party under the Contract will not affect the right
of such Party to require performance in the future. No delay, failure, or waiver of either Party's
exercise or partial exercise of any right or remedy under the Contract operates to limit, impair,
preclude, cancel, waive, or otherwise affect such right or remedy. A waiver by a Party of any breach
of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach.
The terms and conditions set forth in this section apply with equal force as to Contractor and
Customers.
B.7.17 No Waiver
The Parties expressly agree that no provision of the Contract is in any way intended to constitute a
waiver by the CPA or the State of Texas or any Customer of any immunities from suit or from liability
that the CPA or the State of Texas or any Customer may have by operation of law.
Nothing in this Contract should be construed as a waiver of the sovereign immunity of the State of
Texas, CPA, or Customers. This Contract does not constitute or should not be construed as a waiver of
any of the privileges, rights, defenses, remedies, or immunities available to the State of Texas, CPA, or
Customers. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses,
remedies, or immunities available to the State of Texas, CPA, or Customers under this Contract or
under applicable law does not constitute a waiver of such privileges, rights, defenses, remedies, or
immunities or be considered as a basis for estoppel. CPA does not waive any privileges, rights,
defenses, or immunities available to CPA by entering into this Contract or by its conduct prior to or
subsequent to entering into this Contract.
B.7.18 Severability
If any provision of the Contract is for any reason held to be unenforceable, the remainder of the
Contract remains fully enforceable.
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B.7.19 Applicable Law and Venue
Respondent agrees that the Contract in all respects will be governed by and construed in accordance
with the laws of the State of Texas, except for its provisions regarding conflicts of laws. Respondent
also agrees that the exclusive venue and jurisdiction of any legal action or suit concerning the CPA
under this Contract is, and that any such legal action or suit will be brought, in a court of competent
jurisdiction in Travis County, Texas.
B.7.20 Compliance with Laws; Dealing with Public Servants
The Contractor must comply with all applicable laws at all times, including, without limitation, the
following: (i) Texas Penal Code § 36.02, which prohibits bribery; (ii) Texas Penal Code § 36.09, which
prohibits the offering or conferring of benefits to public servants; (iii) Texas Government Code §
2155.003, which prohibits the chief clerk or any other employee of the CPA from having an interest
in, or in any manner be connected with, a contract or Proposal for a purchase of goods or services by
an agency of the state or accept from any person to whom a contract has been awarded anything of
value or a promise, obligation, or contract for future reward or compensation.
Contractor must give all notices and comply with all laws and regulations applicable to furnishing and
performance of the Contract. Except where otherwise expressly required by applicable laws and
regulations, CPA is not responsible for monitoring Contractor's compliance with any laws or
regulations. If Contractor performs any work knowing or having reason to know that it is contrary to
laws or regulations, Contractor bears all claims, costs, losses and damages caused by, arising out of or
resulting from such performance.
B.7.21 Insurance and Other Security
Respondent represents and warrants that it will obtain and maintain for the term of the Contract all
insurance coverage required specifically by Part A of this RFP and generally to ensure proper
fulfillment of the Contract and its liabilities thereunder. Respondent will insure any of its motor
vehicles used to fulfill its duties under the Contract and ensure that its subcontractors do the same.
Such insurance must comply with Texas statutory requirements and also cover any cargo being
delivered to Customers.
B.7.22 Deceptive Trade Practices; Unfair Business Practices
Respondent represents and warrants that it has not been the subject of allegations of Deceptive
Trade Practice violations under Texas Business and Commerce Code Chapter 17 or allegations of any
unfair business practice in any administrative hearing or court suit. Respondent represents and
warrants that it has not been found to be liable for such practices in such proceedings. Respondent
certifies that it has no officers who have served as officers of other entities who have been the
subject of allegations of Deceptive Trade Practice violations or allegations of any unfair business
practices in an administrative hearing or court suit, and further certifies that such officers have not
been found to be liable for any such practices in such proceedings.
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B.7.23 Immigration
The Contractor represents and warrants that it will comply with the requirements of the Immigration
and Nationality Act (8 U.S.C.§ 1101 et seq.) and all subsequent immigration laws and amendments.
B.7.24 Key Personnel Change Management
Respondent agrees that the key personnel assigned to the Contract will remain available for the
entirety of the project throughout the term of the Contract as long as that individual is employed by
Respondent or unless CPA agrees to a change in the key personnel.
B.7.25 Federal, State, and Local Laws, Regulations, and Requirements
B.7.25.1 Contractor must comply with all laws, regulations, requirements and guidelines applicable to
a Contractor providing services to the State of Texas as these laws, regulations, requirements and
guidelines currently exist and as they are amended throughout the term of this Contract. CPA
reserves the right, in its sole discretion, to unilaterally amend this Contract throughout its term to
incorporate any modifications necessary for CPA or Contractor's compliance with all applicable
federal, state, and local laws and regulations.
Contractor will indemnify the State of Texas and will pay all costs, penalties, or losses resulting from
Respondent's omission or breach of this Section.
B.7.26 Taxes
B.7.26.1 State and Federal Tax Law.
Respondent must comply will all federal and state tax laws and withholding requirements.
B.7.26.2 Federal Tax Reform Act.
Contractor must demonstrate on -site compliance with the Federal Tax Reform Act of 1986, Section
1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2s to
common law employees.
B.7.27 Worker's Compensation
Respondent is responsible for both federal and state unemployment insurance coverage and
standard Worker's Compensation insurance coverage. The State of Texas is not liable to Respondent
or its employees for any Unemployment or Workers' Compensation coverage or any federal or state
withholding requirements.
B.7.28 No Liability Upon Termination
If this Contract is terminated for any reason, the State of Texas, CPA, and Customer are not liable
to Contractor for any damages, claims, losses, or any other amounts arising from or related to
termination. However, Contractor may be entitled to the remedies provided in Texas Government
Code Chapter 2260.
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B.7.29 Felony Criminal Convictions
Respondent represents and warrants that Respondent has not and Respondent's employees have not
been convicted of a felony criminal offense, or that, if such a conviction has occurred, Respondent
has fully advised CPA as to the facts and circumstances surrounding the conviction. If awarded the
contract, Contractor has a continuing duty to amend, supplement, or correct this representation and
warranty not later than ten days after discovering additional information relating to felony criminal
convictions of Contractor or any of its employees. Contractor will not allow any employee convicted
of a felony criminal offense to perform tasks related to the contract without such disclosure and
express permission from CPA.
B.7.30 Drug -Free Workplace
Respondent must comply with the applicable provisions of the Drug -Free Work Place Act of 1988.
B.7.31 Vendor Performance Before and After Award
In accordance with Texas Government Code §§ 2155.074 and 2262.055, vendor performance may be
used as a disqualification factor in the award of any contract resulting from this solicitation.
CPA may conduct reference checks with other entities regarding past performance. In addition to
evaluating performance through the Vendor Performance Tracking System (VPTS) as authorized by 34
Texas Administrative Code § 20.108, CPA may examine other sources of Respondent performance
including notices of termination, cure notices, assessments of liquidated damages, litigation, audit
reports, and non -renewals of contracts. These sources of Respondent performance may include any
governmental entity, whether an agency or political subdivision of the State of Texas, another state,
or the federal government. Further, CPA may initiate these examinations of Respondent's
performance based upon media reports. Any investigations are at CPA's sole discretion, and any
negative findings, as determined by CPA, may result in a non -award to Respondent. Information
pertaining to VPTS is located on CPA's website at:
http://www,window.texas.pov/procurement/prog/vendor performance/.
Additionally, per Texas Government Code § 2155.089, CPA or state agency Customers will review
successful Contractor's performance under a contract resulting from this solicitation after the
Contract is completed or otherwise terminated. These reviews and any resulting classification grades
will be posted on the Vendor Performance Tracking System as noted in Texas Government Code §
2262.055,
B.7.32 State of Texas Debarment
In the event that Respondent has repeated unfavorable VPTS performance reviews, repeated
unfavorable VPTS grading classifications, or has more than two contract terminations within the
preceding three years for unsatisfactory performance, CPA may bar a vendor from participating in
state contracts for a period commensurate with the seriousness of Respondent's action and the
damage to the state's interests.
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B.7.33 Electronic and Information Resources Accessibility Standards, As Required by 1 Texas
Administrative Code Chapter 213 (Applicable to State Agency and Institutions of Higher
Education Purchases Only)
(1) Effective September 1, 2006, state agencies and institutions of higher education must procure
products which comply with the State of Texas Accessibility requirements for Electronic and
Information Resources specified in 1 Texas Admin. Code Chapter 213 when such products are
available in the commercial marketplace or when such products are developed in response to a
procurement solicitation.
(2) Respondent must provide DIR with the URL to its Voluntary Product Accessibility Template (VPAT)
for reviewing compliance with the State of Texas Accessibility requirements (based on the federal
standards established under Section 508 of the Rehabilitation Act), or indicate that the
product/service accessibility information is available from the General Services Administration "Buy
Accessible Wizard" (http://www.buyaccessible.pov). Respondents not listed with the "Buy Accessible
Wizard" or supplying a URL to their VPAT must provide DIR with a report that addresses the same
accessibility criteria in substantively the same format. Additional information regarding the "Buy
Accessible Wizard" or obtaining a copy of the VPAT is located at http://www.section508.goy/.
RFP No. 304T-17-946M2
Page B28
20160122
CLENN NECAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS
NOTICE OF AWARD
Payee ID#: 11352664707 Contact Name: Mary B. Lewis
Citibank N.A. Phone: 512-560-2697
388 Greenwich Street E-Mail: mary.b.lewis@citi.com
New York, NY 10013
Re: Contract No.: 946M2-1857
RFP No.: 304T-17-946M2
Description: Commercial Charge Card Services
Term of Contract: June 1, 2017 through August 31, 2019
Your company, Citibank N.A., a subsidiary of Citigroup Inc., submitted a Proposal to the Texas
Comptroller of Public Accounts (CPA) in response to the above -referenced Request for Proposal
(RFP). Subsequently, the parties negotiated mutually agreeable exceptions to the terms and conditions
of the RFP. This letter is to inform you that the Comptroller accepts your Proposal and the
accompanying Rebate Schedule dated on April 10, 2017, with modifications agreed to by Citibank
N.A. via the attached Acceptance of Terms.
As stated in the RFP, no minimum compensation under the Contract is guaranteed.
Any payment due under this Contract will be applied towards any debt, including but not limited to
delinquent taxes and child support, which is owed to the state of Texas.
The terms and conditions of this Contract may be modified only through a written amendment executed
by an authorized representative of the CPA. Customers may not modify the terms and conditions nor
amend the Contract.
Comptroller.Texas.Gov
ACCEPTANCE OF TERMS
Contract No.: 946M2-1957
RFP Na: 304T-I 7-946M2 Commercial Charge Card Services
Name ofContractor. Citibank N.A.
Contractor's Payee I D: 1 ] 352664707
Contractor submitted a Proposal to the Texas Comptroller of Public Accounts (CPA) in response to the
above -referenced Request for Proposals (RFP As part of its Proposal, Contractor requested certain
exceptions and modifications to the provisions of the RFP. As the result of negotiation and mutual
agreement, upon a Notice of Award issued by CPA, the Contract between CPA and Contractor will consist
of, and will be construed according to the order of priority of, the following documents:
1. The Notice of Award;
2. Exceptions to the Terms and Conditions (Exhibit 1) and Schedule of Liquidated Damages
(Attachment E-1) attached hereto and incorporated herein for all purposes;
3. CPA's Request for Proposals and any addenda hereto; and
4. Contractor's Proposal.
TO SHOW THEM AGREEMENT, the duly authorized representatives of each party sign below:
Texas Co n"lerj4tablie Accounts Citibank
By: _
Comptroller
Date: , emu: VIA g%i L
Exhibit 1
Exceptions to the Terms and Conditions
1. The Terms and Conditions are amended as set forth below. Except as expressly stated herein, all other
terms of the Contract remain unchanged and are in full force and effect.
1.1 Part A, Section A.4.1.9 (Rebate Calculations) is deleted in its entirety and replaced with the following:
"Contractor will track recovered credit losses for Central Billed Accounts and return to Customer with the
Customer's next semi-annual rebate payment. Tracking and shared recovery will be for two years from the
date the charge -off occurred."
1.2 Part A, Section A.6.2.4 (Technical Requirements) is deleted in its entirety and replaced with the following:
"Requirements for CitiManager and GCMS, both components of the Contractor's Program System, shall
be segmented with the following requirements:
a) CitiManager:
Program System shall have 24 hours/7 days/week availability with scheduled downtimes only for
upgrades and maintenance. All such upgrades must be announced in writing at least 10 working days
prior to implementation of any change, and limited to non -business days when feasible, or Monday
through Friday, early morning hours (12 — 6:30 am Central Time) or evening hours (7-11:59 pm Central
Time), not to exceed 3 hours during any 24 hour period during Monday to Friday (excluding Federal
and State holidays).
For any downtime during a non -holiday workday Monday -Friday that exceeds 3 hours, and upon notice
from any Customer to the Contractor's IT helpdesk by phone at 855-867-0772 Option 1 TT Helpdesk
or by email: (Contractor to provide email address upon post -award Service On -Boarding) where a
systemic or platform -wide downtime has been identified by the Contractor, may result in the assessment
of liquidated damages as set forth in the Schedule of Liquidated Damages (Attachment E-1).
b) GCMS:
Program System shall have 24 hoursf7 days/week availability with scheduled downtimes only for
upgrades and maintenance. All such upgrades must be announced in writing at least 10 working days
prior to implementation of any change, with planned maintenance occurring during weekend
maintenance windows, not to exceed 3 hours during any 24 hour period during Monday to Friday
(excluding Federal and State holidays).
For any downtime during a non -holiday workday Monday -Friday that exceeds 3 hours, and upon notice
from any Customer to the Contractor's IT helpdesk by phone at 855-867-0772 Option 1 IT Helpdesk
or by email: (Contractor to provide email address upon post -award Service On -Boarding) where a
systemic or platform -wide downtime has been identified by the Contractor, may result in the assessment
of liquidated damages as set forth in the Schedule of Liquidated Damages (Attachment E-1).
All formal notifications and assessment of Liquidated Damages will be processed and administered through
the Statewide Contract Management Office. Contractor will be provided a cure notice and opportunity to
cure before any damages are assessed.
RFP No. 3047-17-946M2
Contract No. 946M2.1857
Page 1 of 6
5
Time period to cure will be 2 weeks from the date of formal notification from the Statewide Contract
Management Office. Contractor must ensure that Contractor's IT helpdesk contact information (phone and
email) is current at all times"
1.3 Part A, Section A.6.2.4.2.3 (Technical Requirements) is deleted in its entirety and replaced with the
following:
"Requirements for CitiManager and GCMS, both components of the Contractor's Program System, shall
be segmented with the following requirements:
a) CitiManager:
In the event that Contractor fails or is unable to restore full Program System functionality within 3 hours
during Monday to Friday (excluding Federal and State holidays), and upon notice from any Customer to
the Contractor's IT helpdesk by phone at 855-867-0772 Option I IT Helpdesk or by email: (Contractor
to provide email address upon post -award Service On -Boarding) where a systemic or platform -wide
downtime has been identified by the Contractor, Contractor shall:
- notify CPA immediately;
- use commercially reasonable efforts to develop in a timely fashion procedures or routines, for use by
Customers, which, when employed in the regular operation of, or access to, the Program System, will
avoid or substantially diminish the practical adverse effects of the loss of major functionality to the
Program System.
Failure to do both above mentioned actions may result in the assessment of liquidated damages as set
forth in the Schedule of Liquidated Damages (Attachment E-1), or termination of Contract.
b) GCMS:
In the event that Contractor fails or is unable to restore full Program System functionality within 3 hours
during Monday to Friday (excluding Federal and State holidays), and upon notice from any Customer to
the Contractor's IT helpdesk by phone at 855-867-0772 Option 1 IT Helpdesk or by email: (Contractor
to provide email address upon post -award Service On -Boarding) where a systemic or platform -wide
downtime has been identified by the Contractor, Contractor shall:
- notify CPA immediately;
- use commercially reasonable efforts to develop in a timely fashion procedures or routines, for use by
Customers, which, when employed in the regular operation of, or access to, the Program System, will
avoid or substantially diminish the practical adverse effects of the loss of major functionality to the
Program System.
Failure to do both above mentioned actions may result in the assessment of liquidated damages as set
forth in the Schedule of Liquidated Damages (Attachment E 1), or termination of Contract.
"Full functionality" is defined as operating at minimum without "Major Loss Functionality", as defined in
Section A.6.2.4.2.1.
All formal notifications and assessment of Liquidated Damages will be processed and administered through
the Statewide Contract Management Office. Contractor will be provided a cure notice and opportunity to
cure before any damages are assessed.
Time period to cure will be 2 weeks from the date of formal notification from the Statewide Contract
Management Office. Contractor must ensure that Contractor's IT helpdesk contact information (phone and
email) is current at all times."
RFY No. 304T-17-946M2
Contract No. 946M2-1857
Page 2 of 6
1.4 Part A, Section A.6.4.1.1 (Dedicated Account Managers) is amended by adding the following language at
the end of Section A.6.4.1.1:
"All formal notifications and assessment of Liquidated Damages will be processed and administered
through the Statewide Contract Management Office. Contractor will be provided a cure notice and
opportunity to cure before any damages are assessed.
Time period to cure will be 1 week from the date of formal notification from the Statewide Contract
Management Office."
1.5 Part A, Section A.6.4.1.2 (Customer Service Representatives (CSR)) is amended by adding the following
language at the end of Section A.6.4.1.2:
"All formal notifications and assessment of Liquidated Damages will be processed and administered
through the Statewide Contract Management Office. Contractor will be provided a cure notice and
opportunity to cure before any damages are assessed.
Time period to cure will be 1 week from the date of formal notification from the Statewide Contract
Management Office."
1.6 Part A, Section A.6.2.11.8.1 is deleted in its entirety and replaced with the following:
"SSAE 16 SOC 1 Type II Audit: CPA requires Contractor to obtain SSAE 16 SOC 1 audits annually on
data center and infrastructure controls and provide the report to Statewide Contract Management."
1.7 Part A, Section A.6.2.11.8.2 (Penetration Tests) is deleted in its entirety and replaced with the following:
"Penetration Tests: CPA requires Contractor to obtain annual penetration tests and provide to Statewide
Contract Management a summary of the results, including a plan of actions and milestones (POAMs) for
remediation, for CitiManager technology with the On-line Applications, On-line Maintenance, and CCRS
reporting modules."
1.8 Part A, Section A.6.2.11.8.3 (System Audits) is deleted in its entirety and replaced with the following:
"System Audits: CPA requires Contractor to provide a summary of the findings from Contractor's
ISO27001 and SSAE 16 SOC 1 Type II audits annually to Statewide Contract Management."
1.9 Part A, Section A.6.15 (Ownership of Records and Data) is amended by adding the following language at
the end of Section A.6.15:
"The parties acknowledge that the State will be entitled to all intellectual property rights in such works or
other materials which are specifically developed for the State, other than modifications to (or derivative
works of) Citi's existing materials or know-how."
1.10 Part B, Section B.3.3.2 (Cause/Default) is deleted in its entirety and replaced with the following:
"If Contractor fails to provide the goods or services contracted for according to the provisions of the
Contract, or fails to comply with any of the terms or conditions of the Contract, CPA must provide written
notice of default in order to provide a 30-day period for Contractor to cure the default. If the Contractor
fails to correct the default to the contract, the CPA may, upon written notice of default to Contractor,
immediately terminate all or any part of the Contract. Notwithstanding the foregoing, CPA may, upon
notice, determine the Contract cases of violations or default involving security or system concerns, data
RFP No. 304T-17-946M2
Contract No. 946M2-1857
Page 3 of 6
breach or other significant matters that in CPA's discretion impacts the information security risk to its
Customers. Contract Termination is not an exclusive remedy, but will be in addition to any other rights
and remedies provided in equity, by law or under the Contract."
1.11 Part B, Section B.3.3.5 (Rights upon Termination or Expiration of Contract) is amended by adding the
following language at the end of Section B.3.3.5:
"The parties acknowledge that the State will be entitled to all intellectual property rights in such works or
other materials which are specifically developed for the State, other than modifications to (or derivative
works of) Citi's existing materials or know-how."
1.12 Part B, Section B.5.1 (Appropriations) is amended by adding the following language at the end of Section
B.5.1:
"To the extent that this occurs, the entity's semi-annual rebate payment will be applied to any undisputed
unpaid charges."
1.13 Part B, Section B.5.2 (Audit Requirements) is amended by deleting the fifth sentence of the first paragraph
in its entirety and replacing it with the following:
"The State Auditor's Office, or successor agency, will limit their requests for audits to no more than two
(2) per year. The foregoing limit does not apply to audits where the State Auditor's Office, or successor
agency, suspects any fraudulent activity or misconduct."
1.14 Part B, Section B.7.11 (Indemnification and Liability) is deleted in its entirety and replaced with the
following:
"Acts or Omissions
CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS, CPA, AND
CUSTOMERS, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES,
CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY,
ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND
EXPENSES ARISING OUT OF, OR RESULTING FROM ANY ACTS OR OMISSIONS OF THE
CONTRACTOR OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR
SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE
CONTRACT AND ANY PURCHASE ORDERS ISSUED UNDER THE CONTRACT. THE DEFENSE
SHALL BE COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE ATTORNEY
GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT
AND CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING
THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL, WHICH
CONCURRENCE SHALL NOT BE UNREASONABLY WITHHELD OR CONDITIONED.
CONTRACTOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO
EACH OTHER OF ANY SUCH CLAIM.
Infringements
A) CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS, CPA,
AND CUSTOMERS, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES,
RFP No 304T-17-946M2
Contract No. 946M2-1857
Page 4 of 6
CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL THIRD PARTY
CLAIMS INVOLVING INFRINGEMENT OF UNITED STATES PATENTS, COPYRIGHTS,
CONTRACTOR'S TRADE AND SERVICE MARKS IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT, AND ANY OTHER INTELLECTUAL OR INTANGIBLE PROPERTY RIGHTS IN
CONNECTION WITH THE PERFORMANCES OR ACTIONS OF CONTRACTOR PURSUANT TO
THIS CONTRACT. CONTRACTOR AND THE CUSTOMER AGREE TO FURNISH TIMELY
WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. CONTRACTOR SHALL BE LIABLE
TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE
COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN
TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND CONTRACTOR
MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE
FROM THE OFFICE OF THE ATTORNEY GENERAL, WHICH CONCURRENCE SHALL NOT BE
UNREASONABLY WITHTIELD OR CONDITIONED.
B) CONTRACTOR SHALL HAVE NO LIABILITY UNDER THIS SECTION IF THE ALLEGED
INFRINGEMENT IS CAUSED IN WHOLE OR IN PART BY: (I) USE OF THE PRODUCT OR
SERVICE FOR A PURPOSE OR IN A MANNER FOR WHICH THE PRODUCT OR SERVICE WAS
NOT DESIGNED, (II) ANY MODIFICATION MADE TO THE PRODUCT WITHOUT
CONTRACTOR'S WRITTEN APPROVAL, (III) ANY MODIFICATIONS MADE TO THE PRODUCT
BY THE CONTRACTOR PURSUANT TO CUSTOMER'S SPECIFIC INSTRUCTIONS, (IV) ANY
INTELLECTUAL PROPERTY RIGHT OWNED BY OR LICENSED TO CUSTOMER, OR (V) ANY
USE OF THE PRODUCT OR SERVICE BY CUSTOMER THAT IS NOT IN CONFORMITY WITH
THE TERMS OF ANY APPLICABLE LICENSE AGREEMENT.
Taxes/Workers' Compensation/Unemployment Insurance — Including Indemnity
l) CONTRACTOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS
CONTRACT, CONTRACTOR SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND
PAYMENT OF CONTRACTOR'S AND CONTRACTOR'S EMPLOYEES' TAXES OF WHATEVER
KIND, ARISING OUT OF THE PERFORMANCES IN THIS CONTRACT. CONTRACTOR AGREES
TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS,
INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND WORKERS'
COMPENSATION. THE STATE OF TEXAS, CPA, AND/OR THE CUSTOMER SHALL NOT BE
LIABLE TO THE CONTRACTOR, ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE PAYMENT
OF TAXES OR THE PROVISION OF UNEMPLOYMENT INSURANCE AND/OR WORKERS'
COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF
ANOTHER GOVERNMENTAL ENTITY CUSTOMER.
2) CONTRACTOR AGREES TO INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS,
CPA, CUSTOMERS, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES,
CONTRACTORS, AND/OR ASSIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS,
DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEYS' FEES, AND EXPENSES,
RELATING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE AND/OR WORKERS'
COMPENSATION IN ITS PERFORMANCE UNDER THIS CONTRACT. CONTRACTOR SHALL BE
LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE
SHALL BE COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE ATTORNEY
GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT
AND CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING
THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL WHICH
CONCURRENCE SHALL NOT BE UNREASONABLY WITHHELD OR CONDITIONED.
RFY No, 304T-17.946M2
Contract No. 946M2-1857
Page 5 of 6
CONTRACTOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO
EACH OTHER OF ANY SUCH CLAIM.
THE PARTIES ACKNOWLEDGE THAT THEY ARE INDEPENDENT CONTRACTORS UNDER
THIS AGREEMENT, AND EXCEPT AS SPECIFICALLY STATED HEREIN, NEITHER PARTY, NOR
ANY OF THEIR RESPECTIVE EMPLOYEES OR AGENTS, HAS THE POWER OR AUTHORITY TO
BIND OR OBLIGATE THE OTHER PARTY. THIS AGREEMENT DOES NOT CREATE AN
EMPLOYMENT RELATIONSHIP, ASSOCIATION, JOINT VENTURE, OR PARTNERSHIP
BETWEEN THE PARTIES. A PARTY'S EMPLOYEES ARE NOT EMPLOYEES OR AGENTS OF
THE OTHER PARTY, AND ARE NOT ENTITLED TO ANY OF THE OTHER PARTY'S EMPLOYEE
BENEFITS."
1.15 Part B, Section B.7.15.4 (Terminated Contracts) is amended by adding the following language at the end
of Section B.7.15.4:
"For the purposes of this certification, Respondent is deemed to only apply to the Citibank N.A.
Commercial Card contracts provided by the Citibank Commercial Card Public Sector business unit."
2. The Schedule of Liquidated Damages (Attachment E) is deleted in its entirety and replaced with the
Schedule of Liquidated Damages (Attachment E-1).
RFP No. 304T-17-946M2
Contract No. 946M2-1857
Page 6 of 6
Schedule of Liquidated Damages
Attachment E-1
Contractor and CPA agree and acknowledge that the measure of actual damages to CPA or the State of
Texas as a result of Contractor's failure to meet any aspect of the responsibilities of the Contract or to
meet specific performance standards may be difficult or impossible to calculate with precision, depending
on the nature of the default. Consequently, for the failure to fully perform or deliver each of the required
service identified below, CPA may require Contractor to pay the amount indicated below for such service.
The Services listed below are each separately subject to the assessment of liquidated damages. The
assessment of liquidated damages for the failure to perform or deliver any listed Services neither requires
nor precludes the assessment of liquidated damages for any other failure to perform or deliver in
accordance with this Contract. CPA and Contractor agree an event which may result in the assessment of
liquidated damages is not the kind of event that can be cured by the contractor and therefore CPA and
Contractor agree that CPA is not required to give notice or opportunity to cure prior to assessing these
liquidated damages.
CPA and Contractor agree and acknowledge that the amounts of liquidated damages set forth in this
Schedule are not intended to be in the nature of a penalty, but are intended to be a reasonable estimate of
the amount of financial loss or damages to CPA in the event of the occurrence of any of the related
categories of listed events. CPA does not waive any right to seek additional relief, either equitable or
otherwise, concerning any breach of contract by Contractor. The failure of CPA to assess liquidated
damages in any instance where CPA is entitled to liquidated damages pursuant to the terms of this
Contract shall not constitute waiver in any fashion of CPA's rights to assess liquidated damages. If any
portion of the liquidated damages provisions as set forth below is determined to be unenforceable, the
other liquidated damages provisions not found to be unenforceable shall remain in frill force and effect.
CPA also reserves the right to deduct the liquidated damages from any payments owed by CPA or
Customer to Contractor.
An assessment of liquidated damages pursuant to this Schedule (Attachment E-l) by CPA does not waive
or otherwise affect any other remedy or claim of damages available to CPA pursuant to the contract for
any breach or default by the contractor of the requirements of the contract. If CPA determines, in its
reasonable discretion, that Contractor's failure to perform is continuing unabated or otherwise is likely to
significantly and adversely affect the administration of the Contract or security of the account owners,
CPA may elect to pursue one or more other remedies available hereunder, or under the Contract,
including but not limited to, the termination of the Contract, filing a claim against Contractor's
professional liability or other appropriate insurance coverage or performance bond or any other remedies
available to CPA under this Contract, under applicable law or in equity.
RFP
Section
Requirement
Measurement Assessment
Liquidated Damage
LA
A.6.2.4
CitiManager:
Any downtime in excess of 3 hours
$250 per hour of
Program System shall have 24
in a 24-hour period, and upon
downtime
hours/7 days/week availability
notice from any Customer to the
with scheduled downtimes only for
Contractor's IT helpdesk by phone
$2000 maximum
upgrades and maintenance. All
at 855-867-0772 Option 1 IT
daily cap for same
such upgrades must be announced
Helpdesk or by email: (Contractor
occurrence
in writing at least 10 working days
to provide email address upon post -
prior to implementation of any
award Service On -Boarding) where
change, and limited to non-
a systemic or platform -wide
business days when feasible, or
downtime has been identified by the
Contractor.
Monday through Friday, early
RFP No. 304T-14-946M2
Contract No. 946M2.1857
Schedule of Liquidated Damages (Attachment E-1)
Page ( 1
RFP
Section
Requirement
Measurement Assessment
Liquidated Damage
morning hours (12 — 6:30 am
Time period to cure will be 2 weeks
Central Time) or evening hours (7-
from the date of formal notification
1 l :59 pm Central Time), not to
from the Statewide Contract
exceed 3 hours during any 24 hour
Management Office. Contractor
period during Monday to Friday
must ensure that Contractor's IT
(excluding Federal and State
helpdesk contact information
holidays).
(phone and email) is current at all
times.
13
A.6.2.4
GCMS:
Any downtime in excess of 3 hours
$250 per hour of
Program System shall have 24
in a 24-hour period, and upon
downtime
hours/7 days/week availability
notice from any Customer to the
with scheduled downtimes only
Contractor's IT helpdesk by phone
$2000 maximum
for upgrades and maintenance. All
at 855-867-0772 Option 1 IT
daily cap for same
such upgrades must be announced
Helpdesk or by email: (Contractor
occurrence
in writing at least 10 working days
to provide email address upon post -
prior to implementation of any
award Service On -Boarding) where
change, with planned maintenance
a systemic or platform -wide
occurring during weekend
downtime has been identified by the
Contractor.
maintenance windows, not to
exceed 3 hours during any 24 hour
Time period to cure will be 2 weeks
period during Monday to Friday
from the date of formal notification
(excluding Federal and State
from the Statewide Contract
holidays).
Management Office. Contractor
must ensure that Contractor's IT
helpdesk contact information
(phone and email) is current at all
times.
2.A
A.6.2.4.2.3
CitiManager:
Failure to do both actions below:
$250 per hour of
In the event that Contractor fails or
-notify CPA immediately;
downtime
is unable to restore full Program
-use commercially reasonable
System functionality within 3
efforts to develop in a timely
$2000 maximum
hours during Monday to Friday
fashion procedures or routines, for
daily cap for same
(excluding Federal and State
use by Customers, which, when
occurrence
holidays), and upon notice from
employed in the regular operation
any Customer to the Contractor's
of, or access to, the Program
IT helpdesk by phone at 855-867-
System, will avoid or substantially
0772 Option 1 IT Helpdesk or by
diminish the practical adverse
email: (Contractor to provide
effects of the loss of major
email address upon post -award
functionality to the Program
Service On -Boarding) where a
System.
systemic or platform -wide
downtime has been identified by
Time period to cure will be 2 weeks
the Contractor, Contractor shall:
from the date of formal notification
-notify CPA immediately;
from the Statewide Contract
-use commercially reasonable
Management Office. Contractor
efforts to develop in a timely
must ensure that Contractor's IT
fashion procedures or routines, for
helpdesk contact information
RFP No. 304T-14-946M2
Contract No. 9461V12-1857
Schedule of liquidated Damages (Attachment E-1)
Page 12
RFP
Section
Requirement
Measurement Assessment
Liquidated Damage
use by Customers, which, when
(phone and email) is current at all
employed in the regular operation
times.
of, or access to, the Program
System, will avoid or substantially
diminish the practical adverse
effects of the loss of major
functionality to the Program
System.
"Full functionality" is defined as
operating at minimum without
"Major Loss Functionality", as
defined in Section A.6.2.4.2.1.
23
A.6.2.4.2.3
GCMS:
Failure to do both actions below:
$250 per hour of
In the event that Contractor fails or
-notify CPA immediately;
downtime
is unable to restore full Program
-use commercially reasonable
System functionality within 3
efforts to develop in a timely
$2000 maximum
hours during Monday to Friday
fashion procedures or routines, for
daily cap for same
(excluding federal and state
use by Customers, which, when
occurrence
holidays), and upon notice from
employed in the regular operation
any Customer to the Contractor's
of, or access to, the Program
IT helpdesk by phone at 855-867-
System, will avoid or substantially
0772 Option 1 IT Helpdesk or by
diminish the practical adverse
email: (Contractor to provide
effects of the loss of major
email address upon post -award
functionality to the Program
Service On -Boarding) where a
System.
systemic or platform -wide
downtime has been identified by
Time period to cure will be 2 weeks
the Contractor, Contractor shall:
from the date of formal notification
-notify CPA immediately;
from the Statewide Contract
-use commercially reasonable
Management Office. Contractor
efforts to develop in a timely
must ensure that Contractor's IT
fashion procedures or routines, for
helpdesk contact information
use by Customers, which, when
(phone and email) is current at all
employed in the regular operation
times.
of, or access to, the Program
System, will avoid or substantially
diminish the practical adverse
effects of the loss of major
functionality to the Program
System.
"Full functionality" is defined as
operating at minimum without
"Major Loss Functionality", as
defined in Section A.6.2.4.2.I.
IA
A.6.4.1.1
Contractor must provide a
Dedicated Account Manager is
$250 per hour
minimum of 2 Dedicated Account
unavailable in excess of 2 hours in a
Managers from the pool of 3
calendar day, Monday to Friday
$2000 maximum
RFP No. 304T-14-946M2
Contract No. 946M2.1857
Schedule of Liquidated Damages (Attachment E-1)
Page 13
RFP
Section
Requirement
Measurement Assessment
Liquidated Damage
Dedicated Account Managers
(excluding Federal and State
daily cap for same
accessible by direct toll -free
holidays) during the core hours of
occurrence
phone, fax and email, to handle
8am to 5pm Central Time.
questions and resolve questions,
Monday to Friday (excluding
Federal and State holidays) from
the core hours of 8 am to 5 pm
Central Time.
3.B
A.6.4.1.1
Contractor must notify CPA in
Each failure to provide at least
$500 per failure to
writing, at least fifteen (15)
fifteen (15) calendar days' notice.
provide 15 calendar
calendar days prior to any change
days' notice
of a dedicated account manager.
4.A
A.6.4.1.2
Contractor must provide a
Each hour that a Dedicated CSR or
$250 per hour
minimum of 3 Dedicated customer
alternate is unavailable in excess of
service representatives (CSRs) or
2 hours during the core hours of
$2000 maximum
alternate, accessible by toll -free
8am to 5pm Central Time during a
daily cap for same
phone, fax or email to handle
calendar day, Monday to Friday
occurrence
questions and customer service
(excluding Federal and State
matters, Monday to Friday
holidays).
(excluding Federal and State
holidays) from the core hours of 8
am to 5 pm Central Time.
43
A.6.4.1.2
Provide a minimum of 4
Each hour that a Designated CSR is
$250 per hour
Designated customer service
unavailable during in excess of 2
representatives (CSRs), accessible
hours during a 24-hour period
$2000 maximum
by toll -free phone, fax, or email to
during weekends and holidays.
daily cap for same
handle questions and customer
occurrence
service matters, on weekends,
holidays and Monday to Friday
(excluding Federal and State
holidays) when Dedicated CSRs
are unavailable.
4.0
A.6.4.1.2
Contractor must address all
Each failure to address a customer
$250 for each
customer service issues within 48
service issue within 48 hours.
occurrence
hours.
4.D
A.6.4.1.2
Notify CPA in writing, at least ten
Each failure to provide at least ten
$500 for each
(10) calendar days prior to any
(10) calendar days' notice.
occurrence
change of a dedicated CSR.
5.A
A.6.4.1.3
Provide a minimum of 1 Dedicated
Each hour that a Dedicated CSR or
$250 per hour
Technical Help Desk Member or
alternate is unavailable in excess of
alternate, accessible by toll -free
2 hours during the core hours of
$2000 maximum
phone Monday to Friday
8am to 5pm Central Time during a
daily cap for same
(excluding Federal and State
calendar day, Monday to Friday
occurrence
RFP No. 304T-14-946M2
Contract No. 946M2-1957
Schedule of Liquidated Damages (Attachment E-1)
Page 14
RFP
Section
Requirement
Measurement Assessment
Liquidated Damage
holidays) from the core hours of
(excluding Federal and State
gam to 5pm Central Time.
holidays).
5.B
A.6.4.1.3
Notify CPA in writing, at least ten
Each failure to provide at least ten
$500 for each
(10) calendar days prior to any
(10) calendar days' notice.
occurrence
change of a dedicated Technical
Help Desk Member.
6
A.6.4.2
Maintain a toll -free cardholder
Each hour that the toll -free
$250 per hour
customer service line operating 24
customer service line is not
hours a day, 365 days a year.
available in excess of 2 hours in a
$2000 maximum
24-hour period.
daily cap for same
occurrence
RFP No. 304T-14-946M2
Contract No. 946M2-1857
Schedule of Liquidated Damages (Attachment E-1)
Page 15
GLENN HEGAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS
RFP No. 304T-17-946M2
ATTACHMENT A
EXECUTION OF PROPOSAL
FAILURE TO COMPLETE (AS NECESSARY), SIGN AND SUBMIT THIS EXECUTION OF PROPOSAL WILL
RESULT IN DISQUALIFICATION OF THE PROPOSAL.
Respondents presenting proposals to this agency shall provide the following:
Federal Employer ID#:
Company Name:
Pursuant to Tx. Family Code §231.006(c), responses must include names and Social Security
Numbers of each person with at least 25% ownership of the business entity submitting
the response. If any person meets the 25% ownership criteria, failure to provide the
required information will result in disqualification of the Proposal. Respondents meeting the
the ownership criteria must complete the following:
Name Social Security Number
Name Social Security Number
Name Social Security Number
Name Social Security Number
Under the Texas Government Code, Title 6, Subtitle B, §669.003 a state agency may not enter into
a contract with a Respondent that employs a former executive head of the State Agency unless
certain statutory conditions are met. By signing the below acknowledgment, the Respondent
certifies that it is in compliance with §669.003. If §669.003 applies, the Respondent shall complete
the following information in order for its Proposal to be evaluated:
Name of former Executive:
Name of State Agency:
Date of separation from State Agency:
Date of employment with Respondent
Comptroller.Texas.Gov
0
GLENN HEGAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS
RFP No. 304T-17-946M2
ATTACHMENT A
EXECUTION OF PROPOSAL
FAILURE TO COMPLETE (AS NECESSARY), SIGN AND SUBMIT THIS EXECUTION OF PROPOSAL WILL
RESULT IN DISQUALIFICATION OF THE PROPOSAL.
Respondents presenting proposals to this agency shall provide the following:
Federal Employer ID#: 13-5266470
Company Name: Citibank, NA
Pursuant to Tx. Family Code §231.006(c), responses must include names and Social Security
Numbers of each person with at least 25% ownership of the business entity submitting
the response. If any person meets the 25% ownership criteria, failure to provide the
required information will result in disqualification of the Proposal. Respondents meeting the
the ownership criteria must complete the following:
NA
Name
NA
Name
NA
Name
NA
Name
a,
Social Security Number
NA
Social Security Number
NA
Social Security Number
NA
Social Security Number
Under the Texas Government Code, Title 6, Subtitle B, §669.003 a state agency may not enter into
a contract with a Respondent that employs a former executive head of the State Agency unless
certain statutory conditions are met. By signing the below acknowledgment, the Respondent
certifies that it is in compliance with §669.003. If §669.003 applies, the Respondent shall complete
the following information in order for its Proposal to be evaluated:
Name of former Executive: NA
Name of State Agency:
Date of separation from State Agency:
Date of employment with Respondent
NA
NA
CornptrolIer.Texas.Gov
GLENN HEGAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS
RFP No.304T-17-946M2
ATTACHMENT A
EXECUTION OF PROPOSAL (Continued)
FAILURE TO COMPLETE (AS NECESSARY), SIGN AND SUBMIT THIS EXECUTION OF PROPOSAL WILL
RESULT IN DISQUALIFICATION OF THE PROPOSAL.
RESPONDENT ACKNOWLEDGMENT
The Respondent does hereby acknowledge that it can meet all requirements as stated and also
acknowledges the receipt, review, and acceptance of the Request for Proposal identified in its
Proposal. Any exceptions to the statement of work, terms, requirements, and conditions have
been explicitly set forth in the Respondent's Proposal.
By signing this Execution of Proposal, Respondent:
1) Certifies that if a Texas address is shown as the address of the Respondent, the Respondent
qualifies as a Texas Resident Respondent as defined in Texas Administrative Code, Title 34,
Part 1, Chapter 20.
2) Acknowledges that its Proposal and subsequent documents submitted are subject to the
Texas Public Information Act;
3) Acknowledges its obligation to specifically identify information it contends to be confidential or
proprietary, and where Respondent designates substantial portions of or the entire Proposal as
confidential or proprietary, the Proposal is subject to being determined to be non -responsive to
the solicitation.
4) Grants a royalty -free, non -revocable limited perpetual license to reproduce any copyrighted
portions of the Proposal and subsequent documents to comply with Legislative Budget
Board reporting requirements, Public Information Act disclosures, or any other reporting
requirements mandated by law or statute.
5) Respondent's Proposal will remain in effect for 120 days after the Proposal Due Date.
Signature —Authorized Respondent Representative
Andy Taylor
Printed Name
01 /06/2017
Date
Comptroller3exas.Gov
GLENN HEGAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS
RFP No. 304T-17-946M2
ATTACHMENT B — RESPONDENT INFORMATION
Complete and Return with Response
Company Name: Citibank, NA
Mailing Address: 388 Greenwich Street
Physical Address: 388 Greenwich Street
City/State/Zip: New York, NY 10013
DUNS No.: 006983704
Secretary of State Charter No.: Texas SOS File Number 0000007213
Texas Franchise Tax File No.: NA
E-Mail for Receipt of Purchase Orders: mary.b.lewiS@citi.com
Complete all fields for each name as requested on this form. All information is necessary to conduct
mandated checks through the SAM/Excluded Parties List System (Reference Part B, Paragraph 13.7.3).
AUTHORIZED RESPONDENT REPRESENTATIVE
Andy I (Taylor I Director
Name — First Middle Last Title
Initial/Name
Phone 703-234-7313 E-mail andy1.taylor@citi.com
CONTACT FOR PROPOSAL
FJohn I I Heffernan Director
Name — First Middle Last Title
Initial/Name
Phone 212-816-9671 E-mail john.heffernan@citi.com
CONTRACT MANAGER or CUSTOMER SERVICE REPRESENTATIVE — Purchase Order Inauiries
Mary 113 1 Lewis I Director
Name — First Middle Last Title
Initial/Name
Phone 512--560-2687 E-mail mary.b.lewis@citi.com
Payment terms for the State of Texas are typically 30 days.
Provide the additional expedited payment discount(s) extended if paid within the number of days indicated
below.
No. of Days INA I % I No. of Days INA I % I No. of Days INA %
Com ptrol Ier.Texa s.Gov
GLENN HEGAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS
RFP No. 304T-17-946M2
ATTACHMENT C - PREFERENCES
Reference Section 2.27 and Section 2.28 of the State of Texas Procurement Manual
http://www.window.state.tx.us/procurement/pub/manual/2-27.pdf
http://www.window.state.tx.us/procurement/pub/manual/2-28.pdf
Check the preferences for which you qualify:
❑ Goods produced or offered by a Texas Bidder that is owned by a Texas resident service -
disabled veteran
❑ Goods produced in Texas or offered by a Texas Bidder that is not owned by a Texas resident
service -disabled veteran
❑ Agricultural products grown in Texas
❑ Agricultural products offered by a Texas Bidder
❑ Services offered by a Texas Bidder that is owned by a Texas resident service -disabled veteran
❑ Services offered by a Texas Bidder that is not owned by a Texas resident service disabled veteran
❑ Texas Vegetation Native to the Region
❑ USA produced supplies, materials or equipment
❑ Products of persons with mental or physical disabilities
❑ Products made of recycled, remanufactured, or environmentally sensitive materials including
recycled steel
❑ Energy Efficient Products
❑ Rubberized asphalt paving material
❑ Recycled motor oil and lubricants
❑ Products produced at facilities located on formerly contaminated property
❑ Products and services from economically depressed or blighted areas
❑ Vendors that meet or exceed air quality standards
❑ Recycled or Reused Computer Equipment of Other Manufacturers
❑ Foods of Higher Nutritional Value
Com ptrol ler.Texa s.Gov
GLENN HEGAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS
Statewide Procurement Division
RFP No. 1304T-17-946M2 Commercial Charge Card Services ADDENDUM No. 1
CONTRACT SPECIALIST: Jennifer Tram, CTPM, CTCM
PURPOSE OF ADDENDUM
1. The due date for proposals has been extended to January 16, 2017, from the initial due date of January 9,
2017.
2. Use Revised Mandatory Price Sheet for Rebate Proposal submission. Also included are unlocked
spreadsheets with historical information.
3. CPA is revising Part A.4.1.3 of the RFP as follows:
A.4.1.3 The Rebate period shall be calculated on a 6 month basis with cycle close dates on September 3rd and
March 3rd of each such fiscal year.
4. CPA is revising Part A.4.1.4 of the RFP as follows:
A.4.1.4 Customer's qualifying spend calculations for each fiscal year shall be determined on October 14th and
April 14th of the fiscal year (40 days payment posting after the September 3 and February 3 cycle close
dates for the fiscal year). Contractor will have 60 days to calculate and distribute the Rebates. Contractor
shall deliver the Rebate on or before December 13th and June 13th of each fiscal year. If late, Contractor
shall pay interest to each Customer at the rate set forth in the Texas Prompt Payment Act, Government
Code 2251.025. If an undisputed Rebate becomes more than 90 days overdue, CPA may terminate the
Contract for cause
5. CPA is revising Part A.4.1.10 of the RFP as follows:
A.4.1.10 CPA will not be asking for a rebate on any IBA spend.
6. CPA is revising Part A.6.4 of the RFP as follows:
Designated: Employee has other customers other than those participating in this Contract, but their primary
responsibility is the Customers under this Contract.
7. QUESTIONS AND ANSWERS: Reference Pages 2 - 17 of this Addendum
THIS ADDENDUM SHALL BE ATTACHED TO AND FORM A PART OF THE REFERENCED IFB AND THE CONTRACT.
BIDDER MUST ACKNOWLEDGE RECEIPT OF THIS ADDENDUM, BY SIGNING AND RETURNING WITH BID RESPONSE.
FAILURE TO SUBMIT THE SIGNED ADDENDUM MAY DISQUALIFY THE BID.
BIDDER COMPANY NAME BIDDER AUTHORIZED SIGNATURE
BIDDER AUTHORIZED REPRESENTATIVE PRINTED NAME
Com ptrol ler.Texa s.Gov
Section:
Question:
CPA Answer:
1.
General
Can you verify the number of programs that
The current number of programs by entity type
need to be implemented to include political
are:
subdivisions and higher education entities?
-State Agencies: 282
-Institutions of Higher Education: 224
-CO-OP Program Members: 542
Programs for State Agencies and Institutions of
Higher Education must be implemented. CO-OP
Program Members may choose to stay with the
incumbent contractor; however, if doing so, each
CO-OP Program Member must negotiate its own
terms and conditions once the current CPA
contract ends on May 31, 2017.
2.
Response
If a HUB plan is required, where in the
A HUB Subcontracting Plan (HSP) is not
Submission
order of attachments listed on the Response
required for this solicitation. Although CPA has
Checklist
Submission Checklist should we provide it?
not identified probable subcontracting
opportunities for this contract, Respondents are
highly encouraged to consider any and all
subcontracting opportunities for which
Historically Underutilized Businesses (HUBs)
may compete.
If Respondent identifies subcontracting
opportunities for this contract, however,
Respondent must complete the HSP and submit it
with the Proposal to be considered responsive.
3.
Response
We require having an active NDA in place
CPA will negotiate an NDA, if necessary, in order
Submission
with an organization in order to release
to be able to evaluate Respondent's Proposal's
Checklist
items such as our SSAE 16 SOC 2 Type II
technical and security merits.
Audit Report, results of penetration tests
and our detailed security policy/plan. May
Respondent must submit the NDA form in MS
we send these once an NDA is signed,
Word format for review with its Proposal.
preferably after notice of award, or must
these be provided with our response? Will
CPA will accept electronic files via separate,
the State accept the electronic files via
secure email transmission, for the purpose of
separate, secure email transmission
evaluating the technical and security merits of a
(requires user registration on our system)?
Respondent's proposal
4.
A.1
How many umbrella numbers does the State
The State has one umbrella number for the entire
Definitions
have? Is it one each for Purchasing and
program, which is then subdivided into State
Travel or are there more?
Entity Types (State of Texas Agencies,
Institutions of Higher Education and CO-OP
Program Members. Each Entity is then further
subdivided into Program Type (procurement
purchases, travel, One Card), and Program Types
are then further subdivided into Bill Type (CBA,
IBA — travel only, CLIBA). During
Implementation, each Customer will provide
detailed hierarchy structures.
Section:
Question:
CPA Answer:
5.
A.1
Is the IBA on individual liability today?
IRAs are Individual Billed Accounts assigned to a
Definitions
How are the non -paid IBAs beyond 90 days
state agency or institution of higher education
handled?
employee to which only official state business
travel charges can be charged, and the individual
assumes liability for all charges.
With the current contract, IBA accounts that are
delinquent for over 90 days (at day 91) are closed,
but continue to be charged late fees every thirty
days, in addition to Adverse Bureau reporting. At
181 days, the account is charged off and the
balance is subtracted from the State's annual
rebate.
Please note that under the new Contract, any
charged off amount cannot be subtracted from the
Customers' rebates; however, the State will not be
seeking a rebate on any IBA accounts either.
6.
A.1
Can the State provide specific examples for
Utilization of the State's Airfare contracts
Definitions
strip billing? What kind of charges are
requires that the form of payment is a travel
excluded? Do these move from IBA to
central billed commercial charge card. A state
CLIBA?
traveler booking a flight using any form of
payment other than a travel central billed
commercial charge card account will not be able
to receive the state contract airfare rate. These
charges would need to be moved from an IBA to
a CBA or CLIBA.
7.
A.2
Can the state elaborate on the One Card
In FYI 5, there were 337 Customers using the One
Description
spend for agencies today? How many
Card. The total spend was approximately
agencies have a one card? What is the ATS
$134,500; the average transaction size was $249.
and the spend for these cards?
8.
A.3
It appears that the first year of the contract
CPA reserves the right to consider this option for
Term of the
could be some other time period other than
purposes of rebate calculation; however, the
Contract
12 months since each the end date of Aug
length of the overall term of the contract cannot be
2019 is fixed. Do we have the option of
extended.
adding months to the first year so that the
first rebate would be more than 6 months?
9.
A.3
Currently, this provision states that renewals
No, the option to exercise a renewal is at CPA's
Term of the
are at the sole option of the CPA. Can the
sole discretion.
Contract
option to renew be at the mutual agreement
of CPA and Contractor?
10.
A.3
Transition period, option to extend contract
An orderly transition period is paramount anytime
Term of the
for a period up to six (6) month or longer.
CPA is transitioning to a new contractor. CPA
Contract
1. Can the option to extend contract be at
encourages its incumbent contractors and
the mutual agreement of CPA and
incoming contractors to collaborate in good faith
Contractor? 2. Can CPA limit the extension
to ensure transition periods are only as long as
to no greater than 180 days?
absolutely necessary to ensure an orderly
transition.
Section:
Question:
CPA Answer:
11.
A.4.1
Are rebates paid directly to each State
The semi-annual rebates with the new contract
Rebate
Agencies or are they remitted to CPA?
resulting from this solicitation will be paid
Calculations
directly to each Customer.
12.
A.4.1
Will the contractor submit rebate payments
See Question No. 11.
Rebate
to the state only or to all entities?
Calculations
13.
A.4.1
What was the most recent Average
The current rebate is an annual rebate. The most
Rebate
Transaction Size used to calculate the Semi-
recent Average Transaction Size was $217.25.
Calculations
Annual rebate?
14.
A.4.1
Does the State require a semi annual
Per Section A.4.1.1 Contractor shall submit semi -
Rebate
payment or would the state be willing to
annual payments to each Customer based on the
Calculations
accept an annual payment from the
State's fiscal year in the form of a Rebate.
contractor?
15.
A.4.1
What was the credit loss amount for CLIBA
In FYI 5, the credit loss for:
Rebate
and IBA accounts in 2015?
- CLIBA: $3,114 (Institutions of Higher Ed. only)
Calculations
- IBA:
$164,607 (State Agencies)
$135,477 (Institutions of Higher Ed.)
In FYI 6, the credit loss for
- CLIBA: $6,388 (Institutions of Higher Ed. only)
- IBA:
$69,083 (State Agencies)
$76,614 (Institutions of Higher Ed.)
16.
A.4.1
Please confirm the number of IBA accounts.
The number of IBA cardholders is 72,021. The
Rebate
Is it 73,000 or 72,021. For IBA , what is the
total number of Travel Program cardholders is
Calculations
ATS and payment requirements for IBA? Is
approximately 73,000, which includes the 1,014
it 30 days or less?
Travel Central Billed Account cards.
The Average Transaction Size (ATS) for IBAs
was $55.47. Details regarding payment times by
Customers are described in Section B.5.5. of the
RFP.
17.
A.4.1
Do we do we calculate based on the state
The Total Qualifying Spend Amount, average
Rebate
or each Co-Op/State Agency/University?
transaction size and corresponding Rebate Basis
Calculations
Points from the awarded Proposed Rebate
Schedule (Tab 2 of the Mandatory Price Sheet) is
based on the combined qualifying spend amount
of the State's entire Commercial Charge Card
Program.
Once the Contractor determines the Basis Point to
be used for that particular Rebate Payment, then
that Basis Point is applied to all semi-annual
rebate calculations for the semi-annual rebate
payments made to each Customer based on their
respective qualifying spend amount for that
Rebate Period.
Section:
Question:
CPA Answer:
18.
A.4.1.3
Per the RFP, the rebate period is to be
Yes, there is some flexibility with these dates. All
Rebate
calculated on Sept. 3rd and Feb 3rd. Our
entities participating in this contract must share
Calculations
systems calculate on an end of month basis.
the same cycle end dates.
Is there flexibility with these dates?
19.
A.4.1.3
Would the State be willing to negotiate the
See Question No. 18.
Rebate
dates for the semi annual rebate payment?
Calculations
20,
A.4.1.4
Please confirm when the rebates need to be
After review, CPA has determined to amend the
Rebate
paid to the agencies. Is it 60 days or 90
relevant text to read as follows:
Calculations
days? If the close date is March 14, would
payment need to be made on May 14 or
Section A.4.1.3
June 14?
The Rebate period shall be calculated on a 6
month basis with cycle close dates on
September 3rd and March 3rd of each such
fiscal year.
Section A.4.1.4
Customer's qualifying spend calculations for
each fiscal year shall be determined on October
14th and April 14th of the fiscal year (40 days
payment posting after the September 3 and
February 3 cycle close dates for the fiscal year).
Contractor will have 60 days to calculate and
distribute the Rebates. Contractor shall deliver
the Rebate on or before December 13th and
June 13th of each fiscal year. If late, Contractor
shall pay interest to each Customer at the rate
set forth in the Texas Prompt Payment Act,
Government Code 2251.025. If an undisputed
Rebate becomes more than 90 days overdue,
CPA may terminate the Contract for cause.
21.
A.4.1.6
What specific data is required for the rebate
Rebate calculation reports are provided by entity
Rebate
calculation report?
type. Each rebate calculation report provides the
Calculations
following:
a) Summary Page: Statement Month, Net Charge
Volume (NCV), Standard NCV, Large Ticket
NCV, Standard Rebate, Large Ticket Rebate,
Total Rebate, Payment Method
b) Accounts Charged Off. Entity type, Entity
Name, Account Number (last 4), Charge Off Date,
Charge Off Balance
c) Account Detail: Account Number (Last 4);
Standard Transactions — Net Charge Volume,
Turn Days, Basis Points, Rebate Amount; Large
Ticket Transactions —Net Charge Volume, Turn
Days, Basis Points, Rebate Amount
22.
A.5
Ratings from A.M. Best may not apply to
Evaluation of and acceptance by CPA of self -
Insurance
self -insured entities. What other assurances
insured entities will be on a case by case basis.
will the State accept?
Section:Question:
CPA Answer:
23.
A.6
Is it the State's intention that respondents
Yes, Respondents should address each
Requirements
should address each requirement and
requirement and specification mentioned in A.6 in
and
specification mentioned in A.6 in their
their responses. Reference RFP Part A, Section A.
Specifications
responses, or are responses not required
15.9.
given we will also submit exceptions and
clarifications with our response?
24.
A.6.2
Does the present system provide e-receipts
No. The present system does not provide e-
Technical
for purchases and travel accounts?
receipts for purchases and travel accounts.
Requirements
25.
A.6.2
Who are the State's current travel
The Travel Agency state contractors are National
Technical
management companies? Does the State
Travel Systems and Shorts Travel.
Requirements
use the travel management company's
online booking tool? If so, please provide a
In addition, institutions of higher education and
list of the tools utilized?
travel -eligible cooperative members have their
own travel agency vendors as well. State
employees are not required to book travel through
a travel agency.
The two travel agency state contractors offer their
own online booking tool, and some Customers use
Concur in conjunction with booking their travel
through Shorts Travel.
26.
A.6.2
What is the scope of "inappropriate
"Inappropriate transactions" refer to transactions
Technical
transactions" used in A.6.2 clause?
that do not follow an entity's internal policy or
Requirements
adhere to statewide travel or procurement policies.
This requirement is seeking the ability and
flexibility for an entity to designate rules/report
parameters in the Program System as set forth in
the technical requirements specified in Section
A.6.2.
27.
A.6.2.2.
Technical requirements. Please clarify that
Yes.
Technical
"all data" pertains only to State and/or
Requirements
Customers.
28.
A.6.2.9
Please provide a list of the systems, other
Each Customer uses their own internal systems
Technical
than PeopleSoft, that we will need to
for accounts receivable and accounts payable.
Requirements
integrate our card program with.
During implementation, each Customer will
provide their respective data requirements.
In order to accommodate Customers and their
respective varying data requirements:
- per Section A.8.3.2
The file fields must be available in different file
formats, such as Control Data File (CDF), Visa
Commercial Format (VCF) or comparable
capability and different platforms such as Concur;
- per Section A.8.4
Contractor's Program System must be on a
software platform that creates transaction data
with the ability for account allocation in a text
(ASCII) or MS Excel format.
Section:
Question:
CPA Answer:
29.
A6.2.10 A
Please define Anniversary date. Is this Date
Account open date.
Card Program
of Issuance or other?
Management
30.
A.6.2.10
Can the State provide samples of all the
Reports will vary by Customer, and the
Technical
reports listed under this section?
Contractor's Program System should have a
Requirements
robust reporting module with the flexibility and
capability to produce reports. The minimum
fields for most reports have already been provided
in this section.
31.
A.6.2.10.c.4.
Please provide the travel policy items that
Travel policy exception items that will require
Technical
will require reporting.
reporting vary by Customer. Some examples of
Requirements
exception reports include:
-travelers flying first class
-list of credits related to air travel
-travel charges on weekend or holidays
32.
A.6.2.I O.c.4.
Please provide details on how the
The requirement is for the capability of the
Technical
Contractor will have access to travel policy
Program System to create reports by a Customer's
Requirements
deviations and report them based on card
PA to audit and monitor its entity's travel policy
transaction activity?
deviations as reflected in the card transaction
activity. For example, the ability to create reports
to show transactions:
- with transaction dates on non -work days;
- food purchases in cardholder's home town
33.
A.6.2.11.5.2
Security and Fraud operations include
The Contractor would be expected to provide
Technical
proprietary information and actions. What
information on the activities conducted to prevent
Requirements
specific data is requested for reporting?
security and fraud incidents including but not
limited to data breach, unauthorized access,
identity theft, system access audits/reviews,
vulnerability management, event monitoring, and
if applicable, on any findings the Contractor may
identify while conducting security and fraud
prevention activities, including Contractor's
planned remediation activities and/or plan of
action and milestones.
Confidential information in these reports would be
protected and CPA Information Security would
work with the Contractor to establish secure
delivery of the information.
34.
A.6.2.11.7.2
Will the State access the contractor's card
Yes.
Identification
systems over VPN?
and Access
Controls for
Program System
Section:Question:
CPA Answer:
35.
A.6.4
What is the difference between Dedicated
After review, CPA has determined to amend the
Minimum
and Designated? What distinguishes the
relevant text to read as follows:
Service
two types?
Requirements
Designated: Employee has other customers
other than those participating in this Contract,
but their primary responsibility is the
Customers under this Contract.
"Designated" employees have other duties or
customers other than those participating in this
Contract, whereas "Dedicated" employees do not
have any other duties or customers other than
those participating in this Contract.
36.
A.6.4.1.1
Please clarify expectations with respect to
The 542 CO-OP Purchasing entity programs
Minimum
actively promoting co-op contract.
participating in the current contract represent 449
Service Req —
unique entities. The State's CO-OP Purchasing
Staffing:
Members List is comprised of approximately 1600
Dedicated
members.
Account
Managers
The expectation is to retain as much of the 449
unique entities as possible with the new Contract,
and show continuous effort in actively promoting
the new Contract.
37.
A.6.4.1.1;
Please provide the rationale used to
The FYI 6: 16,772 phone calls placed by program
A.6.4.1.2;
determine the number of dedicated and
administrators and 31, 993 total calls by
A.6.4.1.3
designated personnel for this program.
cardholders.
Minimum
Please provide stats on call volumes and
Service Req —
customer service requests. Our staffing
Although feedback from past user surveys
Staffing:
model and job descriptions differ from the
generally indicated high satisfaction rates with the
Account Mgrs,
roles outlined in this RFP. Is the State
contract in general, initial response times and the
CSR etc.
willing to negotiate the number of
time period to get a problem solved has been an
associates in each role and the associated
ongoing concern. To address this in the new
liquidated damages?
contract resulting from this solicitation, CPA
would only be willing to consider staffing
requirements that exceed the minimum
requirements as set forth in the RFP. Respondents
should take exception to the liquidated damages
provision at issue, as necessary, and provide
specific alternative language for CPA's
consideration.
38.
A.6.4.4
A - What are the "promote" requirements
In general, each Customer has varying needs for
Minimum
that the Contractor has to support? 13-
promoting increased card use amongst its
Service
What are the internal policies and
cardholders, and internal policies and procedures
Requirements
procedures for Card use that the Contractor
due to statute and/or agency policy. Contractor
has to adhere to? Do these go beyond card
adherence to Customer's internal policies and
limits & transaction controls and MCC
procedures for Card use do not typically go
profiles?
beyond card limits, transaction controls and MCC
profiles.
Section:
Question:
CPA Answer:
39.
A.6.4.7
Does "unauthorized use" include authorized
Per Section A.6.4.7, "Unauthorized use" is
use of card for an unauthorized purchase?
defined as any use or purchase that is prohibited
This requirement is outside of the industry
by state or local laws, rules, policies, procedures,
standard definitions of the Card
or any charge that was incurred by someone other
Associations for unauthorized use. What is
than an employee of a Customer who did not have
the Contract definition today and is the
actual, implied or apparent authority to use the
State willing to revise this requirement to
card.
meet the industry standard?
The current contract holds the Contractor liable, at
a minimum, for charges from unauthorized use of
any card caused by Contractor's negligence.
After review, CPA has determined that the
relevant text should remain unchanged.
40.
A.6.4.7
Please clarify the liability for unauthorized
Per Section 6.4.7, Contractor shall be liable for
use. This section is contradictory by stating
charges from unauthorized use of any card by
both the Contractor and Customer are liable
unauthorized users (incurred by someone other
for unauthorized transactions.
than an employee of a Customer who did not have
actual, implied or apparent authority to use the
card), whereas Customer shall be liable for the use
of cards by authorized users provided that use
falls between the parameters established by the
Customer.
After review, CPA has determined that the
relevant text should remain unchanged.
41.
A.6.4.8.1
Is this limited to Central Travel Accounts?
Yes. The requirements for Section A.6.4.8.1 only
Travel Specific
Is this limited to Airline transactions only
refer to Central Billed Accounts in a travel
Customer
on the Central Travel Account? Please
program. The majority of transactions placed on
Support
provide a list of any other transaction on a
Central Billed Accounts are airfare, hotel and
Requirements
Central Travel Account which requires
vehicle rentals. Contractor shall provide a process
reconciliation.
to assist travel agents to reconcile Customer's
travel charges.
42.
A.6.4.8.2
Please elaborate on your current process for
The requirement as stated in Section A.6.4.8.2 is
Travel Specific
airline ticket refunds. How can the
also in the current contract. The cardholder or
Customer
Contractor control the airline refund
travel agency initiates a refund with the airline
Support
process?
vendor, who in turn issues a refund to the credit
Requirements
card.
Once the Contractor has been notified (through
the issuance of the refund by the airline vendor),
then the requirement is to process the airline ticket
refunds within 5 business days.
43.
A.6.4.8.2
The airlines and/or Travel Management
See Question No. 42.
Travel Specific
Company process the airline refunds and
Customer
posts the credit to the State of Texas card
Support
accounts. How can or what is the process
Requirements
which the State requires the Contractor
(Card issuer) to post credits within 5 days
to the card account without it being initiated
by the airline or Travel Management
company ?
Section:Question:
CPA Answer:
44.
A.6.4.8.3
Please define how electronic reconciliation
Per Section 6.4.8.3 the electronic reconciliation
Travel Specific
of data to the travel agency data will
data must be provided to state agencies and travel
Customer
function. Is the Contractor expected to
agencies upon request in mutually agreed upon
Support
send only the financial transaction data on a
format and timeline.
Requirements
Central Travel Account to the State Agency
Upon request, the Contractor must send electronic
TMC for reconciliation by the TMC?
reconciliation data to either the Customer and/or
Which party is doing the reconciliation? Is
their respective travel agencies (the State has two
this process to be made available only State
contracted travel agencies; institutions of higher
Agencies?
education have their own contracted travel
agencies).
45.
A.6.5.1.4.
Please explain this requirement further as to
Payments from the State's Uniform Accounting
Central Billed
what the ACH addenda record is used for
System (USAS) are currently sent via ACH using
Accounts
and why it's required.
the CTX format. The ACH addenda record is
used to identify the following:
-consolidated payment amount
-payee name and payee id information
-paying agency id information
-payment agency contact phone number
-billing account number
-transaction amount
-interest paid
46.
A.6.5.2.1
What was the total spent in 2015 in non-
This is not a metric that is being tracked, as those
Individual
reimbursable expenses for food and
purchases are not allowed.
Billed Accounts
incidentals?
(IBA) for Travel
Only
47.
A.6.5.2.2
Does the statement above intend to
The intent of this requirement is for the Contractor
Individual
communicate that the Contractor must
to extend credit for existing IBA cardholders who
Billed Accounts
extend credit to IBA cardholders without a
have already gone through a credit check under
(IBA) for Travel
credit check and without assurance that the
the current Contractor, and do not have any past
Only
State will cover any delinquencies or unpaid
due amounts during a 6 month period prior to the
balances?
new Contract's effective date.
What was the total of unpaid balances in
2015?
The total of unpaid balances for the past fiscal
years are:
-FYI 5:
$164,607 (State Agencies)
$135,477 (Institutions of Higher Ed.)
-FY 16
$69,083 (State Agencies)
$76,614 (Institutions of Higher Ed.)
48.
A.6.5.3
CLIBA definition contradicts what has been
After review, CPA has determined that the
Central Billed
stated under definitions which is Corporate
relevant text should remain unchanged.
Individual
Liability. Can the State clarify the correct
Liability
definition?
Charges to a CLIBA are the responsibility of the
Accounts
State agency or institution of higher education.
(CLIBA)
Section:Question:
CPA Answer:
49.
A.6.5.3
Please explain the Liability -type, Billing-
See Question No. 48.
Central Billed
type, Payment responsibility, for CLIBA
Individual
versus IBA.
Hierarchy Level 2 billing allows transactions for
Liability
that hierarchy to be grouped separately, compared
Accounts
Please explain Hierarchy Level 2 billing.
to all transactions being grouped together within a
(CLIBA)
central bill account, while retaining responsibility
of the state agency or institution of higher
education for all charges.
50.
A.6.5.4
How many VCA transactions did the State
None.
Virtual Card
have in 2015?
The Contract Amendment to allow VCA
Account
transactions was executed on December 18, 2015.
Program
51.
A.6.5.4
Are VCAs used to purchase "on order" or as
VCAs should be used as a form of payment.
Virtual Card
a payment to settle invoices in Accounts
Account
Payable?
Program
52.
A.6.5.4
How many customers are utilizing the VCA
Currently there are no known Customers utilizing
Virtual Card
program? What is the spend volume
the VCA program so there is no spend volume or
Account
associated with VCA? Is the volume
information for the VCA program.
Program
included in the historical information in
Attachment D? Are these single use
accounts?
53.
A.6.5.4
Does the State have VCA program in place
See Question No. 52.
Virtual Card
today? Is the state willing to send us an AP
Account
file to analyze the spend potential for a
Program
VCA program? This will assist us in
determining in rebate potential for the
program.
54.
A.6.5.5
How many prefixes does the State have
The State currently has 1 prefix for the entire
Card Number
today and what is the purpose of confining
program.
Prefixes
one to each of CLIBA and IBA?
The purpose is to identify the State of Texas
Program accounts from other programs and
cardholders.
55.
A.6.6.3
How many State customers (including
In FYI there were 210 entities that had custom
Card Format
Higher Ed and Co-ops) currently have
plastics. 85, 508 cardholders are currently issued
and Design
differing custom plastics? How many of
custom plastics. The average number of
each of these differing cards are issued each
cardholders per custom plastic was 404.
year, per custom design?
56.
A.6.6.3
Regarding the Custom Design Cards
The Contractor is not able to specify minimum
Card Format
requirements, is Contractor able to specify
order for design cards.
and Design
minimum order for design cards? Or is
Contractor expected to provide custom card
Custom card designs are only provided to
designs for each customer regardless of
institutions of higher education and CO-OP
quantity of cards?
Purchasing Members (since they cannot use the
state's logo as they are not state agencies).
Section:
Question:
CPA Answer:
57.
A.6.8.4
Can the State provide breakup of foreign
In FYI 6, there were 26,984 foreign transactions
Card Issuance,
transactions in 2015? How many cards were
by 3,749 cardholders and 168 Customers.
Renewal and
issued in foreign currency and what
Currently, there are no cards issued in foreign
Administration
currency types?
currency as all cards are currently issues in the US
dollar. As some Customers have international
satellite campuses and with increases in global
travel, however, CPA anticipates the need for
cards to be issued in foreign currencies, but we do
not anticipate that all customers would require this
service.
58.
A.6.8.4
Please clarify the types of programs and list
In general, CPA expects Travel Card programs
Card Issuance,
in what countries you expect to have local
and some Procurement Purchasing Card programs
Renewal and
currency cards issued.
to need local currency cards issued in the future.
Administration
As some Customers have international satellite
campuses and with increases in global travel,
however, CPA anticipates the need for cards to be
issued in foreign currencies, but we do not
anticipate that all customers would require this
service.
59.
A.6.8.4
Can the state describe any non North
Non North America based travel is generally
Card Issuance,
America based travel requirements (i.e.
regularly taken by institutions of higher education
Renewal and
frequency of International travelers,
and on occasion by some state agencies. See
Administration
number of International cards needed, etc)?
Question No. 49 for additional information.
60.
A.6.8.4
Please tell us which countries the State of
See Question No. 58.
Card Issuance,
Texas would like to be issued and paid in
Renewal and
foreign currency.
Administration
61.
A.6.9.2
Please define specifically what card controls
The over -ride functionality allows the program
Controls and
the over -ride functionality will perform?
administrator to authorize a one-time transaction
Restrictions
in instances when an assigned limit such as a
monthly credit limit has been reached or a
merchant category code restriction needs to be
temporarily lifted.
62.
A.6.9.3 Controls
Please provide examples of the notices and
Examples include, but are not limited to:
and Restrictions
alerts that are required.
-Card declines because of MCC restrictions, over
spend limits, or over credit limits;
-merchandise shipped to another address than
cardholder's address;
IBA cardholder who are are over 60, 90, 120 days
past due
63.
A.6.9.3 Controls
Please define real-time visibility of spend?
Immediate or instant. The Respondent should
and Restrictions
provide any limitations.
64.
A.6.9.4 Controls
Systemically, a zero or $1 limit allows for
Declining balance cards or cards set aside for
and Restrictions
transactions to post. Please explain the
emergency situations need to be ready to be used
purpose of the request for zero limit?
at a moment's notice. Having a $0 or $1 limit
allows these cards to be "active" and issued, while
helping to prevent fraud and misuse since
transactions greater than $1 will not be able to go
through.
Section:
Question:
CPA Answer:
65.
A.6.9.6
How many cardholders currently have
Currently, there are 374 cardholders with the
Controls and
permission to obtain cash advances?
ability to obtain cash advances.
Restrictions
66.
A.6.10.3
Is the Contractor responsible for 1 user
The Contractor is responsible for holding an
Annual User
conference annually or 3 at the locations
Annual User Conference at the 3 locations
Conferences
specified? When do the conferences usually
specified in the RFP (the same material is used for
take place (time of year)? Is the User
each location). In the past, the Annual User
Conference one day, multiple days; please
Conferences were held in October for a duration
expand as to what you are requiring from
of 2 days in each city. The time of year and
the contractor?
length is up to the Contractor; however, CPA
reserves the right to object if the proposed
conference does not meet Customer training
needs.
Per Section A.15.9.6.2:
Respondent shall also describe Annual User
Conferences that will be provided to Customers at
Austin, Houston and Dallas to highlight industry
best practices and innovations, at no cost to CPA
or Customers.
67.
A.6.11
When does the State expect to kick off the
Upon contract award, CPA expects the Contractor
Program
program with a new contractor, if a new
to start implementation. Per Section A.6.11.1,
Implementation
contractor is selected? What is the expected
CPA anticipates that the implementation plan
go -live date that the State has in mind for
shall be no longer than 9 months beginning at the
launching a) p-card b) travel card c) virtual
time of award for the entire existing card
card accounts?
programs. Respondent should provide any
anticipated limitations with the Implementation
Plan.
68.
A.6.11
"...how it will implement the required
See Question No. 28.
Program
custom data file feeds and various software
Implementation
integration platforms as required by
Customers; "
Can the state expand on this question? Will
the entities be using different
ERP's/inte rationplatforms?
69.
A.6.11.2
How many IRAs are estimated to be
In general, CPA expects the same number of IBAs
Program
required per terms in this section?
that are currently issued with the current
Implementation
contractor. The number of current IBA
cardholders is 72,021.
70.
A.7
Please provide a breakdown of cards sent to
No cards have been sent so far to locations outside
Delivery of
locations outside the U.S.? What was the
the U.S. All cards are currently shipped to the
Cards
spend for these cards in 2015?
designated Program Administrator in the U.S.
Since there are currently customers with
cardholders in foreign countries, however, CPA
anticipates that there may be a need to send cards
to locations outside the U.S. We do not
anticipate, however, that all customers will require
this service.
Section:
Question:
CPA Answer:
71.
A.7
Regarding the requirement to send cards
See Question No. 70.
Delivery of
anywhere in the world, is this needed for
Cards
travelers only or also for internationally
domiciled State employees? If
internationally domiciled, where and how
many?
72.
A.7
Are there any State or Customer parameters
No.
Delivery of
to limit overnight delivery as this is an
Cards
unrestricted program expense to each
Contractor?
73.
A.7
'...Customer(s) may request overnight
Unknown. This is not a metric that is currently
Delivery of
delivery at no additional cost. "
being tracked.
Cards
How often does the State request overnight
delivery? Is this domestically or
internationally?
74.
A.8.2 Reporting
Are there any timeframes for providing
Printed reports requested by CPA or Customers
Requirements
printed format reports requested by CPA or
should be provided in a timely manner. CPA does
Customers. Contractor systems have ability
not anticipate the need for printed reports on a
to provide electronic reporting, would
regular basis. There may be, however, unforeseen
reports in printed format have to be
circumstances that warrant printed reports.
provided free of charge or will contractor be
Contractor will not be able to charge any delivery
able to charge delivery costs for reports
costs for reports delivered in print.
delivered in print?
75.
A.8.3.2
What expense management system(s) are
See Question No. 28.
Reporting —
used by the State today?
Data Collection
Requirements
76.
A.8.3.2
Please provide a comprehensive list of file
See Question No. 28.
Reporting —
types and formats that will be required?
Data Collection
Requirements
77.
A.8.7.1.
HUB reporting. How is the State receiving
The current Contractor regularly monitors
Reporting —
this reporting data today? How does the
information about HUB merchants from CPA's
Data Collection
existing provider cross-reference the State's
Central Master Bidder's List website. HUB
Requirements
specific vendor data with the merchant data
merchant information is then compiled monthly
from the card network?
and these designations are then applied to card
transactions in the Contractor's Program System.
The current Contractor has created a HUB report
template that Customers are then able to use to run
their monthly HUB reports.
As provided in Section A.8.7.1, for informational
purposes only, instructions for the current
reporting system are available at the following
website:
http://www.citibank.com/transactionservices/hom
e/sa/20lOg3/texas mn/docs/TexasHUB Overview
df
Section:
Question:
CPA Answer:
78.
A.8.7.3.
How are the Federal Small and
As part of a merchant's profile setup for their
Reporting —
Disadvantaged Businesses cross-referenced
respective merchant category code, merchants
Data Collection
and reported with the current provider?
provide their Federal Small and Disadvantaged
Requirements
Business designation, if applicable. MasterCard
updates their merchant database information
monthly and these designations are then applied to
card transactions in the Contractor's Program
System. Customers can request assistance with
creating a report for running monthly reports.
79.
A.9.1.1
Does the state calculate CHD or FTDs?
Payments for CBA, CLIBA and the VCA
Timeliness of
How many days does the state take on
Program will be made by Customer in
Payments
average to pay once the cycle date has
accordance with the Texas Prompt Payment
closed?
law, Texas Government Code, Subtitle F,
Chapter 2251.
Client Held Days (CHD), File Turn Days (FTD)
and days to pay once the cycle date has closed is
not currently metrics being tracked by the State.
The current contract, however, offers an early
payment incentive of 0.75 basis points for every
day (prior to 30) that the Customer remits
payment.
80.
A.9.1.2.1
How does the state pay their statement?
Customers submit payment via ACH.
Payment and
Will all agencies be able to pay via ACH?
Billing —
Receipt of
Payments
81.
A.9.1.2.2
The State's customers are said to use
See Question No. 28.
Payment and
multiple accounting systems. How many
Billing—
systems, what are their names, and how
Receipt of
many customers use each system, or how
Payments
many cards are accounted for by each
customer?
82.
A.9.1.2.4
What are the total annual losses taken by the
Annual losses for the State's IBA's are currently
Payment and
current card provider over the past several
subtracted from the State's rebate.
Billing—
years of the State's IBA's?
The credit losses for:
Receipt of
-FYI 5:
Payments
$164,607 (State Agencies)
$135,477 (Institutions of Higher Ed.)
-FY16
$69,083 (State Agencies)
$76,614 (Institutions of Higher Ed.)
Under the new Contract, the State will not be
responsible for any credit losses in IBAs.
83.
A.9.2.6
Can a monthly spending limit selected by
Yes. Each Customer's Program Administrator
Payment and
the Customer be applied to each IBA
sets various limits, including the monthly
Billing— Billing
account?
spending limit.
Section:
Question:
CPA Answer:
84.
A.9.2.7
The application of payments may require
No. Examples of incorrect payments are, but not
Payment and
further validated documentation.
limited to:
Billing —Billing
Therefore, is the State willing to consider
-Customer sent payment in error that has incorrect
variable time periods based on complexity
account number
or based on State/Customer return of
-Customer sent in payment that has incorrect
payment documentation?
amount
Other scenarios that require extensive
documentation or are complex will be addressed
on a case by case basis.
85.
A.11
Section A states a HUB plan is not required
See Question No. 2.
HSP Plan
but Section B does say one is required.
Which is correct?
86.
A.15.1
Regarding the requirement to identify
The original proposal submission needs to be un-
Confidential/
information that shall be redacted and not
redacted. Respondent may provide a redacted
Proprietary
provided publicly, may we email a redacted
copy in addition to the original proposal.
Information
copy with the original proposal?
87.
A.16.1
May we submit our response primarily in
Yes, that is the preferred format for submission of
Submitting the
PDF to avoid format corruption that can
RFP documents except for the Mandatory Price
Proposal to
happen with Word documents?
Grid, which must be completed and submitted in
CPA —
MS Excel.
Electronic
Submission
88.
B.2.7
Section A allows us to email our final
Yes. Redacted copies may be submitted by email
Public
proposals for submission yet in Section B it
instead. See Question No. 86.
Information Act
is stated that "Respondent's must prepare
Disclosures
and deliver to the CPA four CD's for Public
Information Act Disclosure purposes." May
we submit redacted copies by email instead?
If CD's are required, must they be provided
by the RFP due date or can they be
submitted at a later time?
89.
B.3.4.
Is CPA open to accepting respondent's card
Any additional terms to be negotiated should be
Contract
agreement and negotiating certain terms?
submitted with Respondent's Proposal for review
Documentation
during the evaluation process. CPA reserves the
right to negotiate all such agreements.
90.
Mandatory Price
The spreadsheets that contain historical
Please refer to the revised Mandatory Price Sheet
Grid
information are protected. Can you
(Attachment D) for unprotected spreadsheets with
unprotect the spreadsheets so that we can
historical information.
perform some analysis on the information?
If not, please provide the volumes by State,
Co-op; and the various account types.
91.
Mandatory Price
Can the contractor provide an alternative
No, CPA will not consider alternative pricing;
Grid
pricing scenario in addition to completing
however, CPA will not be asking for a rebate on
the Mandatory Pricing Sheet?
any IBA spend.
92.
Mandatory Price
Does the state want one grid for both PCard
See Question No. 91.
Grid
and IBA or would the state be willing to
accept two grids - one for travel with IBA
and one for PCard?
Section:
Question:
CPA Answer:
93.
Mandatory Price
Is the far left column intended to include all
Yes. This is the intention for Column K ($350
Grid
transaction sizes from $350 up to the
plus) in Tab 2 of the Mandatory Price Sheet
approximate $6000-7000 transaction sizes
(Attachment D).
covered under LTI?
94.
Mandatory Price
Will the State kindly provide an unprotected
See Question No. 90.
Grid
copy of tabs 3 and 4 to facilitate analysis of
the data?
95.
Mandatory Price
Please confirm that the LT amount for the
$11,611,701.85 is the sum total of all Large
Grid
11,611,701.85?
Ticket transactions in Column G for FY15, for
Tab 3 of the Mandatory Price Sheet (Attachment
D).
96.
Mandatory Price
How does the state determine what qualifies
Transactions that qualify as large ticket
Grid
for LT?
interchange are determined by the Credit Card
Associations such as Visa and MasterCard, and
American Express.
97.
Mandatory Price
How many bps does the state receive today
The State currently receives 6 basis points for
Grid
for LT transactions?
qualifying large ticket transactions.
98.
Attachment E
Regarding the notification of changes in
Yes, such unexpected changes in personnel will
2.13, 3.13, 4.13
personnel, please include an exclusion for
not be subject to liquidated damages for failure to
such events as termination, employee leaves
provide advance notice of such change.
Contractor unexpectedly, medical issues, or
other circumstances outside of our control.
Liquidated damages should not apply in
these situations.
99.
Attachment E
Is CPA open to discussing requirements
No. After review, CPA has determined that the
detailed in the attachment E?
relevant text should remain unchanged.
100.
Attachment E
Has the state ever had to invoke the liquid
No, not under this particular contract.
damages provision? if yes, how many times
have you invoked liquid damages? Could
state elaborate on total liquid damages costs
incurred?
101.
General
Upon selection, does the State of Texas
After award, the contract will consist of the
expect us to use its terms and conditions as
documents stated in Section B.3.4. In addition,
we modify them (and include an addendum
only those assumptions and exceptions
with any required bank language we need as
specifically noted in your award letter have been
we did with the state's Voyager program) or
accepted by CPA. All other assumptions and
will we be able to use our Master
exceptions are specifically denied. Any oral
Agreement?
discussions, representations, or accommodations
regarding assumptions or exceptions are
specifically disclaimed.
102.
General
Will we be deducted for every
There will be no deduction for exceptions to terms
change/redline made to the state's terms and
and conditions that are not applicable to a
conditions even if they are not applicable
particular vendor. CPA encourages respondents
(as many terms are related specifically to
to take the necessary exceptions and provide
the delivering of a good or performance of a
alternative language, as applicable, for CPA's
service)?
review.
GLENN HEGAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS
Statewide Procurement Division
RFP No. 304T-17-946M2 Commercial Charge Card Services ADDENDUM No. 2
CONTRACT SPECIALIST: Jennifer Tram, CTPM, CTCM
PURPOSE OF ADDENDUM
Additional questions received:
1. On the updated revised pricing grid, Attachment D, Is it the State's intent that the first grid be $0-499 or should
the first grid be corrected to read $0-399?
In the Revised Mandatory Price Sheet, Tab 2 (Mandatory Price Sheet), the text inside cell D9 should read $0-399
instead of $0-499.
2. Would the state be willing to accept pricing that includes large ticket and discount interchange commercial card
transactions? (Discount interchange initiatives have occurred in the commercial card industry becoming more
common place with retailers like Costco and Walmart.)
Respondent may indicate in the space marked for "Large Ticket Rebate Schedule" that it is the same as the
Proposed Rebate Schedule above. CPA is not entertaining any alternative pricing proposals at this time for
discount interchange transactions.
3. Will the state offices be open next Monday, January 16? It is a national holiday, Martin Luther King Jr. birthday. I
just want to confirm.
This is confirmation that the revised Proposal deadline is unchanged at 1:30pm on January 16, 2017.
4. Section 13.5.1. of the Terms and Conditions:
Are "legislative appropriations" interpreted as only Federal legislative appropriations, or does it include Texas just
want to confirm.
The "legislative appropriations" refer to BOTH Federal AND Texas legislative appropriations.
THIS ADDENDUM SHALL BE ATTACHED TO AND FORM A PART OF THE REFERENCED RFP AND THE CONTRACT.
RESPONDENT MUST ACKNOWLEDGE RECEIPT OF THIS ADDENDUM, BY SIGNING AND RETURNI OPOSAL
RESPONSE. FAILURE TO SUBMIT THE SIGNED ADDENDUM MAY DISQUALIFY THE PROPOSAL.
Citibank, N.A.
RESPONDENT COMPANY NAME RESPONDENT AUTHORIZED SIGNATURE
Andy Taylor
RESPONDENT AUTHORIZED REPRESENTATIVE PRINTED NAME
Comptrol I er.Texa s.Gov
GLENN HEGAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS
Statewide Procurement Division
RFP No. 304T-17-946M2 Commercial Charge Card Services ADDENDUM No. 1
CONTRACT SPECIALIST: Jennifer Tram, CTPM, CTCM
PURPOSE OF ADDENDUM
1. The due date for proposals has been extended to January 16, 2017, from the initial due date of January 9,
2017.
2. Use Revised Mandatory Price Sheet for Rebate Proposal submission. Also included are unlocked
spreadsheets with historical information.
3. CPA is revising Part A.4.1.3 of the RFP as follows:
A.4.1.3 The Rebate period shall be calculated on a 6 month basis with cycle close dates on September 3rd and
March 3rd of each such fiscal year.
4. CPA is revising Part A.4.1.4 of the RFP as follows:
A.4.1.4 Customer's qualifying spend calculations for each fiscal year shall be determined on October 14th and
April 14th of the fiscal year (40 days payment posting after the September 3 and February 3 cycle close
dates for the fiscal year). Contractor will have 60 days to calculate and distribute the Rebates. Contractor
shall deliver the Rebate on or before December 13th and June 13th of each fiscal year. If late, Contractor
shall pay interest to each Customer at the rate set forth in the Texas Prompt Payment Act, Government
Code 2251.025. If an undisputed Rebate becomes more than 90 days overdue, CPA may terminate the
Contract for cause
5. CPA is revising Part A.4.1.10 of the RFP as follows:
A.4.1.10 CPA will not be asking for a rebate on any IBA spend.
6. CPA is revising Part A.6.4 of the RFP as follows:
Designated: Employee has other customers other than those participating in this Contract, but their primary
responsibility is the Customers under this Contract.
7. QUESTIONS AND ANSWERS: Reference Pages 2 -17 of this Addendum
THIS ADDENDUM SHALL BE ATTACHED TO AND FORM A PART OF THE REFERENCED IFB AND THE CONTRACT.
BIDDER MUST ACKNOWLEDGE RECEIPT OF THIS ADDENDUM, BY SIGNING AND RETURNING WITH BID RESPONSE.
FAILURE TO SUBMIT THE SIGNED ADDENDUM MAY DISQUALIFY THE BID.
BIDDER COMPANY NAME
BIDDER AUTHORIZED SIGNATURE
BIDDER AUTHORIZED REPRESENTATIVE PRINTED NAME
ComptrolIer.Texas.Gov
GLENN HEGAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS
Statewide Procurement Division
RFP No. 304T-17-946M2 Commercial Charge Card Services ADDENDUM No. 2
CONTRACT SPECIALIST: Jennifer Tram, CTPM, CTCM
PURPOSE OF ADDENDUM
Additional questions received:
1. On the updated revised pricing grid, Attachment D, Is it the State's intent that the first grid be $0-499 or should
the first grid be corrected to read $0-399?
In the Revised Mandatory Price Sheet, Tab 2 (Mandatory Price Sheet), the text inside cell D9 should read $0-399
instead of $0-499.
2. Would the state be willing to accept pricing that includes large ticket and discount interchange commercial card
transactions? (Discount interchange initiatives have occurred in the commercial card industry becoming more
common place with retailers like Costco and Walmart.)
Respondent may indicate in the space marked for "Large Ticket Rebate Schedule" that it is the same as the
Proposed Rebate Schedule above. CPA is not entertaining any alternative pricing proposals at this time for
discount interchange transactions.
3. Will the state offices be open next Monday, January 16? It is a national holiday, Martin Luther King Jr. birthday.
just want to confirm.
This is confirmation that the revised Proposal deadline is unchanged at 1:30pm on January 16, 2017.
4. Section B.5.1. of the Terms and Conditions:
Are "legislative appropriations" interpreted as only Federal legislative appropriations, or does it include Texas just
want to confirm.
The "legislative appropriations" refer to BOTH Federal AND Texas legislative appropriations.
THIS ADDENDUM SHALL BE ATTACHED TO AND FORM A PART OF THE REFERENCED RFP AND THE CONTRACT.
RESPONDENT MUST ACKNOWLEDGE RECEIPT OF THIS ADDENDUM, BY SIGNING AND RETURNING WITH PROPOSAL
RESPONSE. FAILURE TO SUBMIT THE SIGNED ADDENDUM MAY DISQUALIFY THE PROPOSAL.
RESPONDENT COMPANY NAME RESPONDENT AUTHORIZED SIGNATURE
RESPONDENT AUTHORIZED REPRESENTATIVE PRINTED NAME
Co m ptro I ler.Texa s.Gov
GLENN HEGAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS
RFP No.304T-17-946M2
ATTACHMENT A
EXECUTION OF PROPOSAL (Continued)
FAILURE TO COMPLETE (AS NECESSARY), SIGN AND SUBMIT THIS EXECUTION OF PROPOSAL WILL
RESULT IN DISQUALIFICATION OF THE PROPOSAL.
RESPONDENT ACKNOWLEDGMENT
The Respondent does hereby acknowledge that it can meet all requirements as stated and also
acknowledges the receipt, review, and acceptance of the Request for Proposal identified in its
Proposal. Any exceptions to the statement of work, terms, requirements, and conditions have
been explicitly set forth in the Respondent's Proposal.
By signing this Execution of Proposal, Respondent:
1) Certifies that if a Texas address is shown as the address of the Respondent, the Respondent
qualifies as a Texas Resident Respondent as defined in Texas Administrative Code, Title 34,
Part 1, Chapter 20.
2) Acknowledges that its Proposal and subsequent documents submitted are subject to the
Texas Public Information Act;
3) Acknowledges its obligation to specifically identify information it contends to be confidential or
proprietary, and where Respondent designates substantial portions of or the entire Proposal as
confidential or proprietary, the Proposal is subject to being determined to be non -responsive to
the solicitation.
4) Grants a royalty -free, non -revocable limited perpetual license to reproduce any copyrighted
portions of the Proposal and subsequent documents to comply with Legislative Budget
Board reporting requirements, Public Information Act disclosures, or any other reporting
requirements mandated by law or statute.
5) Respondent's Proposal will remain in effect for 120 days after the Proposal Due Date.
Signature — Authorized Respondent Representative
Printed Name
Date
Com ptrol ler.Texa s.Gov
CLENN HECAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS
RFP No. 304T-17-946M2
ATTACHMENT B — RESPONDENT INFORMATION
Complete and Return with Response
Company Name:
Mailing Address:
Physical Address:
City/State/Zip:
DUNS No.:
Secretary of State Charter No. :
Texas Franchise Tax File No.:
E-Mail for Receipt of Purchase Orders:
Complete all fields for each name as requested on this form. All information is necessary to conduct
mandated checks through the SAM/Excluded Parties List System (Reference Part B, Paragraph 13.7.3).
AUTHORIZED RESPONDENT REPRESENTATIVE
F__ 7 1 1 i
Name — First Middle Last Title
Initial/Name
[Phone E-mail
CONTACT FOR PROPOSAL
Name — First Middle Last Title
Initial/Name
Phone E-mail
CONTRACT MANAGER or CUSTOMER SERVICE REPRESENTATIVE — Purchase Order Inquiries
Name — First Middle Last Title
Initial/Name
Phone E-mail
__F
Payment terms for the State of Texas are typically 30 days.
Provide the additional expedited payment discount(s) extended if paid within the number of days indicated
below.
No. of Days % I No. of Days % I No. of Days %
Comptrol Ier.Texaskov
GLENN HEGAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS
RFP No. 304T-17-946M2
ATTACHMENT C - PREFERENCES
Reference Section 2.27 and Section 2.28 of the State of Texas Procurement Manual
http://www.window.state.tx.us/procurementsPubimanuaIL2-27.pdf
http Llwww.window.state.tx.uslprocurement/pub/manual/2-28.pdf
Check the preferences for which you qualify:
❑ Goods produced or offered by a Texas Bidder that is owned by a Texas resident service -
disabled veteran
❑ Goods produced in Texas or offered by a Texas Bidder that is not owned by a Texas resident
service -disabled veteran
❑ Agricultural products grown in Texas
❑ Agricultural products offered by a Texas Bidder
❑ Services offered by a Texas Bidder that is owned by a Texas resident service -disabled veteran
❑ Services offered by a Texas Bidder that is not owned by a Texas resident service disabled veteran
❑ Texas Vegetation Native to the Region
❑ USA produced supplies, materials or equipment
❑ Products of persons with mental or physical disabilities
❑ Products made of recycled, remanufactured, or environmentally sensitive materials including
recycled steel
❑ Energy Efficient Products
❑ Rubberized asphalt paving material
❑ Recycled motor oil and lubricants
❑ Products produced at facilities located on formerly contaminated property
❑ Products and services from economically depressed or blighted areas
❑ Vendors that meet or exceed air quality standards
❑ Recycled or Reused Computer Equipment of Other Manufacturers
❑ Foods of Higher Nutritional Value
Cam ptroller.Texaskav
Schedule of Liquidated Damages
Attachment E
Contractor and CPA agree and acknowledge that the measure of actual damages to CPA or the State of
Texas as a result of Contractor's failure to meet any aspect of the responsibilities of the Contract or to
meet specific performance standards may be difficult or impossible to calculate with precision,
depending on the nature of the default. Consequently, for the failure to fully perform or deliver each of
the required service identified below, CPA may require Contractor to pay the amount indicated below
for such service. The Services listed below are each separately subject to the assessment of liquidated
damages. The assessment of liquidated damages for the failure to perform or deliver any listed Services
neither requires nor precludes the assessment of liquidated damages for any other failure to perform or
deliver in accordance with this Contract. CPA and Contractor agree an event which may result in the
assessment of liquidated damages is not the kind of event that can be cured by the contractor and
therefore CPA and Contractor agree that CPA is not required to give notice or opportunity to cure prior
to assessing these liquidated damages.
CPA and Contractor agree and acknowledge that the amounts of liquidated damages set forth in this
Schedule are not intended to be in the nature of a penalty, but are intended to be a reasonable estimate
of the amount of financial loss or damages to CPA in the event of the occurrence of any of the related
categories of listed events. CPA does not waive any right to seek additional relief, either equitable or
otherwise, concerning any breach of contract by Contractor. The failure of CPA to assess liquidated
damages in any instance where CPA is entitled to liquidated damages pursuant to the terms of this
Contract shall not constitute waiver in any fashion of CPA's rights to assess liquidated damages. If any
portion of the liquidated damages provisions as set forth below is determined to be unenforceable, the
other liquidated damages provisions not found to be unenforceable shall remain in full force and effect.
CPA also reserves the right to deduct the liquidated damages from any payments owed by CPA or
Customer to Contractor.
An assessment of liquidated damages pursuant to this Schedule E by CPA does not waive or otherwise
affect any other remedy or claim of damages available to CPA pursuant to the contract for any breach or
default by the contractor of the requirements of the contract. If CPA determines, in its reasonable
discretion, that Contractor's failure to perform is continuing unabated or otherwise is likely to
significantly and adversely affect the administration of the Contract or security of the account owners,
CPA may elect to pursue one or more other remedies available hereunder, or under the Contract,
including but not limited to, the termination of the Contract, filing a claim against Contractor's
professional liability or other appropriate insurance coverage or performance bond or any other
remedies available to CPA under this Contract, under applicable law or in equity.
RFP Section
Requirement
Measurement Assessment
Liquidated Damage
1
A.6.2.4
Contractor must provide a Program
Any downtime in excess of
$250 per hour of
System with 24 hours/7 days/week
2 hours in a 24-hour period
downtime
availability without any downtime in
excess of 2 hours during any 24 hour
$2000 maximum daily cap
period during Monday to Friday
for same occurrence
(excluding federal and state
holidays), during the contract term,
except for scheduled maintenance
RFP No. 304T-14-946M2
Schedule of Liquidated Damages (Attachment E)
Page 1 1
RFP Section
Requirement
Measurement Assessment
Liquidated Damage
for which CPA has received 10 days'
advance notice.
2
A.6.2.4.2.3
In the event that Contractor fails or is
Failure to:
$250 per hour of
unable to restore full Program
-notify CPA immediately
downtime
System functionality within 2 hours
AND
during Monday to Friday (excluding
-use commercially
$2000 maximum daily cap
federal and state holidays),
reasonable efforts to
for same occurrence
Contractor shall:
develop in a timely fashion
-notify CPA immediately;
procedures or routines, for
-use commercially reasonable efforts
use by Customers, which,
to develop in a timely fashion
when employed in the
procedures or routines, for use by
regular operation of, or
Customers, which, when employed in
access to, the Program
the regular operation of, or access
System, will avoid or
to, the Program System, will avoid or
substantially diminish the
substantially diminish the practical
practical adverse effects of
adverse effects of the loss of major
the loss of major
functionality to the Program System.
functionality to the
Program System.
2
A.6.4.1.1
Contractor must provide a minimum
Dedicated Account
$250 per hour
of 2 Dedicated Account Managers
Manager is unavailable in
from the pool of 3 Dedicated
excess of 2 hours in a
$2000 maximum daily cap
Account Managers accessible by
calendar day, Monday to
for same occurrence
direct toll -free phone, fax and email,
Friday (excluding Federal
to handle questions and resolve
and State holidays) during
questions, Monday to Friday
the core hours of 8am to
(excluding Federal and
5pm Central Time.
State holidays) from the core hours
of 8 am to 5 pm Central Time
2.B
A.6.4.1.1
Contractor must notify CPA in
Each failure to provide at
$500 per failure to provide
writing, at least fifteen (15) calendar
least fifteen (15) calendar
15 calendar days' notice
days prior to any change of a
days' notice.
dedicated account manager.
3.A
A.6.4.1.2
Contractor must provide a minimum
Each hour that a Dedicated
$250 per hour
of 3 Dedicated customer service
CSR or alternate is
representatives (CSRs) or alternate,
unavailable in excess of 2
$2000 maximum daily cap
accessible by toll -free phone, fax or
hours during the core hours
for same occurrence
email to handle questions and
of 8am to 5pm Central
customer service matters, Monday to
Time during a calendar day,
Friday (excluding Federal and State
Monday to Friday
holidays) from the core hours of 8
(excluding Federal and
am to 5 pm Central Time
State holidays).
3.6
A.6.4.1.2
Provide a minimum of 4 Designated
Each hour that a
$250 per hour
customer service representatives
Designated CSR is
(CSRs), accessible by toll -free phone,
unavailable during in excess
$2000 maximum daily cap
fax, or email to handle questions and
of 2 hours during a 24-hour
for same occurrence
RFP No. 304T-14-946M2
Schedule of Liquidated Damages (Attachment E)
Page 12
RFP Section
Requirement
Measurement Assessment
Liquidated Damage
customer service matters, on
period during weekends
weekends, holidays and Monday to
and holidays
Friday (excluding Federal and State
holidays) when Dedicated CSRs are
unavailable.
IC
A.6.4.1.2
Contractor must address all
Each failure to address a
$250 for each occurrence
customer service issues within 48
customer service issue
hours.
within 48 hours
ID
A.6.4.1.2
Notify CPA in writing, at least ten
Each failure to provide at
$500 for each occurrence
(10) calendar days prior to any
least ten (10) calendar
change of a dedicated CSR.
days' notice
4
A.6.4.1.3
Provide a minimum of 1 Dedicated
Each hour that a Dedicated
$250 per hour
Technical Help Desk Member or
CSR or alternate is
alternate, accessible by toll -free
unavailable in excess of 2
$2000 maximum daily cap
phone Monday to Friday (excluding
hours during the core hours
for same occurrence
Federal and State holidays) from the
of 8am to 5pm Central
core hours of 8am to 5pm Central
Time during a calendar day,
Time.
Monday to Friday
(excluding Federal and
State holidays).
4.B
A.6.4.1.3
Notify CPA in writing, at least ten
Each failure to provide at
$500 for each occurrence
(10) calendar days prior to any
least ten (10) calendar
change of a dedicated Technical Help
days' notice
Desk Member.
5
A.6.4.2
Maintain a toll -free cardholder
Each hour that the toll -free
$250 per hour
customer service line operating 24
customer service line is not
hours a day, 365 days a year.
available in excess of 2
$2000 maximum daily cap
hours in a 24-hour period
for same occurrence
RFP No. 304T-14-946M2
Schedule of Liquidated Damages (Attachment E)
Page 1 3
General Instructions
RFP # 304T-17-946M2
The cells highlighted in yellow permit data entry. Please DO NOT make changes to any other cells. Any such modifications may result in
the disqualification of a price proposal at the sole discretion of the RFP evaluation team. The workbook contains three (3) separate
worksheets in addition to this instructional page : 2 - Mandatory Price Sheet; 3 - Procurement Card (Pro Card) Historical Data, and 4 -
Travel Card Historical Data. The historical transaction volume data is for fiscal year 2015 and is for informational purposes only.
The following instructions are to be used when completing the Pricing Proposal worksheet within this workbook. Should you have any
questions, comments, or need clarification regarding the use of this MS Excel workbook, please contact:
Jennifer Tram
Phone: (512) 463-7985
E-mail: jennifer.tram@cpa.texas.gov
Worksheet Number
Descriptions/instructions
A. Semi-annual Volume Rebate
The first column in the table lists the Semi-annual Charge Volume in Millions. The columns to the
right list Average Transaction Sizes. For each cell highlighted in yellow, list the rebate basis points
that will be provided to the Customer. A rebate must be provided for each cell highlighted. See
section A.4.1.1 of "Part A: Special Instructions" for an example of how the semi-annual rebate
payment is calculated.
B. Large Ticket Transaction Rebate
Use this free form text box to describe the circumstances under which a transaction will be subject to
a "Large Ticket" rebate schedule. If such a rebate schedule will apply to any transactions, please also
use this text box to propose this rebate schedule. If there are no circumstances where such a rebate
2. Mandatory Price Sheet
schedule will apply, simply enter " SAME AS SEMI-ANNUAL VOLUME REBATE" in the text box.
C. Other Charges & Fees
Use this section to identify any additional fees or charges for the services listed in the RFP. An
examples of other fees & charges would be foreign currency conversion fees.
D. Other Discounts or Incentives
CPA recognizes that there may be additional, innovative discounts or incentives that would be
beneficial to the State of Texas. Please utilize this free form text box to propose such discounts or
incentives.
This worksheet contains historical data on the Procurement Card and is provided for informational
purposes only.
Definitions
3. Pro Card Historical Data
Central Billing Account (CBA) - an account to which only reimbursable official state business charges
may be charged, that bills directly to the state agency, university, or cooperative purchasing program
member. Charges to a CBA are the responsibility of the state agency, university, or cooperative
purchasing program members.
Large Ticket Transaction - Transaction greater than $4,500.
This worksheet contains historical data on the Travel Card and is provided for informational purposes
only.
Definitions
Central Billing Account (CBA) - An account to which only reimbursable official state business travel
charges may be charged, that bills directly to the state agency, university, or cooperative purchasing
4. Travel Card Historical Data
program member. Charges to a CBA are the responsibility of the state agency, university, or
cooperative purchasing program member.
Individual Billed Account (IBA) - An account assigned to a state agency or university employee to
which only reimbursable official state business travel charges can be charged, and the individual
assumes liability for all charges.