REQUEST FOR PROPOSAL
FOR
PRINTING AND DELIVERY SERVICES OF
DOOR HANGERS PRODUCTION
COLLECTIVE: 7000136911
PR 10492889
PR 10492889
TABLE OF CONTENTS
REQUEST FOR PROPOSALS
MINIMUM QUALIFICATIONS FOR PROSPECTIVE OFFERORS
1.
General
2.
Mimimum Qualifications
3.
Additional Information to be Submitted
4.
Rejection of Proposal
5.
Purchase Order Approval
CONTRACT
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
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24.
25.
26.
The Contract Documents
Statement of Services
Term
Consideration
Method of Payment
Workmanship, Materials and Equipment to be Furnished by Contractor
Changes and Additional Services
Subcontrators
Subcontrator Responsibilities
Termination for Convenience
Termination for Cause
Indemnification
Conflicts of Interest
Warranty
Permits and Licenses
Taxes
Independent Contractor
Laws and Regulations
Utilization of Small Business Concerns
Notice
Waiver of Rights
Assignability
Right to Audit
Equal Employment Opportunity
Severability of Provisions
Performance of Contract and Choice of Law
EXHIBIT A – SCOPE OF SERVICES
EXHIBIT B – COMPENSATION SCHEDULE
EXHIBIT C – CPS ENERGY BUSINESS QUESTIONNAIRE
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RFX 7000136911
REQUEST FOR PROPOSALS
CPS Energy is interested in obtaining an Offeror to provide for Printing and Delivery Services
of Door Hangers Production ("Services") for a period of two (2) years. CPS Energy is looking
for an Offeror or Offerors whose primary business concerns, qualifications, technical
competence and specialized experience indicate its ability and willingness to perform these
Services.
This document provides information to serve as a guide to Offerors for use in formulating their
Proposals.
Offerors shall prepare and submit:

Two (2) identical sealed printed copies and

One (1) digital/electronic copy (flash drive) of their Proposal.
Each Proposal shall contain a complete copy of this document and required supplemental data.
Proposals that are not prepared and submitted in accordance with these instructions and those
instructions set forth in the Preparation section of this document will be considered irregular and
may be rejected at the discretion of CPS Energy. Proposals shall be submitted in sealed boxes or
packages each endorsed on the outside with the Offeror’s name and the CPS Energy Request for
Proposal Name and Number.
Proposal deliveries are accepted from 7:00 am to 5:00 pm (CST).
Two (2) sets of sealed Proposals as described above will be sent, by the date and time stated in
the Request for Proposal correspondence, to:
Attention: Procurement Analyst, Ms. Dena De La Fuente
CPS Energy
145 Navarro Street, Mail Drop: 110901
San Antonio, Texas, 78205, or
P.O. Box 2906, San Antonio, Texas 78299-2906
CPS Energy reserves not only the right to reject any and all Proposals and to waive minor
formalities and irregularities, but also the right to evaluate the Proposals to determine which, in
its judgment, represents the Best Value Proposal for the Services requested. In evaluating
Proposals, at CPS Energy’s discretion, consideration will be given to the following evaluation
criteria items listed in order of priority of most important to least:




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The ability of the Proposal to meet CPS Energy requirements
The overall price
Compliance with Terms & Conditions of this Request for Proposal
Economic Development (Small, Diverse, Local Business)
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RFX 7000136911
CPS Energy will initially evaluate all Proposals based upon evaluation criteria found in the RFP
or as further clarified throughout the evaluation process. Based on CPS Energy’s initial
evaluation of Offeror Proposals, CPS Energy may make a final decision for award or may
prepare a short list of apparent qualified Offerors who will be asked to conduct initial
presentations of the Services offered and demonstrations for discussion, evaluation, and
clarification. Following this evaluation and clarification, CPS Energy will select one or more
potential Offerors as candidates for a contract award. During this period, CPS Energy will enter
into discussions and negotiations with each short-listed, Offeror after which each may be
required to prepare a “Best and Final” offer to the Proposal.
During the solicitation period, Ms. Dena De La Fuente shall be the sole contact for any inquiries
from Offerors. Any inquiries from Offerors shall be submitted in writing by electronic mail to
Ms. Dena De La Fuente at [email protected]. Offerors are prohibited from
communicating with CPS Energy staff (other than Ms. Dena De La Fuente in the abovedescribed manner), or Board Members regarding this solicitation during the period in which
submittals have been solicited or are being evaluated, with the exception of pre-submittal
meetings open to all Offerors or responses to questions posed during interviews scheduled after
responses are received and opened. Violation of this provision by Offerors and/or their agents
may lead to disqualification of Offeror’s submittal from consideration.
Offerors may be requested to give an on-site presentation of their qualifications and provide
further information of previous projects, if needed, to assist CPS Energy in the evaluation
process of the Offeror’s qualification submittals.
It is agreed that the Contract between CPS Energy and the successful Offeror shall not
come into existence until the actual signing of the Contract by both parties and issuance of
a Purchase Order.
To expedite and simplify Proposal evaluation and to assure that each Proposal receives the
same orderly review, all Proposals shall adhere to the format and specifications described
in this Section:
a)
All the elements of information specified must be included without exception.
b)
Sections and pages shall be appropriately numbered and ordered.
c)
A Table of Contents listing all sections, figures and tables must be included.
d)
Labeled index tabs shall separate major sections and appendices.
e)
Microsoft Version Word Office 2003 or later needs to be used for the digital
copy.
f)
Quoted rates/fees will be assumed to include all Services requirements that are
outlined in Offeror’s Proposal unless otherwise specifically noted.
g)
The name, title, address and telephone number of the individual with authority to
contractually bind the Offeror.
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RFX 7000136911
h)
Proposals shall define in detail any deviations from the RFP. All cost
information, exceptions, clarifications, and advantages shall be defined in detail.
Any and all variances or exceptions taken to the Contract Documents must be
specifically noted.
CPS Energy assumes no liability or responsibility for the costs incurred by the Offeror for
any materials, efforts or expenses required in the preparation of Proposals or in connection
with presentations or demonstrations prior to the issuance of a Contract.
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MINIMUM QUALIFICATIONS FOR PROSPECTIVE OFFERORS
1.
GENERAL
Each Offeror shall submit information with its Proposal which may be used in evaluating the
Offeror's ability to satisfactorily perform the Services requested. Proposals submitted by
Offerors not meeting the Minimum Qualifications are subject to rejection.
Offerors shall prepare and submit two (2) identical printed copies and one (1) digital copy (Flash
Drive or CD/DVD) of their Proposal. Hardcopy Proposals must be tabbed and labeled, with
the requested information provided in the order listed in Section B, Qualifying Factors and
Section C, Additional Information to be Provided and must be signed by the party authorized
to execute contracts on behalf of Offeror. Electronic (Flash Drive) copy should contain this
document in Word format with all exceptions taken with track changes enabled as well as
electronic versions of all other documents requested. Proposals that are not prepared and
submitted in accordance with these instructions will be considered irregular and may be rejected
at the discretion of CPS Energy.
CPS Energy reserves the right to make any and all of the requested information part of the
Contract Documents if the Offeror’s Proposal is accepted. Any changes or substitutions shall be
made only with the written acceptance of CPS Energy, and such change or substitution shall not
be cause for additional financial compensation nor shall it invalidate the Contract in any way.
2.
MINIMUM QUALIFICATIONS
The following factors shall be considered to be the minimum qualifications for Offerors
providing a Proposal to CPS Energy:
a.
A description of the firm’s operational history which reflects that the Offeror has
been actively engaged for a minimum of three (3) consecutive years as a
contractor performing Services similar to those defined in the scope of Services
for this Contract.
3.
ADDITIONAL INFORMATION TO BE SUBMITTED
The Offeror shall also submit the following information with its Proposal:
1.
A completed CPS Energy Business Questionnaire, attached as Exhibit D, with
their Proposal only if their business classification is expired or not listed within
the CPS Energy’s supplier database.
If Offeror has provided goods or performed Services for CPS Energy in the two
(2) years preceding the Proposal due date and completed a Business
Questionnaire at that time, Offeror shall access the Supplier Classification List to
determine whether Offeror’s business classification is current or needs updating.
Business Questionnaires shall only be considered valid for two (2) years from
classification date and must be updated with a new Business Questionnaire
beyond such 2 year period. The Business Questionnaire assists CPS Energy, who
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is a federal contractor for reporting its contracting activity to the federal
government, in identifying an Offeror’s business, if applicable, as 1) Local, 2)
Small, and/or 3) Diverse in accordance with the definitions/descriptions below:
Local - Any business located in the San Antonio eight-county metropolitan area
as defined by the Office of Management and Budget (OMB). The metropolitan
area is colloquially referred to as "Greater San Antonio" and is situated in SouthCentral Texas. The counties included are Atascosa, Bandera, Bexar, Comal,
Guadalupe, Kendall, Medina, and Wilson Counties.
Small - A business that does not exceed the Small Business Administration's size
standards, which vary by work category. Information about each category and
size
standard
can
be
located
by
going
to
http://www.sba.gov/size/indextableofsize.html
Diverse - Any Businesses which meets one of the following classifications,
Women, Minority, Veteran, Historically Underutilized Business (HUB) Zone, or
Services-disabled Veteran.
2.
A minimum of three (3) references which include Company name, title, email
address, contact person’s name and phone number. The references must be
present or past clients for whom the Offeror has performed services within the
past five (5) years. A brief description of the Services performed by the firm as a
contractor performing Services similar to those defined in the scope of Services
for this Contract shall accompany each reference.
3.
A list of any citations, notices of violation, legal proceedings, or project
terminations that any Federal, State, or local regulatory agency (e.g. OSHA) or
department, or corporation or individual has issued to the firm, or any employee
of the firm, while that employee was performing Services for the firm in the past
three (3) years. If there are no violations, Offeror shall provide a statement of
such. In the event there are citations, notices of violation, legal proceedings, or
any project terminations filed against the Offeror, CPS Energy reserves the right
to reject the Offeror’s proposal.
4.
A list of names and addresses of all Subcontractors to be used, if any. These
Subcontractors must meet the approval of CPS Energy prior to the execution of
this Contract.
5.
A detailed and completed Exhibit B, titled “Compensation Schedule.”
6.
A description of the firm’s organizational setup and organization flowchart
reflecting that the Offeror can perform the majority of the Services with firm’s
own forces, transportation and printing equipment under the management of its
own organization.
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7.
Any exception to the specifications, requirements or the terms and conditions of
this Contract must be clearly acknowledged and inserted in tracked-change (redlined) format to a soft copy of the CPS Energy Contract, and must accompany the
proposal. If there are no exceptions, the words “NO EXCEPTIONS” must be
stated.
8.
Any other documents as required in this proposal.
4.
REJECTION OF PROPOSAL
Failure to submit information detailed in Section 2, “Minimum Qualifications,” and Section 3,
“Additional Information to be Submitted,” may be used, at the sole discretion of CPS Energy, in
determining whether the Offeror’s Proposal is accepted or rejected.
5.
PURCHASE ORDER APPROVAL
Any action taken to award the Agreement contract by CPS Energy will be subject to approval by
CPS Energy Supply Chain and will not be final until such approval process has been completed.
No payment can be made for action taken or Services started prior to the award of the
Agreement.
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RFX 7000136911
REQUEST FOR PROPOSAL
FOR
PRINTING AND DELIVERY SERVICES OF
DOOR HANGERS PRODUCTION
COLLECTIVE: 7000136911
PR 10492889
PR 10492889
CONTRACT
This Agreement, made and entered into this, the
day of
2016, by and between
hereinafter referred to as the “Contractor,” whose mailing address is at
,
,
,
and the City of San Antonio, acting by and through City Public Service Board, hereinafter
referred to as “CPS Energy”.
Witnesseth, the parties hereto do mutually agree as follows:
1.
THE CONTRACT DOCUMENTS
The Contract Documents consist of this Agreement, CPS Energy’s Request For Proposal, the
Contractor’s Proposal, and any referenced Drawings, Specifications and all Addenda issued prior
to and all modifications issued after execution of this Agreement. These form the Contract and
all are as fully a part of the Contract as if attached to this Agreement repeated herein.
Exhibit A – Scope of Services
Exhibit B – Compensation Schedule
Exhibit C - CPS Energy Business Questionnaire
2.
STATEMENT OF SERVICES
Contractor shall furnish the materials, supplies, labor and equipment to perform the Services
described in Exhibit A, titled “Scope of Services.”
3.
TERM
The Services to be performed under this Agreement shall be for a three (3) year period beginning
on
, 2016 and ending
, 2018. In the event CPS Energy desires to extend the
existing contract, CPS Energy shall give notice, to the Contractor, no later than thirty (30) days
prior to contract completion. Upon such notification, and to the extent Contractor is willing to
extend the term, Contractor shall provide revised commercially reasonable rates, if any. If
CPS Energy approves the newly proposed rates, then CPS Energy shall submit an Amendment
extending the terms and conditions of this Agreement and an approved Purchase Order to cover
the new contract period.
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4.
CONSIDERATION
As consideration for the Services to be performed hereunder by Contractor or any authorized
Subcontractor, CPS Energy agrees to pay and Contractor agrees to accept in accordance with the
unit prices set forth in Exhibit B, titled “Compensation Schedule.”
5.
METHOD OF PAYMENT
Rates will be negotiated and buys will be pleace by the Atkings Group on behalf of CPS Energy,
baed on the availabilities as well as campaign goals and budgets outlined by CPS Energy. All
billing should be sent to the Atkins Group, 501 Soledad San Antonio, Texas 78205 for review.
The Atkins Group will consult and rectify any and all invoice discrepancies directly with
Contractor. The Atkins Group shall submit all invoices to the CPS Energy Accounts Payable
Section, PO Box 2921, San Antonio, Texas 78229-2921. Invoices shall be paid within ten (10)
days upon CPS Energy’s Receipt of invoice. Invoice for payments and correspondence for this
agreement must reference the CPS Energy Purchase Order number. Invoices which do not
reference the CPS Energy purchase order will be returned unpaid.
The payment by CPS Energy of the Services covered by each such invoice shall constitute full
payment for all such Services, including additional Services, and shall constitute a full release,
accord and satisfaction, and waiver of all known claims of the Contractor for or arising out of
any such Services performed.
Payment otherwise due to the Contractor may be withheld by CPS Energy without payment of
interest because of unremedied Services by the Contractor, the filing of claims or evidence
indicating the probable filing of claims against CPS Energy, including, but not limited to, failure
of Contractor to pay amounts for labor or material used by Contractor or for amounts due to
Contractor’s Subcontractors on the job. If and when the cause, or causes, for withholding any
such payment shall be remedied or removed, and satisfactory evidence of such remedy or
removal has been accepted by CPS Energy, the payment withheld shall be promptly made to
Contractor. If Contractor fails or refuses to remedy or remove any cause for withholding such
payments within thirty (30) days after delivery of written notice by CPS Energy to Contractor,
CPS Energy may remedy or remove the same, or cause the same to be remedied or removed, and
may deduct the cost thereof from the Contract Compensation. In the event such cost shall
exceed the balance of Contract Compensation due, or if a claim is filed against CPS Energy after
full payment is made, Contractor and his sureties, if any, shall be liable for and shall pay the
difference to CPS Energy.
6.
WORKMANSHIP, MATERIALS AND EQUIPMENT TO BE FURNISHED BY
CONTRACTOR
Contractor shall perform the Services in a safe and satisfactory manner by qualified, careful and
efficient workers. CPS Energy shall have the right to require Contractor to remove any
employee of Contractor or of Subcontractors from the CPS Energy facility who, in the
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CPS Energy Representative’s opinion, may be incompetent or unqualified to perform Services
assigned to him and/or her.
Contractor shall furnish all equipment, tools, supplies and labor required for the performance of
the Services in the time specified herein. Such equipment shall be safe, adequate, and
serviceable and shall be kept in first-class operating condition. Examples will include supplies
such as, but not limited to, Gaylord boxes for transporting and wrapping material.
7.
CHANGES AND ADDITIONAL SERVICES
CPS Energy, without invalidating the Agreement, may at any time require deviation from the
Contract Specification. Material changes to the scope of the Services or changes to the quantity
of Services which materially affect the Contract price require authorization from CPS Energy in
writing.
When requested by CPS Energy, Contractor shall prepare a proposal for the requested change in
scope, including a detailed cost breakdown to substantiate the change in compensation requested.
The Contractor shall not make any additions, changes, alterations, or omissions, or perform any
additional Services, or supply additional materials or equipment, except on prior authorization of
CPS Energy. Additional Services shall be authorized only by the issuance of a Supplemental
Purchase Order and/or Amendment issued by Supply Chain.
Additional Services shall be defined as follows:
A.
Any additions and/or deletions to the scope of the Services to be performed.
B.
Significant additions and/or deletions to the quantity of Services to be performed.
C.
Additions and/or deletions for which there is no established price.
CPS Energy reserves the right to prosecute any Additional Services to completion. However,
this right in no way limits the Contractor’s obligation for performance of his or her Services.
Contractor shall afford CPS Energy reasonable opportunity for the execution of said Services
and properly coordinate his/her Services with CPS Energy.
8.
SUBCONTRACTORS
Contractor shall secure CPS Energy’s written approval before subcontracting any portion of the
Services. No such approval shall relieve the Contractor from any of the obligations of the
Contract with CPS Energy. Contractor shall be and remain liable as if no such subcontract had
been made or approved by CPS Energy. Contractor shall keep such records and furnish reports
and information relative to the Subcontractor or Subcontractor’s employees, agents, etc. as
CPS Energy may request. All references to “Contractor” hereafter referred to shall include
“Subcontractor.”
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9.
SUBCONTRACTOR RESPONSIBILITIES
Contractor shall require each Subcontractor, to the extent of the Services to be performed by the
Subcontractor, to be bound by the terms of the Agreement and to assume toward the Contractor
all the responsibilities and obligations which the Contractor by this Agreement assumes towards
CPS Energy.
10.
TERMINATION FOR CONVENIENCE
CPS Energy reserves the right to terminate this order, or any part of it, for CPS Energy's sole
convenience. In the event of such termination, Supplier shall immediately stop work as to the
terminated portion of the order, notify all suppliers and sub-suppliers to stop work on contracts
for performance hereunder and to protect and preserve property in its possession in which
CPS Energy has or may acquire an interest. In order to entitle the Supplier to any termination
payment, Supplier shall, within thirty (30) days after receipt of said notice to terminate, advise
CPS Energy in writing whether any termination charges will be submitted in connection with the
termination. Supplier shall be paid a reasonable termination charge consisting of a percentage of
the order price reflecting the percentage of the work completed in compliance prior to the notice
of termination, plus reasonable, actual direct costs for uncompleted work in progress. Supplier
shall not be paid for any work done after receipt of the notice of termination, nor for any costs
incurred by its suppliers or sub-suppliers which Supplier could reasonably have avoided. In no
event shall the aggregate of all termination payments plus all other payments made for goods or
items under this order exceed the total sum due under the order.
11.
TERMINATION FOR CAUSE
If Contractor is responsible for a delay in the progress of the Services or in the delivery of the
product, Contractor shall, without additional cost to CPS Energy, work such overtime and utilize
such additional equipment as may be necessary to eliminate delay in final completion of the
Contract. Time of delivery of the product is of the essence in this Contract.
If the Services to be performed under this Contract are abandoned by the Contractor, or if the
Contractor is adjudged bankrupt or becomes insolvent, or if Contractor shall refuse or fail to
supply enough properly skilled workmen, or supplies or materials, to perform the Services in a
timely manner, CPS Energy may, without prejudice to any other right of remedy, terminate this
Contract.
12.
INDEMNIFICATION
Contractor shall defend, indemnify, and hold harmless CPS Energy from and against any
liability, loss, cost, and expenses claimed by a third party (including reasonable attorney’s
fees and costs of defense) resulting from Contractor’s performance of the Services to the
extent that such liability is for:
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1) bodily injury, sickness, disease or death, and/or
2) loss or destruction of property,
which arises out of and is attributed to the sole or concurrent negligence or strict liability of
Contractor, its Subcontractors, or their respective employees. Where liability is
attributable to the joint negligence or fault of Contractor and any other person (including
CPS Energy), Contractor’s duty of indemnification shall be limited to Contractor’s
allocable share of joint negligence or fault.
THIS INDEMNITY SHALL BE BROADLY CONSTRUED TO APPLY TO ALL
LIABILITY ATTRIBUTED TO THE CONCURRENT AND SOLE NEGLIGENCE OF
CONTRACTOR AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
13.
CONFLICTS OF INTEREST
Contractor represents that it has advised CPS Energy in writing of any relationship with third
parties, including competitors of CPS Energy, which could present a "Conflict of Interest" with
the rendering of Services under this Agreement. During the period covered by this Agreement,
Contractor shall not undertake any new relationships with parties that could give rise to a
"Conflict of Interest" without the written consent of CPS Energy. A "Conflict of Interest"
includes, but is not limited to, those conflicts which prevent Contractor from professionally and
ethically carrying out all terms of this Agreement with its sole duty or obligation owing to
CPS Energy, or which present the appearance of a disclosure of "Confidential Information" by
Contractor to some third party. A Conflict of Interest includes an organizational Conflict of
Interest, which exists when, because of other activities or relationships with third parties,
Contractor is unable or potentially unable to render impartial assistance, advice, or Services to
CPS Energy, or the Contractor's objectivity in performing the Services is or might be otherwise
impaired, or Contractor gains an unfair competitive advantage as a result of performance under
the Agreement.
Contractor represents that it will not divulge any "Confidential Information" to any third parties.
Such Confidential Information includes all information, materials or products developed at
CPS Energy's expense which are the subject matter of this Agreement ("Matter"), and as
otherwise defined in this Agreement. Contractor is not permitted to reveal Confidential
Information related to the Matter to a subsequent client or customer without written consent from
an authorized CPS Energy representative.
Contractor shall advise CPS Energy of any relationships creating a Conflict of Interest that arise
during the term of this Agreement. If CPS Energy becomes aware of any such relationships,
through Contractor's disclosure or otherwise, CPS Energy has the option to terminate this
Agreement without further liability to Contractor, except to pay for Services actually rendered.
In CPS Energy's sole discretion: (1) if it chooses to terminate this Agreement, CPS Energy may
cancel this Agreement in whole, or any divisible portion thereof, without penalty or further
obligation; and (2) if CPS Energy decides to continue the Contractor's performance under the
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Agreement, CPS Energy may limit the scope of Contractor's performance as it determines
appropriate in light of the Conflict of Interest.
If CPS Energy decides to continue the Contractor's performance under the Agreement,
Contractor shall create internal procedures adequate to ensure that the personnel working on the
CPS Energy Matter do not work on matters for the third party creating the conflict or, in the
alternative, the Contractor shall terminate its relationship with the third party creating the conflict
with respect to the Matter. Under any circumstance, CPS Energy will have exclusive rights to
the Matter as provided under this Agreement and Contractor shall provide adequate assurances to
CPS Energy that Confidential Information will not be disclosed to the third party or any
Contractor employees working for the third party without CPS Energy's consent.
Notwithstanding any other provision in this Agreement limiting CPS Energy's legal remedies,
CPS Energy reserves its rights to all legal remedies permitted by law to enforce this provision,
including through specific performance, and reserves the right to seek any damages permitted by
law for breach of the terms of this Conflicts of Interest provision.
14.
WARRANTY
Contractor warrants to CPS Energy that all Services will be performed in a good and
workmanlike manner and in accordance with industry standards. If any failure to meet the
foregoing warranty appears, Contractor will correctly re-perform the Services identified.
15.
PERMITS AND LICENSES
Contractor shall obtain all necessary permits, licenses and any other forms of documentation
required relating to the Services provided hereunder at its sole cost unless the law or regulation
governing such permitting or licensing requires that CPS Energy do so. Upon request, the
Contractor shall promptly furnish CPS Energy copies of all permits, licenses or other
documentation applicable to this Agreement.
16.
TAXES
The City Public Service Board of San Antonio, Texas is a political subdivision of the State of
Texas organized pursuant to Texas law codified at Chapter 1502 of the Texas Government Code
and, as such, is a TAX-EXEMPT ORGANIZATION. CPS Energy is exempt from certain sales
and use taxes with respect to the purchase price of all materials, supplies, equipment and
consumables purchased under a separate contract and which are incorporated into the Services.
Contractor shall not invoice or charge CPS Energy for such taxes and shall be provided with a
Sales Tax-Exemption Certificate, upon request. Failure by Contractor to request a Sales TaxExemption Certificate shall not mean that CPS Energy waives its tax-exempt status.
CPS Energy shall not pay any taxes for which it is exempt.
17.
INDEPENDENT CONTRACTOR
Contractor’s relationship to CPS Energy in the performance of this Contract is that of an
Independent Contractor. The personnel performing Services under this Contract shall at all times
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be under Contractor’s exclusive direction and control and shall be employees of Contractor and
not employees of CPS Energy. Contractor shall be fully liable for all acts and omissions of its
employees, Subcontractors, and their suppliers, and shall be specifically responsible for
sufficient supervision and inspection to assure compliance in every respect with Contract
requirements. There shall be no contractual relationship between any Subcontractor or supplier
of Contractor and CPS Energy by virtue of this Contract. No provision of this Contract shall be
for the benefit of any party except CPS Energy and Contractor. Contractor shall pay all wages,
salaries and other amounts due its employees in connection with this Contract and shall be
responsible for all reports and obligations respecting them such as Social Security, Income Tax
Withholding, Unemployment Compensation, Workers’ Compensation and similar matters.
18.
LAWS AND REGULATIONS
a.
The Contractor shall observe and comply with all ordinances, laws, requirements and
regulations of all units of government and governmental agencies having jurisdiction over any
aspect of the Services, including, but not limited to, those listed in (b) below and as amended by
the Federal Motor Carrier Safety Administration. The Contractor shall protect and indemnify
CPS Energy and CPS Energy's employees, officers, trustees and agents against any loss, claim,
expense or liability arising from or based on any violation of the same.
b.
If this Contract requires Contractor’s employee(s) to obtain a commercial driver’s license
in order to perform Services hereunder, the Contractor shall abide by the regulations
promulgated by the Department of Transportation (DOT), Federal Motor Carrier Safety
Administration (FMCSA), which states that Contractors subject to FMCSA mandates shall be in
compliance with those parts of 49 Code of Federal Regulations (CFR) which relate to the illegal
use of alcohol and controlled substances. CPS Energy will require such compliance to be a part
of this Contract and will immediately terminate this Contract if Contractor is found to not be in
compliance with said regulations. Contractor shall indemnify CPS Energy against any fines,
penalties, damages, costs or attorney fees based upon any violation by Contractor of the same.
19.
UTILIZATION OF SMALL BUSINESS CONCERNS
If this Contract offers subcontracting opportunities, both parties to this Contract agree to
comply with 48 CFR 52.219-8, Utilization of Small, Service-Disabled Veteran-Owned Small
Business, HUBZone Small Business, Small Disadvantaged Business and Woman-Owned
Small Business Concerns and 48 CFR 52.219-9, Small Service-Disabled Veteran-Owned
Small Business, HUBZone Small Business, Small Disadvantaged Business and WomanOwned Small Business Subcontracting Plan.
Contractors classified by CPS Energy as a large business are required to furnish the
subcontracting documents for any contract expected to meet or exceed $700,000
($1,500,000 for construction). Failure to provide these documents will result in the award
being cancelled.
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The Contractor shall adopt and deliver to CPS Energy the Subcontracting Plan for both
large and small, non-minority, minority, HUBZone, service-disabled veteran and/or
woman-owned businesses with the agreement that the Contractor will prepare and submit
the Summary Subcontract Report Standard Form 294 or 295, in accordance with the
instructions on the form and all supporting documentation as required by governmental
directives in the terms of the contract between CPS Energy and the U. S. Government. The
aforementioned documentation should be submitted to the CPS Energy Supplier Diversity
Office, P.O. Box 1771, Mail Drop #110901, San Antonio, Texas 78296-1771, Attn: Supplier
Diversity Coordinator. The Contractor may be required to submit a copy to the Director
of Small and Disadvantaged Business Utilization, General Services Administration, 18th &
F Streets NW, Washington, DC 20405, upon his/her request.
20.
NOTICE
Any notice herein provided for, or necessary to be given, may be given by registered mail as
follows:
21.
(a)
By CPS Energy to Contractor addressed to the name and address shown on the
initial page of this Contract.
(b)
By Contractor to CPS Energy addressed to General Counsel P.O. Box 1771, San
Antonio, Texas, 78296-1771.
WAIVER OF RIGHTS
The waiver by CPS Energy of the breach of or default in any of the terms, covenants and
conditions of this Agreement by Contractor shall not be, nor construed to be, a waiver by
CPS Energy of any succeeding breach of the same or other terms, covenants and conditions
hereof; nor shall any delay or omission on the part of CPS Energy to exercise or avail itself of
any right, power or privilege that it has or may have hereunder operate as a waiver of any such
breach or default.
22.
ASSIGNABILITY
Except as provided in this Section, Contractor shall not assign the rights, nor delegate the duties, or
otherwise dispose of any right, title, or interest in all or any part of the Agreement without the prior
written consent of CPS Energy. Any approved assignment or delegation shall be for the benefit of,
and shall be binding on, Contractor, assignees, and all future successors, and shall not relieve
Contractor, assignee, or future successors of any duties or obligations.
23.
RIGHT TO AUDIT
CPS Energy, or its designated agent, shall have the right to audit, at any time, the Contractrelated records and associated documents of the Contractor and Subcontractor. Such right to
audit shall be for the determination of the accuracy and validity of the Contractor’s and
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Subcontractor’s payments to CPS Energy and for verifying compliance with other terms and
conditions of the Contract.
Contractor and Subcontractor shall maintain all records required to be kept by law, rule or
regulation, or records required to document performance of the Services specified in the Contract
Documents. The records shall be maintained for the period required by law, for a reasonable
period in the absence of applicable law, or for two (2) years after completion of all Services,
whichever is greater. Contractor shall provide to CPS Energy copies of such records as provided
in the Contract Documents or as reasonably requested by CPS Energy after performance of the
Services.
24.
EQUAL EMPLOYMENT OPPORTUNITY
The Contractor will not discriminate against any employee or applicant for employment because
of race, color, religion, sex, national origin, age, disability, or political beliefs or affiliation, and
will comply with all state and federal statutes applicable to Contractor, such as affirmative action
plans and reporting requirements.
25.
SEVERABILITY OF PROVISIONS
If any provision of this Contract is held invalid, illegal, or unenforceable, the remainder of the
Contract shall remain valid and enforceable and shall be construed to conform to the intent of the
parties.
26.
PERFORMANCE OF CONTRACT AND CHOICE OF LAW
THIS CONTRACT IS PERFORMABLE IN SAN ANTONIO, BEXAR COUNTY, TEXAS
AND IS GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
IN FAITH WHEREOF, Witness the hands and seals of both parties on the day and year written
in this Agreement.
Contractor
The City of San Antonio, acting by and
through City Public Services Board
By:
By:
Printed Name:
Printed Name: Melissa A. Gutierrez
Title:
Title: Sr. Manager – Planning & Sourcing
Date:
Date:
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EXHIBIT A
SCOPE OF SERVICES
A.
GENERAL
Contractor shall be called to provide for CPS Energy implementation of a variety of
Printing and delivery of door hangers for CPS Energy Programs. The required information
is to be delivered to a target customer audience via door-to-door delivery on an as needed
basis.
B.
SERVICES
Services required will vary by project. The Services listed below may or may not be
required concurrently or routinely.
The contractor must be able to provide turnkey services that would include:
 Targeted demographic delivery mapping to reach specific CPS Energy customer lists
 Scheduling of delivery to meet timelines provided by CPS Energy
 Turnkey printing and delivery cost based on customers in target map with the use of
Supplier mapping technology
 Production of die-cut door hangers from artwork provided by CPS Energy or the agency
of record representing CPS Energy
o Production to include proof for approval by CPS Energy marketing team
o Secure ftp website to receive artwork from CPS Energy or agency creative team
 Proof of Performance photographs
 Post-delivery analysis to include how many were delivered vs estimated to designated
CPS Energy Field Representative or his/her designee
 Invoicing on a timely basis to include program/campaign reference, delivery date,
quantity, production rate, and reference to assigned purchase order
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EXHIBIT B
COMPENSATION SCHEDULE
All amounts in USD
Publication
Door Hangers
(turnkey)
Estimated
Annual
Quantity
Unit Cost
Total Cost
100,000
Note: The unit cost indicated should cover for printing, and delivery
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EXHIBIT C
BUSINESS QUESTIONNAIRE
https://www.cpsenergy.com/content/dam/corporate/en/Documents/Procurement/SBA_Questionnaire.
pdf
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