Microsoft Exchange 2010 Upgrade RFP (Revised 5-17-13)
Microsoft Exchange 2010 Upgrade RFP (Revised 5-17-13)
Microsoft Exchange 2010 Upgrade RFP (Revised 5-17-13)
******************
INVITATION
Mental Health Mental Retardation Authority of Harris County (MHMRA) is accepting Proposals
from vendors Registered, State Certified, and capable of providing Microsoft Exchange 2010
Upgrade.
Mental Health Mental Retardation Authority of Harris County invites your firm to submit a
Proposal. If you are interested in submitting a Proposal, please adhere to the General
Instructions and Requirements as outlined in the enclosed Request for Proposal.
Vendors shall pay particular attention to all INSTRUCTIONS, REQUIREMENTS and
DEADLINES indicated in the attached documents and should govern themselves accordingly.
In accepting Proposals, MHMRA reserves the right to reject any and all Proposals, to waive
formalities and reasonable irregularities in submitted documents, and to waive any requirements
in order to take the action, which it deems to be in the best interest of MHMRA, and is not
obligated to accept the lowest Proposal.
We greatly appreciate your efforts and look forward to reviewing your submission.
Nina Cook
Nina Cook, MBA, CPPB
Purchasing Manager
MHMRA, Harris County
Joycie Sheba
Joycie Sheba
Buyer II
Table of Contents
Section
Page
I.
Overview
II.
III.
General Instructions
IV.
V.
Insurance Requirements
VI.
10
11
18
IX.
21
IX.
Proposal Contents
24
X.
Signature Page
25
XI.
Attachment(s)
26
A.
B.
C.
D.
E.
Sample Contract
HUB Subcontracting Plan
(Historically Underutilized Business)
Deviation Form
Notice to Not To Participate Form
Form W-9 - Request for Taxpayer Identification Number and
Certification
http://www.irs.gov/pub/irs-pdf/fw9.pdf
SECTION I OVERVIEW
BACKGROUND AND OBJECTIVES
The Mental Health Mental Retardation Authority of Harris County (MHMRA) is a Community Center in
Houston, Harris County, Texas providing Behavioral Health Services to approximately twenty-five (25) to
(30) thirty thousand Harris county residents each year. MHMRA is the largest community based provider
of clinical services to Mental Health and Intellectual Development Disabilities consumers in the United
States. It maintains operations at over 25 facilities throughout all parts of Harris County and operates and
on an annual budget in excess of $191.9 million. Our goal is to employ best practices and cost
effectiveness.
The Mental Health Mental Retardation Authority of Harris County (MHMRA) invites qualified companies
herein after referred to as Provider or Vendor to submit Proposals for Microsoft Exchange 2010
Upgrade in response to this solicitation. The Agency has fixed pricing budgets and all pricing quoted
should remain fixed for the duration of the contract. Our goal is to employ best practices and cost
effectiveness.
1of 39
Proposal Opening:
2 of 39
B.
Submittal Procedure
The Proposal, subject to all conditions and specifications attached hereto, must be signed in INK by a
person or officer of the company submitting the Proposal that is authorized to enter into contractual
agreements on behalf of the company. Proposals received unsigned will be deemed non-responsive and
therefore; will not be accepted.
Deadline to submit Final Proposal is Wednesday, June 05, 2013 at 10:00 A.M The original Proposal,
signed in ink, five (5) additional photocopies and an electronic copy (CD-ROM or Floppy) should be
submitted in a SEALED ENVELOPE and delivered to the attention of:
MHMRA of Harris County
Purchasing Department
Attn: Joycie Sheba, Buyer II
7011 Southwest Freeway,
Houston, Texas 77074
MICROSOFT EXCHANGE 2010 UPGRADE
DO NOT OPEN UNTIL WEDNESDAY, JUNE 05, 2013 AT 10 A.M.
No Proposal will be accepted after the stated deadline.
Respondents may mail or personally deliver their Proposals to the Purchasing Office of MHMRA at the
above address. MHMRA will not be responsible for any Proposal(s) that is (are) lost in the mail or
not delivered to the Purchasing Department by the stated deadline for any reason.
Proposals shall include all documentation as requested in the Request for Proposal.
3 of 39
C.
Proposal Opening
A Public Proposal Opening will be held at 10:15 A.M., immediately following receipt of Proposals Wednesday,
June 05, 2013 at 7011 Southwest Freeway, Houston, Texas 77074.
D.
The Mental Health Mental Retardation Authority of Harris County does not discriminate against any individual or
Vendor/Provider with respect to his/her compensation, terms, conditions, or award of contract because of race,
color, religion, sex, national origin, age, disability, political affiliation, or limit, segregate, or classify candidates
for award of contract in any way which would deprive or tend to deprive any individual or company of business
opportunities or otherwise adversely affect status as a Vendor/Provider because of race, color, religion, sex,
national origin, age, disability, or political affiliation.
E.
By submitting their Proposals, Offerors certify that they do not and will not during the performance of this
contract employ illegal alien workers or otherwise violate the provisions of the federal Immigration Reform and
Control Act of 1986.
H. Permits
Any and all permits as required by authorities having jurisdiction; local, state, county, and/or federal, are the total
responsibility of the interested parties/vendor and must be obtained prior to commencement of any work or
service. Any and all expense/cost related to obtaining required permits is the sole responsibility of the vendor.
I. Financial Information
Vendor/Provider must submit a copy of their last AUDITED financial statement. A letter from your CPA is an
acceptable alternative for Non Public companies, but must include a statement that financial solvency is adequate
to meet expenditures for at least one year.
4 of 39
J. Payments
Vendor/Provider is to submit properly completed invoice(s) to the address specified on the purchase order. To
insure prompt payment, each invoice should indicate purchase order number, discount terms and include
Vendor/Provider's name and return remittance address.
K. Price Adjustments
Vendor/Provider will be required to honor their proposed prices for the term of the contract period.
O.
Form W-9
Vendors are to complete Form W-9 and Submit with their Proposal documents. http://www.irs.gov/pub/irspdf/fw9.pdf (Attachment D)
5 of 39
Any Proposal may be modified or withdrawn prior to the deadline, provided such modification or withdrawal is
submitted prior to the deadline. Any modification received after the deadline shall be deemed late and will not be
considered.
B.
All Proposals must be an irrevocable offer valid for one-hundred and twenty (120) days after the Proposal
opening.
C. Late Proposals
Proposal received after the stated deadline shall be deemed late and will not be considered.
D.
Irregularities in Proposals
Except as otherwise stated in this Request for Proposal, evaluation of all Proposals will be based solely upon
information contained in the Vendor/Provider's response to this Proposal. MHMRA shall not be held responsible
for errors, omissions or oversights in any Vendor/Provider's response to this Proposal. MHMRA may waive
technical irregularities, which do not alter the price or quality of the services.
MHMRA shall have the right to reject Proposals containing a statement, representation, warranty or certification
which is determined by MHMRA and its counsel to be materially false, incorrect, misleading or incomplete.
Additionally, any errors, omissions, or oversights of a material nature may constitute grounds for rejection of any
Proposal.
The inability of a Vendor/Provider to provide one or more of the required components or specified features or
capabilities required by this Proposal does not, in and of itself, preclude acceptance by MHMRA of the Proposal.
All Proposals will be evaluated as a whole in the best interest of MHMRA.
E.
Oral Presentations
Any Vendor/Provider that submits a Proposal in response to this request may be required to make an oral
presentation for further clarification upon MHMRAs request.
F.
If it becomes necessary to revise any part of this Proposal package or if additional information is necessary to
clarify any provision, the revision and/or additional information will be provided to each Vendor/Provider via
faxed amendment or e-mail.
G.
After opening, each Proposal, except those portions for which a Vendor/Provider has included a written request
for confidentially (e.g., proprietary information), shall be open to public inspection.
H.
Retention of Proposals
All Proposals considered by MHMRA shall become the property of MHMRA and shall not be returned.
6 of 39
I.
Vendors must respond to the Proposal request whether they can or cannot provide the products, supplies and/or
services listed in the Proposal request. (See Attachment C Notice Not to Participate Form)
J. Incurred Expenses
MHMRA shall not be responsible for expenses incurred by a Vendor/Provider in the preparation and submission
of a Proposal. This provision also includes any costs involved in providing an oral presentation of the Proposal.
K. Deviation Form
Each response to this Solicitation shall contain a Deviation Form, which states the prospective contractors
commitment to the provisions of this Request for Proposal. An individual authorized must sign the Deviation
Form. Any exceptions taken to the terms and conditions identified in this Solicitation Package must be expressly
stated in the Deviation Form. (See Attachment B)
L.
Subcontractors
All provisions and/or stipulations within this Request for Proposal also apply to any authorized subcontractors.
M. Term of Contract
The intent of the RFP is to award this contract to the qualified vendor who can provide and meet all specified
requirements of this Request for Proposal. The contract shall commence with a tentative award date and shall
remain in effect unless terminated, canceled or extended, as otherwise provided herein.
Each vendor shall provide responses to Proposal Reply page with their costs detailed as per the Cost Schedule
template Unit Price Schedule by Commodity and/or Service provided by MHMRA. If your pricing is
government pricing please provide copy of your agreement with specific state, federal or local organization. (Ex:
GSA, DIR, TBPC)
N. Licensure
The vendor shall submit, with their Proposal, a copy of any other license(s), certification(s), registration(s),
permit(s), etc. as required by authorities having jurisdiction; local, state, county, and/or federal.
O. Pricing
Each vendor shall provide responses to Proposal Reply page with total pricing.
7 of 39
Vendor agrees to maintain, or to cause its personnel providing services under this Agreement to maintain, at its
sole cost and expense or the cost and expense of his personnel, the following insurance policies, with the specified
coverages and limits, to protect and insure the Agency and Vendor against any claim for damages arising in
connection with Vendors responsibilities or the responsibilities of Vendor's personnel under this Agreement and
all extensions and amendments thereto.
1-
$1,000,000
$500,000
Note: Limits shown above shall apply to Abuse and Molestation claims without sub-limits or exclusions.
2-
Professional Liability
General Aggregate
Each Occurrence
3-
$2,000,000
$1,000,000
4-
5-
$500,000
Statutory Requirements
$500,000 Each Accident
$500,000 Each Employee
$500,000 Policy Limit
B.
Insured Parties
All policies shall contain a provision naming the Agency (and its officers, agents and employees) as Additional
Insured parties on the original policy and all renewals or replacements during the term of this Agreement.
C.
Subrogation
All policies must contain a Waiver of Subrogation endorsement to the effect that the issuer waives any claim or
right in the nature of subrogation to recover against the Agency, its officers, agents or employees.
D.
Proof of Insurance
8 of 39
The policies, coverages and endorsements required by this provision shall be shown on a Certificate of Insurance
on which the Agency must be listed as the Certificate Holder and which should be furnished to the Agency prior
to the commencement of this Agreement. All such insurance shall be secured and maintained with an insurance
company, or companies, licensed to do business in the State of Texas. The Agency may withhold payments under
the terms of this Agreement until the Vendor furnishes the Agency copies of all Certificates of Insurance from the
insurance carrier, or carriers, showing that such insurance is in full force and effect.
E. Cancellation
New Certificates of Insurance shall be furnished to the Agency at the renewal date of all policies named on these
Certificates. Vendor shall give the Agency thirty (30) days prior written notice of any proposed cancellation of
any of the above described insurance policies.
F.
Indemnification
To the extent permitted under the Constitution and the laws of the State of Texas, Vendor hereby agrees to
indemnify and hold harmless the Agency and all of its directors, officers, employees, and agents from all suits,
actions, claims or cost of any character, type, or description brought or made on account of any injuries, death, or
damage received or sustained by any person or persons or property, including but not limited to clients, arising out
of or occasioned by any acts or negligence of Vendor or Vendors personnel, if any, or its agents or employees
whether occurring during the performance of the services hereunder or in the execution of the performance of any
of its duties under this agreement.
9 of 39
20%
B.
20%
C.
Project Management
Methodology
Understanding
10%
D.
Financial Condition
10%
E.
10%
F.
Credentials of Staff
10%
G.
References
10%
H.
Cost
10%
10 of 39
11 of 39
Scope of Work:
MHMRA uses a phased approach in implementing projects. Include in a proposal the following phases:
Assessment (including discovery)
Design (including tool selection)
Build:
o Hardware, Software, and Tool setup and configuration
o Client configuration and setup, Enterprise Vault Setup, and Exchange Setup
o Connectivity Testing, Testing of tools, and equipment testing
o Pilot migration to include active data, archives, and establishing connectivity between
Exchange 2007 and internet
Final Migration, Implementation, Documentation, and Training
MHMRA will provide staff in the following roles:
Project Manager
Systems Administrators/Engineers
Systems (Desktop) Technicians
A. Project Phases:
I.
Assessment:
The Assessment Phase consists of determining MHMRAs current environment, and may be
completed by using a combination of discovery workshops, tools, surveys, and forms to
understand the technical, organizational, and operational environments.
The scope of this project includes Microsoft Exchange 2007, Microsoft Lync, Symantec
Enterprise Vault, and RIM Blackberry Enterprise Server.
The Assessment Phase will include, but not be limited to the following:
- Review the overall environment, including Operating Systems, network
and Active Directory
- Technical/Functional requirements
- Review of IT staff skills and knowledge
- Review of Change Control Process
- Identification of Risks
- Review of Microsoft Domain and Server stability and health
- Review of Exchange 2007 infrastructure:
o Post Office
o Mailboxes
o Client configurations
o SMTP configurations
- Review of Symantec Enterprise Vault:
o Archives
o Microsoft SQL 2005 health
o Server stability and health
- Review of existing directory application such as Blackberry Enterprise
server and LDAP
- Review of LAN architecture
- Review of WAN architecture
12 of 39
Assessment Deliverables:
- Written Assessment of Findings and Recommendations
II.
Design:
The Design Phase includes the design of the a Windows Exchange 2010 and Symantec
Enterprise Vault architectures that will provide MHMRA with the greatest possible scalability,
performance, reliability, and availability while also providing flexibility in migration and
management.
The Design Phase will include, but not be limited to the following:
-
Monitoring requirements
Message and IM (Lync) archiving and search functionality
Define backup and recovery requirements
Error notification to be sent using SNMP traps and email messages
to administrators
Recommendations for Exchange system maintenance plans and procedures
Recommendations for industry standard configurations and functionality
Assist with defining applicable security requirements (Active Sync
policies)
Determine Migration Method
Deliver Microsoft operational best practices
Define toolset:
o Work with MHMRA staff to select tools based on an evaluation of
features, demos, and when possible, live hands on testing
Define the AD and Exchange migration approach
Define migration timelines and migration approach for pilot
MHMRAs recover time objective in the event of a catastrophic failure is 4
hours, including weekends and holidays
Develop a document to include:
o Anticipated migration and cut-over process in outline form
o Server/storage installation and solution configuration process
o Exchange 2010 design document
o Microsoft Lync design document
o Enterprise Vault archive manager design document
o Tool selection
o Draft Exchange 2010 Project Plan
o
o
o
o
Design Deliverables:
-
III.
Build
This phase combines four steps:
- Hardware, Software, and Tool setup and configuration
- Client configuration and setup, Archive Manager setup, Exchange Setup,
Lync Setup
- Connectivity Testing, Testing of tools, and equipment testing
- Pilot migration to include active data and archives and establishing
connectivity between Exchange 2007 and Exchange 2010 systems
14 of 39
Build Deliverables:
-
IV
o Microsoft Lync
o Active Directory design
o Blackberry Server (if needed)
o Exchange Security recommendations
Migration Process for pilot
Validated Migration Processes
An upgraded and configured Symantec Enterprise Vault archive solution
A deployed Exchange 2010 Environment with all users in production
Migration of all accounts to Exchange 2010 to contain all email, calendar
appointments, tasks, notes, contacts, and all resources that existed in the
Exchange 2007 environment
Migration of Enterprise Vault version 7.5 to new Enterprise Vault solution
Integrated Blackberry Server (if needed)
Training of MHMRA staff to perform basic and midlevel administration on
all systems
60 hours Post Implementation Support (onsite and remote)
VMware training class VMware vSphere: Install, Configure, Manage
[V5.1] for one person from MHMRA
17 of 39
SPECIFICATIONS:
Storage:
Part Number
DS-SAS6-35600X15K7-D
EN-SAS6-1235
SW-CORE-EXP
SW-RIRA-EXP
PA-CBL-SAS-.6M-DSP
CONV-KITSASENCL35-SC8000
HW-Coterminus
SW-Coterminus
Server Enclosure:
Part Number
658960-S21
488100-B21
Description
QTY
12
1
2
1
1
2
1
1
1
QTY
1
1
571956-B21
Description
HP C3000 Chassis 1x6120XG 6PS 6 Fan 8 IC LIC - S-Buy
HP BLc3000 Dual Onboard Administrator
HP Virtual Connect FlexFabric 10GB/24-Port Module
Switch
Servers:
Part Number
666159-B21
668066-B21
647899-B21
652611-B21
Description
HP BL460 Gen 8 8-Core Xeon E5-2650 2.0 32GIG Ram
HP BL460c Gen8 E5 2650 Kit
HP 8GB 1Rx4 PC3-12800R-11 Kit
HP 300GB 6G SAS 15K 2.5in SC ENT HDD
QTY
8
12
12
10
Miscellaneous Parts:
Part Number
AJ716B
AF520A
453154-B21
336047-B21
AZ870A
AF617A
336047-B21
AF605A
SURTD5000RMXLT3U
Description
HP SFP + Transceiver Module
HP Intelligent Modular PDU
HP BLc Virtual Connect 1GB RJ-45 Small Form Factor
HP USB Interface Adapter
HP TFT7600 G2 Monitor and Keyboard
HP Server Console 0x2x16 Port Analog Switch
HP KVM CAT5 1-pack USB Interface Adapter
HP Blade System c-Class KVM Interface Adapter
ACP Smart-UPS RT 5000VA Rank Tower 208V
QTY
2
1
8
2
2
2
2
2
1
19 of 39
Software:
Part Number
IPI0WZF0-ZZZGS
IPIWZZ0-EI1GS
XEULWZF0-XXXGS
XEULWZZ0-EI1GS
3DENWZF0-EI1ES
Description
Symantec EVAULT STORAGE MGT EXCH 10 STD
Symantec EVAULT STORAGE 10 STD ESS
Symantec EVAULT File System Archiving 10 STD
Symantec EVAULT File System Archiving ESS
Symantec Backup Exec 2012 Agent for Applications and
DBs
Microsoft Exchange Server 2010 Enterprise - Charity Pricing
Microsoft SQL Server ST per server license - Charity Pricing
Microsoft Lync Server - Charity Pricing
Microsoft Lync Client CALS - Standard - Charity Pricing
QTY
300
300
150
150
Description
Professional service hours to complete project
Post Implementation Support
QTY
1
5
2
2
300
Professional Services:
60 hours
Training:
Description
QTY
1
20 of 39
***********
Proposal Opening: Wednesday, June 05, 2013 @ 10:00 A. M
Submitted by:
The vendor/contractor is allowed to submit a response to all or part of this Proposal. The
contract period would begin with the execution of the Purchase Order. Vendor must include all
listed hardware, installation costs, and warranty, maintenance/support agreement. MHMRA of
Harris County is not obligated to purchase from a single vendor.
By signing the Proposal Reply Page, undersigned agrees to provide equipment or services
SPECIFICATIONS:
Storage:
Part Number
DS-SAS6-35600X15K7-D
EN-SAS6-1235
SW-CORE-EXP
SW-RIRA-EXP
PA-CBL-SAS-.6M-DSP
CONV-KITSASENCL35-SC8000
HW-Coterminus
SW-Coterminus
Description
Dell 600GB, SAS, 6GB, 15K7 HDD
Dell Enclosure, SAS, 6GB, 3.5" 12 Bay
Dell Storage Center SW Bundle, Exp License
Dell SW, Remote Instant Replay Asynchronous
Expansion Library
Dell 6GB SAS Cable, 0.6M, Qty 2
Dell Conversion Kit, 3.5" SAS Enclosure, SC8000
Series
Dell Copilot Hardware Support Co-Term
24x7 Support Center w/ Priority On-Site (4 hour) 1 year
Dell Copilot Software Support Co-Term
24x7 Support Center w/ Priority On-Site (4 hour) 1 year
Installation and Configuration
Price
QTY
Extended
12
1
2
2
1
1
1
21 of 39
Server Enclosure:
Part Number
658960-S21
488100-B21
571956-B21
Servers:
Part Number
666159-B21
668066-B21
647899-B21
652611-B21
Description
Price
HP C3000 Chassis 1x6120XG 6PS 6 Fan 8 IC LIC S-Buy
HP BLc3000 Dual Onboard Administrator
HP Virtual Connect FlexFabric 10GB/24-Port
Module Switch
QTY
Description
HP BL460 Gen 8 8-Core Xeon E5-2650 2.0 32GIG
Ram
HP BL460c Gen8 E5 2650 Kit
HP 8GB 1Rx4 PC3-12800R-11 Kit
HP 300GB 6G SAS 15K 2.5in SC ENT HDD
QTY
Miscellaneous Parts:
Part Number
AJ716B
AF520A
Description
HP SFP + Transceiver Module
HP Intelligent Modular PDU
HP BLc Virtual Connect 1GB RJ-45 Small Form
453154-B21
Factor
336047-B21
HP USB Interface Adapter
AZ870A
HP TFT7600 G2 Monitor and Keyboard
AF617A
HP Server Console 0x2x16 Port Analog Switch
336047-B21
HP KVM CAT5 1-pack USB Interface Adapter
AF605A
HP Blade System c-Class KVM Interface Adapter
SURTD5000RMXLT3U ACP Smart-UPS RT 5000VA Rank Tower 208V
Software:
Part Number
IPI0WZF0-ZZZGS
IPIWZZ0-EI1GS
XEULWZF0-XXXGS
XEULWZZ0-EI1GS
3DENWZF0-EI1ES
Description
Symantec EVAULT STORAGE MGT EXCH 10
STD
Symantec EVAULT STORAGE 10 STD ESS
Symantec EVAULT File System Archiving 10 STD
Symantec EVAULT File System Archiving ESS
Symantec Backup Exec 2012 Agent for
Applications and DBs
Microsoft Exchange Server 2010 Enterprise Charity Pricing
Microsoft SQL Server ST per server license Charity Pricing
Microsoft Lync Server - Charity Pricing
Microsoft Lync Client CALS - Standard - Charity
Pricing
Price
Extended
1
1
1
Extended
8
12
12
10
Price
QTY
2
1
Extended
8
2
2
2
2
2
1
Price
QTY
Extended
300
300
150
150
1
5
2
2
300
22 of 39
Professional Services:
Description
Professional service hours to complete project
Post Implementation Support
Price
Description
Price
QTY
Extended
60 hours
Training:
QTY
Extended
23 of 39
Proposal:
Must be typed.
Description of services available under this Proposal.
Must bear the original signature of a principal or authorized officer of the interested party.
Must make provision to meet and comply with all applicable laws and regulatory criteria.
Interested parties are encouraged to submit along with their Proposal any additional descriptive
information about their services, which they believe, might be helpful.
All Proposals must be submitted with one original and five (5) copies and an electronic copy
(CD-ROM or Floppy), mailed or delivered in a sealed envelope to MHMRA of Harris County.
Additional documents to be submitted:
Vendor must submit a copy of their latest AUDITED financial statement. A letter from your CPA
is an acceptable alternative for Non Public companies, but must include a statement that financial
solvency is adequate to meet expenditures for at least one year.
Reference list must be comprehensive Reference List must be inclusive of contact name,
telephone number, fax number and e-mail address. (Local and or Non-local)
Vendor must include all listed hardware, installation costs, and warranty, maintenance/support
agreement.
Documentation of experience addressing professionalism, contract performance, quality of
personnel, responsiveness and flexibility, etc. to achieve overall customer satisfaction.
Proof of Insurance
Submit proof of Historically Underutilized Business HUB State Certificate and/or City of
Houston M/W/DBE Certificate. (Attachment B)
If your firm is not certified, provide a statement to the effect if you intend to subcontract or affiliate
with a certified firm and what percentage of work will be given to them.
Deviation Form (Attachment C)
Notice not to participate Form (Attachment D)
Policy & Procedure for criminal background checks of personnel or subcontractor that would gain
entrance to MHMRA properties.
If your pricing is a government/county pricing please provide copy of your agreement with specific
state, federal or local organization. (Ex: GSA, DIR, TXMAS, Harris County).
Completed Form W-9 (Attachment E)
**PLEASE INCLUDE ANY ADDITIONAL DESCRIPTIVE LITERATURE, WHICH MIGHT
BE OF ASSISTANCE IN THE DECISION-MAKING PROCESS.**
24 of 39
Authorized Signature
Vendor/Providers Name
Title
(
)
Telephone Number
(
)
Fax Number
_____________________________________
E-Mail Address
25 of 39
26 of 39
THIS AGREEMENT is made and entered into this __________, 2013 by and between the MENTAL
HEALTH AND MENTAL RETARDATION AUTHORITY OF HARRIS COUNTY, a community
center and an agency of the State of Texas, with offices at 7011 Southwest Freeway, Houston, Texas
77074, under the provisions of Chapter 534 of the Texas Health & Safety Code Ann. (Vernon 1992), as
amended, (the Agency) and ____________ (Contractor), with offices at Houston, Texas ______, for
the purpose of providing specialized services currently not available to the Agency through its present staff
of employees.
RECITALS
WHEREAS, Agency is the state designated mental health and mental retardation community center
established to provide, arrange for, and coordinate mental health and mental retardation services for the
residents of Harris County, Texas; and
WHEREAS, the Agency is committed to providing services that are customer friendly and consumer
focused;
WHEREAS, Contractor desires to contract with Agency to provide Microsoft Exchange 2010 Upgrade
software services;
WHEREAS, this Agreement sets forth the terms and conditions evidencing the agreement of the parties
hereto;
NOW THEREFORE, in consideration of the mutual covenants, rights, and obligations set forth herein, the
benefits to be delivered therefrom, and other good and valuable consideration, the receipt and sufficiency of
which are acknowledged, the parties agree as follows:
I.
PERSONNEL
The Agency staff member authorized to approve billing is Ronald Coots, Director of IT. The Agency
staff member responsible for overseeing this Agreement is Ronald Coots, Director of IT.
II.
INDEPENDENT CONTRACTOR RELATIONSHIP BETWEEN THE PARTIES
1. Independent Contractor. The relationship between the Agency and Contractor shall be that of an
independent contractor. It is agreed that Contractor and Contractors personnel will not be considered an
employee, agent, partner, joint venturer, ostensible or apparent agent, servant or borrowed servant of the
Agency.
Contractor understands and agrees that Agency:
a)
Will not withhold on behalf of Contractor any sums for income tax, unemployment insurance,
social security, or any other withholding;
b)
Will not give to Contractor any of the benefits given to employees of Agency.
2. Professional Judgment. Contractor and its personnel shall exercise its own professional judgment in
the performance of services to the persons served.
27 of 39
III.
OBLIGATIONS OF CONTRACTOR
1. Services. The Learning Management System services to be provided by Contractor to persons
referred by the Agency; the schedule of hours Contractor will deliver such services; and the locations
where such services shall be delivered by Contractor are set forth in Exhibit A and A1.
2. Qualifications. Contractor will comply with relevant Texas Health and Human Services Commission
(HHSC) rules and community standards, certifications, accreditation's, and licenses and any other
professional and educational qualifications.
3.
Agency Approval of Contractor Personnel. Contractor agrees not to contract any services until
approval of such subcontractor is obtained from the Agency. Any subcontractor or employees of
Contractor are the direct responsibility of Contractor.
4.
Representations.
(a)
Contractor represents and warrants that it is not currently an employee of the Agency.
(b)
Contractor agrees that it shall comply with all applicable federal and state laws, rules and
regulations including Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation
Act of 1973, the Americans with Disabilities Act of 1990 (ADA) and the Age Discrimination in
Employment Act of 1967.
5.
Receipts and Records. Contractor agrees to provide the Agency, upon request, with original
receipts for the purchase of all goods and services involving the use of Agency funds as well as all other
financial and supporting documents and statistical records. Contractor shall retain these and any other
records pertinent to the services for which a claim or cost report was submitted to the Agency, for a period
of six (6) years.
6.
Disclosure. Contractor declares that neither Contractor nor any of its subcontractors or employees
rendering services pursuant to this Agreement is held in abeyance or barred from the award of a federal or
state contract at the time of executing this Agreement; and Contractor will give immediate notification to
the Agency if such occurs anytime during the term of this Agreement.
7.
Immigration Reform and Control Act. Contractor agrees to maintain appropriate identification
and employment eligibility documents and complete a W-9 form to meet requirements of the Immigration
Reform and Control Act of 1986.
8.
Required Reporting Regarding Licensure. Contractor shall report to Agency any allegation
that a professional licensed or certified by the State of Texas and employed by the Contractor has
committed an action that constitutes grounds for the denial or revocation of the certification or license.
Contractor will further report to Agency if any professional has had his/her professional license revoked. If
Contractor's employee has such a denial or revocation, and Contractor fails to remove such employee, then
this Agreement may be terminated without prior notice.
9.
Contractor's Governing Body. Contractor agrees to provide Agency with a list of the members
of Contractor's governing body, if applicable.
10.
Access. Contractor agrees, pursuant to Texas Health and Safety Code, Section 534.060, that the
Agency and its representatives, including independent financial auditors, shall have unrestricted access to
all facilities, service providers, records, data, and other information under the control of the contracting
entity or its Contractors/subcontractors as necessary to enable the HHSC or the Agency to audit, monitor,
and review all financial or programmatic activities and services associated with this Agreement.
28 of 39
In compliance with Section 2262.003, Government Code, as amended by House Bill 905 of the 79 th
Regular Session of the Texas Legislature, effective on June 18, 2005, the Mental Health Mental
Retardation Authority of Harris County (MHMRA) and the Contractor do hereby agree that:
(a)
The State Auditors Office (SAO) may conduct an audit or investigation of any entity receiving
funds from the state directly under the contract or indirectly through a subcontract under the contract;
(b)
Acceptance of funds directly under the contract or indirectly through a subcontract under the
contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit
committee, to conduct an audit or investigation in connection with those funds; and
(c)
Under the direction of the legislative audit committee, an entity that is the subject of an audit or
investigation by the SAO must provide the state auditor with access to any information the state auditor
considers relevant to: (A) evaluating the entitys performance under the contract or subcontract; (B)
determining the states rights or remedies under the contract; (C) evaluating whether the entity has acted in
the best interest of the state.
IV.
OBLIGATIONS OF THE AGENCY
1.
Payment.
(a)
In consideration of the obligations undertaken by Contractor, the Agency agrees to pay Contractor,
in accordance with the fee schedule attached as Exhibit A.
(b)
The payment amount will be based on a monthly invoice, which shall reflect the services provided
by the Contractor, and is approved by the Agency employee(s) authorized to approve billing(s) as set forth
above. Invoices or claim forms for services rendered are to be submitted by the fifth (5) calendar day of the
month following that in which the services were rendered.
(c)
Invoices or claim forms for services must be received no later than 45 calendar days after
the end of the month in which services were rendered. Invoices or claim forms for services received
later than 45 days after the end of the month in which the services were rendered will not be paid.
Invoices shall be submitted in duplicate as follows:
(i)
Weekly invoices must include a MHMRA purchase order number, which
will be indicated on the final fully executed copy of the contract.
(ii)
Original sent to Agency staff member authorized to approve billing
(iii)
Duplicate to be marked Duplicate sent to Accounts Payable as follows:
Mental Health Mental Retardation Authority of Harris County
P.O. Box 25381
Houston, Texas 77265
Attn: Accounts Payable
Fax (713) 970-7681
(d) Payment shall be made 45 days after receipt of goods, services, or invoice, whichever is latest.
Payment may be delayed, adjusted or withheld, where a deficiency is noted in goods, services, or invoices
received. MHMRA retains the right to offset payments for prior invoices paid where a deficiency is noted
after payment has been processed.
2. Staff and Facilities. The Agency agrees to allow Contractor the use of its staff and facilities necessary
for carrying out the services provided by the Contractor.
3. Franchise Tax. If Contractor is a corporation and is or becomes delinquent in the payment of its
Texas franchise tax, then payments to the Contractor due under this Agreement may be withheld until such
delinquency is remedied.
29 of 39
V.
INSURANCE
A.
Contractor agrees to maintain, or to cause its personnel providing services under this Agreement to
maintain, at its sole cost and expense or the cost and expense of his personnel, the following insurance
policies, with the specified coverages and limits, to protect and insure the Agency and Contractor against
any claim for damages arising in connection with Contractors responsibilities or the responsibilities of
Contractor's personnel under this Agreement and all extensions and amendments thereto.
1-
2-
Professional Liability
General Aggregate
Each Occurrence
3-
Statutory Requirements
$500,000 Each Accident
$500,000 Each Employee
$500,000 Policy Limit
B.
$500,000
5-
$2,000,000
$1,000,000
4-
$1,000,000
$500,000
Insured Parties.
All policies excluding professional liability shall contain a provision naming the Agency (and its officers,
agents and employees) as Additional Insured parties on the original policy and all renewals or replacements
during the term of this Agreement.
C.
Subrogation.
All policies excluding professional liability must contain a Waiver of Subrogation endorsement to the
effect that the issuer waives any claim or right in the nature of subrogation to recover against the Agency,
its officers, agents or employees.
30 of 39
D.
Proof of Insurance.
The policies, coverages and endorsements required by this provision shall be shown on a Certificate of
Insurance on which the Agency must be listed as an Additional Insured party (except for professional
liability and the Certificate Holder and which should be furnished to the Agency prior to the
commencement of this Agreement. All such insurance shall be secured and maintained with an insurance
company, or companies, licensed to do business in the State of Texas. The Agency may withhold payments
under the terms of this Agreement until the Contractor furnishes the Agency copies of all Certificates of
Insurance from the insurance carrier, or carriers, showing that such insurance is in full force and effect.
E.
Cancellation.
New Certificates of Insurance shall be furnished to the Agency at the renewal date of all policies named on
these Certificates. Contractor shall give the Agency thirty (30) days prior written notice of any proposed
cancellation of any of the above described insurance policies.
VI.
INDEMNIFICATION
To the extent permitted under the laws of the State of Texas, Contractor hereby agrees to hold harmless the
Agency and all of its directors, officers, employees, and agents from all suits, actions, claims, or cost of any
character, type, or description brought or made on account of any injuries, death, or damage received or
sustained by any person or persons or property, including but not limited to clients, arising out of or
occasioned by any negligent acts of Contractor or Contractor's personnel, if any, or its agents or employees
whether occurring during the performance of the services hereunder or in the execution of the performance
of any of its duties under this Agreement.
VII.
TERM AND TERMINATION
1.
2.
Renewal Options. This Agreement may be renewed at the sole discretion of Agency for up to
(__) one-year renewal options at the rates and placement fees specified in Exhibit A.
3.
Immediate Termination. Agency may terminate this Agreement immediately if
(a)
Agency does not receive the funding to pay for designated services under this Agreement from the
Texas Legislature;
(b)
Agency has cause to believe that termination of the Agreement is in the best interests of the health
and safety of the mentally disabled persons served under this Agreement,
(c)
Contractor has become ineligible to receive Agency funds;
(d)
Contractor has its Texas license or certification suspended or revoked;
(e)
In the case of the Contractor providing direct services to clients, failure to disclose a criminal
conviction;
(f)
If the Contractor submits falsified documents or fraudulent billings, or if the Contractor makes
false statements.
4.
Termination Upon Default. Either party may terminate this Agreement after sixty (60) days
written notice if the other party is in default of any of the provisions herein and/or any of the provisions in
the bid forms or specifications, which are attached hereto and incorporated herein by reference as if set out
in full. Such termination shall be ineffective if within said sixty (60) day period Contractor cures such
default to the satisfaction of the Agency. The Agency at its sole discretion may extend the period to cure
31 of 39
the default for a reasonable time if the Agency determines that the Contractor has initiated action to cure
the default within the sixty (60) day period. The Agency reserves the right to suspend services provided by
the Contractor and payment for services not authorized during the sixty (60) day cure period, if at the
Agencys sole discretion it is determined that suspension is in the best interest of the Agency and/or its
consumers.
4.
Termination Without Cause. This Agreement may be terminated by either party, without cause,
after thirty (30) days written notice to the other party.
5.
Termination by Mutual Consent. This Agreement may be terminated by the mutual consent of
both parties after thirty (30) days written notice to the other party.
VIII.
MISCELLANEOUS
1.
Nondiscrimination. Each party to this Agreement agrees that no person, on the basis of race,
color, national origin, religion, sex, age, handicap, or political affiliation, will be excluded from
participation, be denied the benefits of, or be subject to discrimination in the provision of any services
hereunder. The parties hereto agree to comply with the Civil Rights Act of 1964, the Americans with
Disabilities Act of 1990 and the Civil Rights Act of 1991 as amended.
2.
Business Ethics. During the course of pursuing contracts, and the course of contract performance,
MHMRA will maintain business ethics standards aimed at avoiding real or apparent impropriety, abuse,
fraud, waste, or conflicts of interest. No substantial gifts, entertainment, payments, loans or other
considerations beyond that which would be collectively categorized as incidental shall be made to any
employees or officials of Contractor by MHMRA employees, directors, officers and agents. At any time
Contractor believes there may have been a violation of this obligation or any business ethics standard,
Contractor shall notify MHMRA of the possible violation.
3.
Certification of Non-Violation. Under Texas Government Code 2261.053, Contractor certifies
that Contractor has not been convicted of violating federal law in connection with contracts relating to
relief, recovery, or reconstruction as a result of Hurricane Rita, Hurricane Katrina, or any other disaster
occurring after September 24, 2005.
4.
Amendment. Unless otherwise specifically provided herein, this Agreement may be amended or
changed only by mutual written consent of an authorized representative of the Agency and Contractor.
5.
Entire Agreement. This Agreement constitutes the sole and only agreement of the parties hereto
and supersedes any prior understandings, written or oral agreement between the parties respecting the
subject matter herein.
6.
Electronic or Facsimile Signatures and Duplicate Originals. Pursuant to the requirements of
the Uniform Electronic Transactions Act in Chapter 322 of the Texas Business and Commerce Code and the
Federal Electronic Signatures in Global and National Commerce Act (beginning at 15 U.S .C. Section 7001),
the Parties have agreed that the transactions under this Agreement may be conducted by electronic means.
Pursuant to these statutes, this Agreement may not be denied legal effect or enforceability solely
because it is in electronic form or because it contains an electronic signature. This Agreement may be
executed in duplicate counterparts and with electronic or facsimile signatures with the same effect as if the
signatures were on the same document. Each multiple original of this document shall be deemed an
original, but all multiple copies together shall constitute one and the same instrument.
7.
Additional Requirements. If Contractor is required to comply with an additional requirement
pursuant to compliance with HHSC rule, state or federal law, or community standard, regulations,
resolutions, settlements, or plans, and compliance results in a material change in Contractor's rights or
obligations under the contract or places a significant financial burden on the Contractor, the Contractor
may, upon giving sixty (60) days notice of such intention, be entitled to renegotiate the Agreement.
32 of 39
8.
Governing Law and Venue. This Agreement shall be construed and enforced in accordance with
the laws of the State of Texas, and venue shall lie in Harris County, Texas.
9.
Notices. Any required notice shall be in writing and shall be sent, postage prepaid, by certified
mail, return receipt requested, to Agency or Contractor at the address below. The notice shall be effective
on the date of delivery indicated on the return receipt.
If to the Agency:
Steven B. Schnee, Ph.D.
Executive Director
MHMRA of Harris County
PO Box 25381
Houston, Texas 77265-5381
If to Contractor:
___________________
___________________
___________________
___________________
10.
Remedies. All rights, powers, and remedies granted either party by any particular term of this
Agreement are in addition to, and not in limitation of, any rights, powers, or remedies which it has under
any other term of this agreement, at common law, in equity, by statute, or otherwise, and all such rights,
powers, and remedies may be exercised separately or concurrently, in such order and as often as may be
deemed expedient by either party. No delay or omission by either party to exercise any right, power, or
remedy shall impair such right, power, or remedy or be construed to be a waiver of any breach or default or
an acquiescence therein. A waiver by either party of any breach or default thereunder shall not constitute a
waiver of any subsequent breach or default.
11.
Dispute Resolution. In the event a dispute arises between the parties involving the provisions or
interpretation of any term or condition of the Agreement, and if both parties desire to attempt to resolve the
dispute prior to termination or expiration of the Agreement, or withholding payments, then the parties may
refer the issue to a mutually agreeable dispute resolution process.
12.
Severability. The invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of any other term (s) or provision (s).
13.
Exhibits. All Exhibits referred to in this Agreement and attached hereto are incorporated herein
by this reference.
33 of 39
The Contractor warrants and assures MHMRA of Harris County that it possesses adequate legal authority
to enter into this Agreement. The Contractors governing body, where applicable, has authorized the
signatory official(s) to enter this Agreement and bind the Contractor to the terms of this Agreement and any
subsequent amendments hereto.
CONTRACTOR
_______________________________________
Signature
Printed/Typed Name: _______________________________________
Title: _______________________________________
Date: _______________________________________
___________________________________________
Steven B. Schnee, Ph.D.
Date
Executive Director
___________________________________________
Approved As To Form By
Date
MHMRA General Counsel
UNIT(S) TO BE CHARGED: 1130-540500
34 of 39
EXHIBIT A
CONTRACTOR:
CONTRACT ID#:
CONTRACT PERIOD:
SERVICE:
SERVICE DESCRIPTION:
RATE AND
RATE DESCRIPTION:
NOT TO EXCEED:
UNITS INVOLVED:
1130
PAYMENT DOCUMENTATION:
35 of 39
ATTACHMENT B
_____________________________________________________________________________
_____________________________________________________________________________
PLEASE SUBMIT A SEPARATE FORM FOR EACH SUBCONTRACTOR/VENDOR
36 of 39
ATTACHMENT C
DEVIATION FORM
All deviations to this Solicitation (Proposal and Sample Contract) must be noted on this sheet. In the
absence of any entry on this Deviation Form, the prospective contractor assures MHMRA of their full
agreement and compliance with the Specifications, Terms and Conditions including all provisions of the
Sample Contract.
Each response to this Solicitation shall contain a Deviation Form, which states the prospective contractors
commitment to the provisions of this Solicitation. An individual authorized to execute contracts must sign
the Deviation Form. Any exceptions taken to the terms and conditions identified in this Solicitation
Package must be expressly stated in the Deviation Form. (Attachment C)
THIS DEVIATION FORM MUST BE SIGNED BY EACH PROSPECTIVE CONTRACTOR
WHETHER THERE ARE DEVIATIONS LISTED OR NOT, AND SUBMITTED WITH THIS
SOLICITATION
SPEC #
Section #
Or Page #
Company Name
DEVIATION
Authorized Signature
Date
37 of 39
ATTACHMENT C
I/Our Company cannot provide the products, supplies and/or services listed in this
request. Please MOVE my/our name and address to the following category(ies) so
that we may Proposal at a later date:
Category (ies):
I/We have chosen NOT to submit a Proposal at this time, but would like to remain on
your list for this Proposal category. We did not submit a Proposal because:
Reason(s):
Please REMOVE my/our name from all MHMRA Harris County lists until further
notice.
Reason(s):
Phone (
E-mail:
Fax ( )
Vendor/Providers are to complete this form and submit with their Proposal
documents. Go to attached link for W-9, if Proposal was emailed.
http://www.irs.gov/pub/irs-pdf/fw9.pdf
39 of 39