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Collective 7000147187

ACKNOWLEDGEMENT OF RECEIPT

Email or Fax Back Immediately

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Request for Proposals (RFP) Collective No. 7000147187

Please provide the requested information below as acknowledgment that you have received our Request for Proposal (RFP) noted above and wish to participate in this RFP process. It is strongly recommended that interested respondents complete this acknowledgment and return via email or Fax to:

Chris Patchett

Procurement Analyst, Supply Chain

[email protected]

Fax#:_(210) 353 - 3056_____________________

Only companies returning this completed acknowledgment form will receive addenda to this Solicitation and be kept in our master bidders mailing list data base. Acknowledgment of any and all addenda issued corresponding to this RFP is required as part of the proposal submittal. Lack of addenda acknowledgment may disqualify your proposal.

Failure to respond through the use of this form may subject your firm from being deleted from our Master Vendor List and elimination from future opportunities.

Company Name:

Address:

Ph#:()Fax#:()

E-Mail:

Printed Name:Title:

Signature:Date:

Reason for not responding to this Collective:

Request for Proposal

for

Hardware and Software Support

Request For Proposal No. 7000147187

Issued: November 21, 2017

Proposal Submission Deadline: December 4, 2017 by 3:00 p.m. (Central Time)

CPSENERGY

P.O. BOX 1771

SAN ANTONIO, TEXAS 78296-1771

www.cpsenergy.com

Request for Proposal I-1

TABLE OF CONTENTS

I.purpose3

A.STATEMENT OF INTENT3

B.ABOUT CPSENERGY3

C.RFP SCHEDULE4

D.CONTACT INFORMATION, QUESTIONS AND ANSWERS4

E.RESTRICTIONS ON COMMUNICATIONS5

II.PROPOSAL FORMAT & SUBMITTAL5

A.PROPRIETARY DATA IN PROPOSAL5

B.PROPOSAL FORMAT5

C.PROPOSAL SUBMISSION REQUIREMENTS6

1.Table of Contents.6

2.Executive Summary or Cover Letter.6

3.For Service(s). Experience, Qualifications, and Project Team.6

4.For Goods / Software. Requirements, Warranty, Experience, and Quality Control.6

5.Company/Firm Overview.8

6.References.8

7.Fees/Compensation and/or Price Schedule.8

8.Financial Strength.8

9.Citations.9

10.Responsible Respondent Questionnaire.9

11.Conflict of Interest.9

12.Subcontractors, Subsidiaries & Multiple Parties.9

13.Safety.10

14.Exceptions to Contract & Existing Master Agreement.11

15.Business Questionnaire.11

16.Bonding Payment and Performance Bonds12

17.Other.12

D.PRICE QUOTATIONS12

E.FIRM PROPOSAL12

F.TAXES12

III.EVALUATION AND SELECTION CRITERIA12

A.COMPETITIVE SELECTION/EVALUATION FACTORS12

B.EVALUATION FACTORS13

C.LOCAL CONDITIONS AND SUFFICIENCY OF DOCUMENTS13

D.INTERPRETATION OF DOCUMENTS14

E.ACCEPTANCE AND REJECTION OF PROPOSALS14

F.OWNERSHIP OF DOCUMENTS14

G.CONTRACT NEGOTIATIONS14

H.BOARD OF TRUSTEES14

IV.Checklist of rfp submission15

purposeSTATEMENT OF INTENT

The City of San Antonio, acting by and through City Public Service Board (CPSEnergy), is soliciting proposals from companies qualified and experienced in providing the following (as indicated):

Hardware and Software Support, Maintenance, and related program updates and documentation (Software) as set forth on Exhibit A-1 and Exhibit A-2.

CPSEnergy issues this Request for Proposal (RFP) for the purpose of contracting for the selection(s) indicated above and further described herein on a per-assignment basis and/or according to the attached Master Agreement or Terms and Conditions, if applicable.

ABOUT CPSENERGY

CPSEnergy is the nations largest municipally owned energy utility providing both natural gas and electric service. Acquired by the City of San Antonio in 1942, CPSEnergy serves more than 765,000 electric customers and 335,000 natural gas customers in and around San Antonio (1,515 square mile service area). CPSEnergy is governed by a five-person Board of Trustees, consisting of the Mayor of the City of San Antonio and four citizens representing the four geographical quadrants of the City of San Antonio. Information about CPSEnergys history, operations and management is available on www.cpsenergy.com.

RFP SCHEDULE

CPSEnergy will make a concerted effort to maintain the schedule below, but reserves the right to revise the schedule based on CPSEnergys business needs.

Milestone

Date

RFP Issuance

November 21, 2017

Respondent Proposals Due

By 3:00 p.m. (Central time) on December 4, 2017

Proposed Contract Commencement

December 15, 2017

CPSEnergy will evaluate the proposals to determine which, in CPSEnergys sole judgment, represents the best value for the Goods, Software, and/or Services requested. CPSEnergy will evaluate all proposals based upon the lowest evaluated price of proposals meeting or exceeding the acceptability standards outlined within Exhibits A-1 and A-2. Based upon CPSEnergys initial evaluation of the proposals, CPSEnergy may make a final decision for award or may prepare a short list of apparent qualified Respondents. CPSEnergy may select one or more potential Respondents as candidates for a contract award.

CPSEnergy reserves the right to reject any and all Proposals and to waive minor formalities and irregularities.

CPSEnergy assumes no liability or responsibility for the costs incurred by the Respondents for any materials, efforts or expenses required in the preparation of Proposals or in connection with presentations or demonstrations.

CONTACT INFORMATION, QUESTIONS AND ANSWERS

Due to the commercial nature of this solicitation, CPSEnergy does not expect any questions from the Respondents. If questions are brought forth during the solicitation period, the Procurement Analyst identified below shall be the sole contact for any inquiries from prospective Respondents. Any inquiries from Respondents shall be submitted in writing by electronic mail.

Chris Patchett

Procurement Analyst, Supply Chain

[email protected]

RESTRICTIONS ON COMMUNICATIONS

Respondents are prohibited from communicating with CPSEnergy employees, representatives, staff, or Board Members regarding this RFP during the period in which submittals have been solicited or are being evaluated (other than the Procurement Analyst identified in Section I(D) in the designated manner), with the exception of pre-submittal meetings open to all Respondents or responses to questions posed during interviews scheduled after responses are received and opened. Restricted communication includes, but is not limited to, thank you letters, phone calls, emails, and any contact that results in the direct or indirect discussion of the RFP and/or submitted proposals. Violation of this provision by Respondents or their agents may lead to disqualification of Respondents Proposal.

PROPOSAL FORMAT & SUBMITTALPROPRIETARY DATA IN PROPOSAL

All materials submitted to CPSEnergy are subject to the Texas Public Information Act upon receipt. If a Respondent does not want proprietary information to be disclosed, each page containing proprietary information must be identified and marked Proprietary at the time of submittal. CPSEnergy will, to the extent allowed by law, endeavor to protect such information from disclosure. The final decision as to what information must be disclosed, however, shall be determined by the Attorney General of Texas. Failure to properly identify proprietary information may result in all unmarked pages being deemed non-proprietary at CPSEnergys discretion and therefore made available to the public upon request. CPSEnergy endeavors to not publicly disclose the contents of any Proposals during negotiations.

PROPOSAL FORMAT

Respondent must submit a text-searchable PDF (portable document format, non-zipped) of the Proposal together with supporting documentation and information requirements to the email address specified in Section I(D) on or before the RFP response deadline identified in Section I(C). The text-searchable PDF must contain documents reproduced directly from the native document (i.e. Word, Excel, MicroStation, AutoCAD). Scanned images and documents will be considered irregular and may be rejected.

Please do not submit any single email containing more than 40MB of data. If the Proposal and supporting documentation contains more than 40MB of data, please contact the Procurement Analyst identified herein. CPSEnergy cannot accept zipped files.

PROPOSAL SUBMISSION REQUIREMENTS

Each Respondent shall submit with its Proposal the following information, organized in the following manner, for CPSEnergys use in evaluating the Respondents Proposal and its ability to satisfactorily perform Services and/or provide Goods or Software. Proposals not meeting these minimum qualifications are subject to rejection.

Table of Contents.

A table of contents of all sections, figures, exhibits and tables of the Proposal, all of which must be bookmarked (or tabbed) on the PDF of the submitted Proposal.

Executive Summary or Cover Letter.

A brief executive summary of the major facts or features of the Proposal, including any conclusions, assumptions, and recommendations the Respondent desires to make.

The name of the person(s) authorized to make representations on behalf of the Respondent (including for each person their title, address, fax number, e-mail address and telephone numbers).

For Goods / Software. Requirements, Warranty, Experience, and Quality Control.

a. Specifications / Minimum Requirements. The Goods or Software shall be in accordance and meet with all requirements set forth in the attached Specifications and Minimum Qualifications provided in Exhibit A-1 and Exhibit A-2. Respondent shall include a description and information demonstrating their ability to meet the Specifications and Minimum Qualifications, or shall itemize and describe any proposed deviation.

b. Warranty. A detailed description of Respondents standard warranty and a statement of agreement with or an itemized list of any exceptions to the required warranties contained in the attached Master Agreement, Standard Terms and Conditions and/or SOW, attached as applicable to this RFP.

c. Software.

i. Respondent shall submit any licensing agreement for any Third Party Components applicable to the Software.

ii. A list of any citations, notices of violation, or legal proceedings that any Federal, State, local regulatory agency or department, corporation, or individual has issued to or against the Respondent, or any employee of the Respondent while that employee was working for the Respondent, during the past three (3) years (Citations) relating to Intellectual Property matters. For each Citation, state the nature of the Citation and the date of its resolution, together with the contact person for the Respondent who could address any questions about the matter. If there are no Citations, Respondent shall provide such a statement.

Company/Firm Overview.

a. The name and a brief description or history of the Respondent.

b. The location of the Respondent headquarters and branch locations that will have individuals assigned to CPSEnergy or will manufacture Goods.

c. If the Respondent has offices within the City of San Antonio or Bexar County, indicate the name, type (headquarters, branch, etc.), address, telephone number, number of employees, and the general nature of business undertaken at each office.

Fees/Compensation and/or Price Schedule.

a. For Services, all fee/compensation proposals for Respondents Services. Detail any minimum fee amounts, the methods of fee calculations, and billing procedures. All fee arrangements must clearly state the type and amount of expenses and costs CPSEnergy would incur relating to Respondents Services.

b. For Goods, Respondent shall submit a Price Schedule including the price for each Good requested. These prices will be used to evaluate proposals and establish a fixed price for the Goods ordered during the term of the Agreement.

Responsible Respondent Questionnaire.

Respondent shall complete and submit the Responsible Respondent Questionnaire attached as Exhibit B.

Conflict of Interest.

Respondent shall complete and submit the Conflict of Interest Attestation attached as Exhibit C.

Subcontractors, Subsidiaries & Multiple Parties.

a. Subcontractors. Subcontractors that may perform any of the Services or provide any Goods, in part or whole, must be approved by CPSEnergy prior to the execution of a contract. If Respondent intends to use subcontractors, complete the Subcontracting Documents available at www.cpsenergy.com (search Subcontracting Documents) or complete the imbedded form.

Additionally, Respondent shall submit resumes including detailed experience of each proposed subcontractor. All Services, Goods, or Software furnished by a subcontractor in lieu of the Respondent shall be so stated in the Respondents Proposal and shall be included in the Respondents Fees/Compensation or Price Schedule.

b. Subsidiaries. Any subsidiary of Respondent that may perform any of the Services or provide any of the Goods or Software, in whole or in part, must be approved by CPSEnergy prior to execution of a contract. For any subsidiary of Respondent who will provide Services or to whom the Respondent expects to delegate any of the Services, provide the name, address, and a list of management and key personnel, including resumes showing the experience of individuals actually performing the Services. All Services, Goods, or Software furnished by a subsidiary in lieu of the Respondent shall be so stated in the Respondents Proposal and shall be included in the Respondents Fees/Compensation and/or Price Schedule.

c. Multiple Parties. If the Respondents Proposal includes a joint venture, partnership, affiliated business arrangement, or consortium with other vendor applications or with subcontractors, provide the following information relating to each proposed participating member: company name, business address, telephone number, year company was established, ownership of company, and a description of participation in Respondents Proposal.

Exceptions to Contract & Existing Agreement.

The following selected terms and conditions apply to the Request for Proposal:

a. Existing Agreement/Terms and Conditions. If Respondent has a non-expired Agreement or Terms and Conditions with CPSEnergy with an effective date of February 1, 2016 or later, either: (1) provide a copy of the relevant Agreement or Terms and Conditions, or (2) reference the CPSEnergy Purchase Order related to the relevant Agreement or Terms and Conditions. CPSEnergy reserves the right to negotiate a new Agreement or Terms and Conditions other than that provided by or referenced by Respondent.

b. Exceptions. Unless an Agreement or Terms and Conditions are provided in accordance with Section 11(a) herein, any and all exceptions to the scope of services, requirements, specifications, or the terms and conditions of the propose contract(s) must be clearly acknowledged and inserted in tracked-changes (red-lined) format using Microsoft Office or compatible and must accompany the Proposal. If there are no exceptions, the words, NO EXCEPTIONS, must be stated either on the proposed contract or in the Proposal.

Business Questionnaire.

The Respondent shall submit a completed Business Questionnaire with the Proposal if (i) Respondent does not have an up-to-date Business Questionnaire on record with CPSEnergy, or (ii) Respondent is not listed within the CPSEnergys supplier database. Business Questionnaires shall only be considered valid for one (1) year from classification date and must be updated with a new Business Questionnaire beyond such one (1) year period.

If Respondent has performed services or provided goods or software for CPSEnergy in the one (1) year preceding the submittal due date and completed a Business Questionnaire at that time, Respondent shall access the Supplier Registration System to determine whether Respondents business classification is current or needs updating.

The Business Questionnaire assists CPSEnergy, who is a federal contractor for reporting its contracting activity to the federal government, in identifying a Respondents business, if applicable, as Local, Small, and/or 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 South-Central 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 business which meets one of the following classifications: Women, Minority, Veteran, Historically Underutilized Business (HUB) Zone, or Service-disabled Veteran.

Other.

Any other information or documentation Respondent would like for CPSEnergy to review and take into consideration when evaluating the Proposal.

PRICE QUOTATIONS

All prices shall be quoted in U.S. dollars.

FIRM PROPOSAL

Each Proposal shall be firm, not subject to price escalation, and binding for 120 days from the date the Proposals are due under this RFP.

TAXES

CPSEnergy, a municipally owned electric and gas utility, is a TAX-EXEMPT ORGANIZATION. CPSEnergy is exempt from certain sales and use taxes with respect to the purchase price of materials, supplies, equipment and consumables purchased under a separate contract. CPSEnergy will provide a Sales Tax-Exemption Certificate upon request.

EVALUATION AND SELECTION CRITERIACOMPETITIVE SELECTION/EVALUATION FACTORS

This procurement will comply with applicable CPSEnergy procurement policies and procedures. The evaluation factors outlined below shall be applied to all eligible, responsive Proposals. Once all Qualifying Proposals have been determined, CPSEnergy may or may not choose to award a contract under this solicitation.

CPSEnergy may conduct investigations, as deemed necessary, to assist in the evaluation of any Proposal and to establish the responsibility, qualifications, and financial ability of the Respondent, proposed subcontractors, and other persons and organizations who may perform Services or provide Goods and/or Software. The Respondent shall furnish, upon request and in a timely manner, all such data and information requested for this purpose.

CPSEnergy shall award a contract to the Respondent who, in CPSEnergys sole judgment, provides the lowest price technically acceptable to CPSEnergy, if any. The award of a contract does not in and of itself create a binding agreement between CPSEnergy and the successful Respondent. An agreement including all terms, conditions, exhibits, and attachments must be executed by both CPSEnergy and the successful Respondent in order to create a binding enforceable agreement between CPSEnergy and the successful Respondent. No Respondent may rely upon the award of a contract as a promise by CPSEnergy to enter an agreement, and no Respondent may rely upon any written or oral statement(s) or representation(s) as to the award of a contract or intention to enter an agreement made by any CPSEnergy personnel.

EVALUATION FACTORS

In evaluating Proposals CPSEnergy, in its sole discretion, will give the greatest weight and importance to the lowest price technically acceptable

Respondents offer or bid may potentially result in a ten (10) percent addition attributable to Economic Development to non-small business or non-local concerns. Respondents offers or bids will be added with a five (5) percent adder for not for being classified with CPSEnergy as a small disadvantaged, service-disabled veteran owned, HUBZone and/or women-owned businesses. Respondents offers or bids will also be added with an additional five (5) percent for not being classified with CPSEnergy as a local business in accordance to the zip codes defined within the San Antonio Metropolitan Area (SAMA).

LOCAL CONDITIONS AND SUFFICIENCY OF DOCUMENTS

By submitting a Proposal, Respondent understands and agrees that, by the Proposal due date, all local conditions and factors affecting Respondents Proposal will have been properly investigated and accounted for in the Proposal. No financial adjustments to Respondents Proposal shall be permitted after the Proposal due date based on the lack of prior information or its effect on the cost (fees, expenses or otherwise) relating to the Services, Goods, and/or Software.

CPSEnergy makes no warranty, expressed or implied, with respect to the accuracy or sufficiency of the proposed contract and relating documents or any interpretation of any facts disclosed by any preliminary investigations that may have been made by CPSEnergy.

INTERPRETATION OF DOCUMENTS

If any prospective Respondent has questions related to the proposed contract(s), Respondent may submit questions to CPSEnergy via email by the deadline for questions specified in Section I(C). Any interpretation of the proposed contract(s) will be made by addendum, and a copy of such addendum will be mailed or delivered to each person receiving the RFP. CPSEnergy will not be responsible for nor may Respondent rely on any other explanations or interpretations of the proposed documents.

ACCEPTANCE AND REJECTION OF PROPOSALS

CPSEnergy may or may not award a contract to a Respondent after analysis and evaluation of the Proposals. CPSEnergy reserves the right to reject any and all Proposals, to waive minor formalities and irregularities, and to evaluate the Proposals to determine which, in CPSEnergys sole judgment, represents the lowest price technically acceptable for the Services, Goods, and/or Software requested.

OWNERSHIP OF DOCUMENTS

Title to all contract(s) and relating documents remains with CPSEnergy. All prospective Respondents and the successful Respondent awarded a contract(s) agree that the Proposals will not be used in any manner other than for the preparation of Proposals and for the Services Goods, or Software covered by the applicable executed contract(s). Documents provided to other firms for Proposals on subcontracts will be subject to the same provisions.

CONTRACT NEGOTIATIONS

Subsequent to CPSEnergy granting an award, it is contemplated that there will be a period of negotiations to finalize the contract(s) between the parties.

BOARD OF TRUSTEES

While preliminary selection, due diligence and even detailed negotiations and other processes could transpire to ensure critical progress is made, any action taken to award a contract by CPSEnergy may be subject to approval by the CPSEnergy Board of Trustees and may not be final until such approval process has been completed. No payment can be made for action taken or Services started prior to the execution of a contract by both parties.

Checklist of rfp submission

Respondent may use the following checklist to ensure its Proposal is complete, however, the checklist is provided for convenience only and Respondent shall not rely on it for completeness of its Proposal. Respondent is responsible for reviewing the entire RFP and ensuring Respondents Proposal meets all requirements set forth therein.

For Goods / Software:

For Services:

|_| Text-searchable PDF

|_| Table of Contents

|_| Executive Summary or Cover Letter

|_| Requirements, Warranty, Experience, and Quality Control (if applicable)

|_| Company/Firm Overview

|_| References

|_| Price Schedule

|_| Financial Strength (if applicable)

|_| Citations

|_| Conflict of Interest

|_| Subcontractors, Subsidiaries & Multiple Parties

|_| Safety (if applicable)

|_| Exceptions to Contract/Existing Master Agreement

|_| Business Questionnaire

|_| Additional Submission Requirements identified on Exhibit A, if any.

|_| Text-searchable PDF

|_| Table of Contents

|_| Executive Summary or Cover Letter

|_| Experience, Qualifications, and Project Team

|_| Company/Firm Overview

|_| References

|_| Fees/Compensation

|_| Financial Strength (if applicable)

|_| Citations

|_| Conflict of Interest

|_| Subcontractors, Subsidiaries & Multiple Parties

|_| Safety (if applicable)

|_| Exceptions to Contract/Existing Master Agreement

|_| Business Questionnaire

Exhibit A

Specifications and Minimum Requirements

and

Additional Proposal Submission Requirements

1. Specifications or Minimum Requirements. The Goods or Software to be provided shall be in accordance with and meet all requirements of the Attached Specifications or Minimum Requirements (attached as applicable). CPSEnergy reserves the right to revise the Specifications or Minimum Requirements during the term of the Agreement. Changes to the cost of specific designs as a result of revisions shall be submitted to CPSEnergy for review.

Attached: |X| Specifications |X| Minimum Requirements

2. Additional Proposal Submission Requirements. The Following Additional Proposal Submission Requirements Specific to this RFP, if any, shall be included by Respondent with those items set forth in Section II(C) of the RFP:

Respondent shall acknowledge and agree that specific hardware and software will be decommissioned at intervals determined solely in the discretion of CPS Energy, and depending on application transfers. Prior to the first of each month, CPSEnergy will provide Company with a decommissioning list of software that no longer requires support. Company must provide updated pricing within five (5) business days of receipt of the decommissioning list. Due to the unique nature of the decommissioning schedule, Respondents must also provide CPSEnergy with their pricing for minimum monthly support.

Exhibit B

Responsible Respondent Questionnaire

RESPONDENTS NAME: ____________________________________

NAME OF ENTITY ON WHOSE BEHALF FORM IS PROVIDED: __________________

1. Questions

The Respondent and each entity holding an equity stake in such Respondent shall respond either yes or no to each of the following questions. If the response is yes to any question(s), a detailed explanation of the circumstances shall be provided. Failure to either respond to the questions or provide adequate explanations may preclude consideration of the Proposal and require its rejection. The term affiliate shall mean any entity which owns a substantial interest in or is owned in common with the entity signing the form, or any entity in which the entity signing the form owns a substantial interest.

Within the past five years, has the identified entity, any affiliate, or any officer, director, responsible managing officer or responsible managing employee of such entity or affiliate who has a proprietary interest in such entity:

a) Been disqualified, debarred, removed or otherwise prevented from bidding or proposing on or completing a federal, state or local contract anywhere in the United States or any other country?

Yes No

b) Been convicted by a court of competent jurisdiction of any criminal charge of fraud, bribery, collusion, conspiracy or any act in violation of state, federal or foreign antitrust law in connection with the bidding or proposing upon, award of or performance of any contract with any public entity?

Yes No

c) Had filed against it, him or her, any criminal complaint, indictment or information alleging fraud, bribery, collusion, conspiracy or any action in violation of state or federal antitrust law in connection with the bidding or proposing upon, award of or performance of any contract with any public entity?

Yes No

d) Had filed against it, him or her, any civil complaint (including but not limited to a cross-complaint) or other claim arising out of a public works contract, alleging fraud, bribery, collusion, conspiracy or any act in violation of state or federal antitrust law in connection with the bidding or proposing upon, award of or performance of any contract with any public entity?

Yes No

e) Been found, adjudicated or determined by any federal or state court or agency (including, but not limited to, the Equal Employment Opportunity Commission, the Office of Federal Contract Compliance Programs and any applicable Texas governmental agency) to have violated any laws or Executive Orders relating to employment discrimination or affirmative action, including but not limited to Title VII of the Civil Rights Act of 1964, as amended (42U.S.C. Sections2000e et seq.); the Equal Pay Act (29 U.S.C. Section 206(d)); and any applicable or similar Texas law.

Yes No

f) Been found, adjudicated, or determined by any state court, state administrative agency, including, but not limited to, the Texas Department of Labor (or its equivalent), federal court or federal agency, to have violated or failed to comply with any law or regulation of the United States or any state governing prevailing wages (including but not limited to payment for health and welfare, pension, vacation, travel time, subsistence, apprenticeship or other training, or other fringe benefits) or overtime compensation?

Yes No

g) Been convicted of violating a state or federal law respecting the employment of undocumented aliens?

Yes No

h) Been assessed liquidated or other damages for failure to complete any contract on time?

Yes No

i) Been terminated for default under any contract with a public agency?

Yes No

j) Been the recipient of any claim in excess of $500,000 relating to award of or performance of any contract with any public entity?

Yes No

Explain the circumstances underlying any yes answers for the aforementioned questions on separate sheets attached hereto.

2. Verification / Declaration

I declare under penalty of perjury under the laws of the State of Texas that the foregoing declaration is true, correct and accurate and that I am the Respondents Official Representative.

Executed _________________, 20__.

By:

Print Name:

Title:

Exhibit C

Conflict of Interest Attestation

In order to fulfill reporting requirements to the CPSEnergy Board of Trustees, Company must check one box for each of the following questions:

1. Is a current or former member of the CPSEnergy Board of Trustees employed by, or otherwise on the payroll, of Company?

Yes No

2. Is a current or former member of the CPSEnergy Citizens Advisory Committee employed by, or otherwise on the payroll, of Company?

Yes No

3. Is a former CPSEnergy employee who was at the executive level or higher immediately prior to their departure from CPSEnergy employed by, or otherwise on the payroll, of Company?

Yes No

In accordance with CPSEnergy procurement policies and procedures, CPSEnergy shall enter into agreements based on best value, which is the consideration of pricing together with several other factors, including, but not limited to, financial stability and economic development.

No Current or Prior Conflict of Interest. Company represents that it has/had no current or prior material business, professional, personal, or other interest, including, but not limited to, the representation of other clients, that would be inconsistent or incompatible with Companys obligations to CPSEnergy under any resulting agreement.

Notice of Conflict. If any actual or potential conflict of interest arises under this Agreement, Company shall immediately inform CPSEnergy in writing of such conflict.

Termination for Material Conflict. Notwithstanding the representations made above, if CPSEnergy becomes aware of any conflict of interest, through Company's disclosure or otherwise, CPSEnergy may terminate any resulting agreement without further liability to Company.

Verification / Declaration. I declare under penalty of perjury under the laws of the State of Texas that the foregoing declaration is true, correct and accurate and that I am the Respondents Official Representative.

Executed _________________, 20__.

By:

Print Name:

Title:

Company:

Request for Proposal3

Subcontracting

Form.pdf

Page 1 Rev: 11/2015

Company Name: ___________________________

Purchase Order (PO) Number: ________________

CPS ENERGY

SUBCONTRACTING DOCUMENTS

It is the policy of CPS Energy to ensure that small, veteran, service-disabled veteran,

HUBZone, minority and woman owned businesses have the maximum practicable

opportunity to participate as contractors and suppliers. It is CPS Energys policy to assist

these businesses to overcome barriers that may have, in the past, kept them from full and

equal participation in the mainstream of the American Business Enterprise System.

In response to its belief of equality of opportunity, CPS Energy has extended the concept

of equal opportunity and affirmative action to include efforts toward increasing the

amount of business conducted with small, veteran, service-disabled veteran, HUBZone,

minority and woman owned businesses.

A policy and formal program have been created for this purpose, and all CPS Energy

employees involved with the program are responsible and accountable for the attainment

of these goals and objectives.

IMPORTANT PLEASE READ

Contractors classified by CPS Energy as a large business are required to furnish the

subcontracting goals when their awarded contract is expected to meet or exceed $700,000

or $1,500,000 for construction of a public facility at the time the bid or proposal award.

Failure to provide these documents may result in the award being cancelled.

Subcontracting opportunities exist when any part of the services to be performed or

goods to be provided entail the use of any other business other than the business

contracted to perform the work directly with CPS Energy.

Contractors are asked to contact Supplier Diversity Office at (210) 353-2474 or via email

at [email protected] for assistance when needed in determining

when subcontracting opportunities may or may not exist and completing any of the

attached documents.

mailto:[email protected]

Page 2 Rev: 11/2015

Company Name: ___________________________


THIS DOCUMENT MUST BE COMPLETED

AND RETURNED AT THE TIME OF AWARD

Please select one of the following options and complete the applicable requirements:

1. Contractor is submitting a plan

2. Contractor is a small business, so no plan is required. To qualify as a small business, a contractor must be classified as a small business by CPS Energy. If a contractor is a small

business, select one of the two following statements.

A contractor has previously been classified as a small business by CPS

Energy.

A contractor is enclosing a completed CPS Energy questionnaire

certifying that it is a small business.

3. This contract is for construction of a public facility and is estimated below $1,500,000, so no plan is required.

4. This contract does not offer subcontracting possibilities, so no plan is required.

A contractor must state below the specific reasons why the contract does not offer subcontracting

possibilities and that all work will be performed by awarded contractor.

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

Contractors submitting a Subcontracting Plan must also prepare and submit either Summary

Subcontract Report Standard Form 294 or 295 semi-annually or annually respectively to CPS Energy

and the General Services Administration, upon request (see Section F.) at the commencement of the

contract. Copies of these forms will be provided at the time they are due.

Standard Form 295 is required to be submitted if the contractor sells or otherwise provides

"commercial products" to CPS Energy. Standard Form 294 is required to be submitted by all other

contractors.

Page 3 Rev: 11/2015

Company Name: ___________________________


Commercial products" are products or services sold

1.) In substantial quantities

2.) To the general public and/or industry

3.) At established catalog prices or at established market prices

1. Sold in substantial quantities. Products are considered to be "sold in substantial quantities" only when the quantities regularly sold are sufficient to constitute a real

commercial market. Thus, models, samples, prototypes, experimental units, and products

specially made only for CPS Energy (i.e., to CPS Energy specifications) do not meet this

requirement. For services to be considered "sold in substantial quantities," they must be

customarily provided by the contractor, using personnel regularly employed and equipment

(if any is necessary) regularly maintained solely or principally to provide the services.

2. To the general public or industry. A product or service is considered to be sold to the general public or industry if there are a significant number of buyers of the product or

service other than CPS Energy.

3. Established catalog and market prices. Established catalog prices are prices that are recorded in a form regularly maintained by the contractor. This form (a) must be a verifiable

and established record, such as a catalog, price list, schedule, or rate tariff; (b) must be

published or available for customer inspection; and (c) must state current or last sales prices

to the general public.

Established market prices are current prices that (a) are established in the course of ordinary

and usual trade between buyers and sellers free to bargain; and (b) can be substantiated by

data from sources independent from the contractor.

Any questions regarding this aforementioned information, please contact Supplier Diversity Office

at (210) 353-2474.

Submitted by:

___________________________________________________________________________________

Printed Name Title

___________________________________________________________________________________

Email address Phone Number

___________________________________________________________________________________

Signature Date

Page 4 Rev: 11/2015

Company Name: ___________________________


THE FOLLOWING DOCUMENTS DO NOT NEED TO BE COMPLETED IF THE

CONTRACTOR HAS DETERMINED NO SUBCONTRACTING OPPORTUNITIES EXIST OR

IF THE COMPANY IS A SMALL BUSINESS.

SUBCONTRACTING PLAN

The following Subcontracting Plan is hereby submitted to CPS Energy, Gas and Electric Utility of

San Antonio, Texas, by (Contractor) in conjunction with CPS

Energy's Purchase Order (PO) No. .

1. Policy Statement

The Contractor will provide a competitive opportunity for suppliers who are small, veteran,

service-disabled veteran, HUBZone, non-minority, minority and woman owned businesses, to

qualify for and earn a share of the business current or long-term purchase volume,

commensurate with the merits of their offerings and their proven qualifications or

demonstrated performance as suppliers.

The Contractor has and will continue to utilize small, veteran, service-disabled veteran,

HUBZone, non-minority, minority and woman owned businesses to the greatest extent

practicable consistent with efficient performance of all contracts or subcontracts.

2. Measures to Promote Equal Opportunities

In order to ensure that small, veteran, service-disabled veteran, HUBZone, non-minority,

minority and woman owned businesses owned and controlled by socially and economically

disadvantaged individuals will have an equitable opportunity to compete for subcontracts, the

Contractor will:

2.1 Maintain a program designed to locate capable small, veteran, service-disabled veteran, HUBZone, non-minority, minority and woman owned businesses for current and future

subcontracting opportunities.

2.2 Review company policies and procedures to assure and encourage equitable opportunity to small, veteran, service-disabled veteran, HUBZone, non-minority, minority and

woman owned businesses in letting subcontracts.

2.3 Coordinate inquiries and requests for advice from small, veteran, service-disabled

veteran, HUBZone, non-minority, minority and woman owned businesses.

2.3 Assure that participation of both large and small, veteran, service-disabled veteran, HUBZone, non-minority, minority and woman owned businesses are accurately reported.

2.5 Review acquisition programs for possible breakout of items suitable for acquisition from

both large and small, veteran-owned businesses, service-disabled veteran-owned businesses,

HUBZone businesses, non-minority, minority and woman owned businesses.

Page 5 Rev: 11/2015

Company Name: ___________________________


3. Small, Service-Disabled Veteran, Veteran, HUBZone, Non-Minority, Minority and Woman Owned Businesses

View the Supplier Classification List on www.cpsenergy.com to review CPS Energy registered

suppliers to identify small, veteran, service-disabled veteran, HUBZone, minority and woman

owned businesses.

For an approved listing of CPS Energy Suppliers by products or capabilities email your request

to [email protected]

Which of the following sources listed were used to identify small, veteran-owned small

businesses, service-disabled veteran-owned small businesses, HUBZone small businesses,

minority and woman owned businesses, only those marked were used in this contract:

Company resource lists

Referrals by other small business firms

CPS Energy, Supplier Listings

CPS Energy, Supplier Classification List

Other _____________________________________________________

The administrator of this Subcontracting Plan who is responsible for compiling data for the Plan and for

the regular reviewing, updating and implementation of this Subcontracting Plan throughout the duration

of this contract is:

Name of Administrator:

Address of Administrator: _________________________________________________________

City/ST/Zip: ____________________________________________________________________

Phone No. of Administrator:________________________________________________________

Email Address of Administrator:

http://www.cpsenergy.com/files/Supplier%20Classification%20Report.xlsx

http://www.cpsenergy.com/

mailto:[email protected]

Page 6 Rev: 11/2015

Company Name: ___________________________


4. Estimated subcontracting goals for this contract

Total estimated subcontracting for this

Contract (only that portion of the overall contract that offers subcontracting opportunities)

$_____________ 100%

Estimated subcontracting Large Businesses: Amount Percentage

Large Non-Minority Owned $_____________ _____

Large Minority Owned $_____________ _____

Large Woman Owned $_____________ _____

Large Service-Disabled Veteran Owned $_____________ _____

Large Veteran Owned $_____________ _____

HUBZone Large Business $_____________ _____

Estimated subcontracting Small Businesses:

Small Non-Minority Owned $_____________ _____

Small Minority Owned $_____________ _____

Small Woman Owned $_____________ _____

Small Service-Disabled Veteran Owned $_____________ _____

Small Veteran Owned $_____________ _____

HUBZone Small Business $_____________ _____

5. Principal Subcontractors -

View the Supplier Classification List on www.cpsenergy.com to review CPS Energy

registered suppliers to identify small, veteran-owned small businesses, service-disabled

veteran-owned small businesses, HUBZone small businesses, minority and woman owned

businesses.

1. Name of Subcontractor:

Address of Subcontractor:

City/ST/Zip:

Phone No. of Subcontractor:

Email Address of Subcontractor:

Type of material/service to be provided:

__________________________________________________________________________

Dollars estimated to be subcontracted: __________________________________________

http://www.cpsenergy.com/files/Supplier%20Classification%20Report.xlsx

http://www.cpsenergy.com/

Page 7 Rev: 11/2015

Company Name: ___________________________


Check one of the following for each question:

Size: _____ Small Business or _____ Large Business

Non-Minority Owned _____ Yes or _____ No

Minority Owned _____ Yes or _____ No

Woman Owned _____ Yes or _____ No

Veteran Owned _____ Yes or _____ No

Service-Disabled Veteran Owned _____ Yes or _____ No

HUBZone Business _____ Yes or _____ No



City/ST/Zip:




___________________________________________________________________________

Dollars estimated to be subcontracted: ______________









Page 8 Rev: 11/2015

Company Name: ___________________________


3. Name of Subcontractor: ____________________________________________________

Address of Subcontractor: ____________________________________________________

City/ST/Zip: _______________________________________________________________

Phone No. of Subcontractor: __________________________________________________

Email Address of Subcontractor: _______________________________________________













City/ST/Zip:













Page 9 Rev: 11/2015

Company Name: ___________________________


(Please use additional sheets if necessary)

5. Records to be Maintained

The Contractor, in regard to this Subcontracting Plan, will maintain the following records:

1. Small, veteran, service-disabled veteran, HUBZone, non-minority, minority and woman

owned businesses source lists, guides and other data identifying small, veteran, service-

disabled veteran, HUBZone, non-minority, minority and woman owned businesses

contractors and suppliers.

2. Organizations contacted for small, veteran-owned businesses, service-disabled veteran-

owned businesses, HUBZone businesses, non-minority, minority and woman owned

businesses sources.

3. On a contract-by-contract basis, records to support award data submitted to CPS Energy, to

include name and address of subcontractor(s) and General Service Administration upon

request.

Submitted by: _________________________________________________________

Signature

_________________________________________________________ Printed Name Title

Date: _________________________

Accepted by: _________________________________________________________

Signature

Rebecca A. Bailey Director of Supply Chain

_________________________________________________________

Printed Name Title

Date: _________________________

Master

Agreement.docx

MASTER AGREEMENT

TABLE OF CONTENTS

1.Contracted Deliverables and/or Services32.Acceptance/Rejection43.Delivery & Cancellation (for Goods and/or Software only)54.Fees & Payment Terms65.Intellectual Property76.Confidentiality87.Security98.Term & Termination109.Warranties for Goods, Software, and/or Services (as applicable)1110.Limitation of Liability1311.Indemnification1312.Insurance1313.Payment and Performance Bonds (if applicable)1414.Right to Audit1515.Utilization of Small Business Concerns (if applicable)1516.Miscellaneous Clauses1517.Addenda19

MASTER AGREEMENT

This MASTER AGREEMENT for Goods and/or Services (the Master Agreement) is entered into as of this day of , 20 (the Effective Date) by and between:

CPSEnergy:

The City of San Antonio, Texas, acting by and through City Public Service Board

145 Navarro Street

San Antonio, TX 78205

and

Company:

Company Name:

Attn:

Address:

Legal Notice to:

CPSEnergy

Attn: General Counsel

P.O. Box 1771

San Antonio, Texas 78296

[email protected]

Phone:

Fax:

Email:

Legal Notice to:

With a Copy to:

CPSEnergy

Attn: Supply Chain

P.O. Box 1771

San Antonio, Texas 78296

With a Copy to:

Company and CPSEnergy are sometimes individually referred to herein as a party and collectively as the parties.

WHEREAS, CPSEnergy desires to retain Company to provide Goods, Software, and/or perform Services, as defined herein, as independent contractors, on a per-assignment basis; and

WHEREAS, this Master Agreement defines the terms and conditions of the business relationship between the parties.

NOW THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, the parties mutually agree to the following:

Master Agreement21

1. Contracted Deliverables and/or Services

a. Goods, Software, and/or related Services (collectively referred to as Deliverables). If Company is now or later engaged by CPSEnergy to provide Deliverables, this Master Agreement shall apply, as applicable, to the delivery of equipment, supplies, parts, materials, and/or other tangible items (Goods); software programs and related program updates and documentation (Software); and any related support, consulting, training, installation, maintenance, and/or other Services incidental to CPSEnergys use of the Goods, Software or otherwise as further described in orders that may be proposed and approved by the parties (Orders). Any such Order must be in writing and becomes effective (i)when the Order is signed by both parties or (ii)if the Order is a Purchase Order, when issued by CPSEnergy and not rejected in writing by Company within three (3) business days. For purposes of this Master Agreement, the term Orders shall include Purchase Orders for Goods, Software and/or related services.

b. Services. If Company is now or later engaged by CPSEnergy to provide Services, this Master Agreement shall apply, as applicable, to the delivery of Services, support, and functions which shall be further described in a Purchase Order, or a Statement of Work (SOW). The scope and description of services and functions described in any SOW or Purchase Order are referred to herein as the Services. Any such SOW must be in writing and becomes effective whenthe SOW is signed by both parties. Any Purchase Order for Services becomes effective when issued by CPSEnergy and not rejected in writing by Company within three (3) business days. For purposes of this Master Agreement, the term SOW shall include Purchase Orders for Services.

c. Controlling Document. This Master Agreement shall govern each Order and/or SOW between CPSEnergy and Company and the terms of this Master Agreement shall control unless the Order or SOW clearly indicate otherwise. Notwithstanding the immediately preceding sentence, in the event that an Order or SOW expressly provides that certain provisions therein shall control over specified provisions of this Master Agreement (Special Terms) and such Special Terms are agreed to in writing by duly authorized representatives from both parties, then, to the extent that such Special Terms conflict or are inconsistent with the specified provisions of this Master Agreement, any such Special Terms shall control, but only for the purposes of the particular Order or SOW in which such Special Terms are provided. The pre-printed terms of each partys business forms shall have no effect whatsoever. If the installation process for Software presents a clickwrap or similar agreement, CPSEnergys click or other action taken to advance the installation shall be deemed an acceptance only of those terms that conform to the Agreement; other terms shall be of no force or effect whatsoever.

d. Change Authorization Orders. In the event that the parties desire to change the terms of an existing Order, or in the event that the scope of the Services is expanded, revised, or modified for any SOW, the parties shall prepare and sign a Change Authorization Order (CAO), which shall be incorporated into this Master Agreement. No changes to an Order or SOW shall become effective until both parties have signed the CAO. Notwithstanding the immediately preceding sentence, any modification or revision to an Order resulting in cancellation or to a SOW resulting in termination of Services shall be governed by the applicable Cancellation or Termination provision herein.

e. General. Absent a properly executed and/or open Order or SOW, this Master Agreement does not, in and of itself, represent a commitment by CPSEnergy to receive any Deliverables or Services from Company or to pay Company any fees. The Order or SOW together with the related Master Agreement, CAO, applicable license agreements, and any addenda, exhibits, appendices and other documents attached to or incorporated by reference to the Order, SOW, Master Agreement, or CAO shall be collectively referred to as the Agreement.

f. Informal. Company may, from time to time, provide goods, software, or work or may perform services that are not covered in an Order or SOW. Unless CPSEnergy and Company agree otherwise in writing, then any such goods, work, software, or services shall be subject to the terms and conditions of this Master Agreement and shall be Deliverables, Work, and Services, as those terms are defined in this Master Agreement.

2. Acceptance/Rejection

a. Acceptance Criteria. Documentation means Companys written documentation provided in connection with Deliverables and/or Services, which describe the functions and features of the Deliverables and/or Services, including, but not limited to, user guides and manuals, information describing technical functionality and specifications, and related information that Company provides to its customers generally in connection with the Deliverables and/or Services that are the subject matter of this Master Agreement and related Order or SOW, whether in print, web based, or other electronic form, all of which may be updated from time to time. Documentation does not include marketing and promotional materials to the extent that such materials state subjective evaluations of Deliverables or Services. Additionally, the applicable Order, SOW, addenda or exhibit shall set forth the agreed specifications and/or requirements relating to any Deliverables or Services, which, together with the Documentation, shall constitute the Acceptance Criteria.

b. Preliminary Evaluation Period. CPSEnergy shall have up to thirty (30) business days following delivery of Deliverables or completion of Services to perform a preliminary evaluation regarding the Goods, Software, or Services conformance to the Acceptance Criteria. If the Deliverables and/or Services fail to materially conform to the Acceptance Criteria (Non-Conformance), CPSEnergy may reject the nonconforming Deliverables and/or Services by a written notice. Acceptance by CPSEnergy under this provision does not waive or alter the Warranty provisions and/or timelines provided herein.

c. Rejection of Goods and/or Software. CPSEnergy may return any nonconforming Goods or Software at Companys expense. If CPSEnergy rejects a shipment as nonconforming or damaged, it shall promptly notify Company and reasonably cooperate with Companys process and/or investigations with respect to the return of the Goods or Software, insurance claims, and related matters.

d. Rejection of Services / Cure Period. Company shall have ten (10) days from CPSEnergys notice of rejection of nonconforming Services to cure the items of Non-Conformance and/or re-perform the Services. CPSEnergy shall then have an additional ten (10) day period to evaluate the Services, and may again reject the Services for Non-Conformance by providing written notice before the end of the ten (10) day period.

e. Fees for Rejected Deliverables and/or Services. In the event that CPSEnergy rejects the Deliverables or Services in accordance with this subsection, no Fees, as defined in Section 4 herein, shall be due for that portion of the Deliverables or Services so rejected.

3. Delivery & Cancellation (for Goods and/or Software only)

a. Shipping and Delivery. Company shall ship Goods or Software by such means as reasonably requested by CPSEnergy (e.g., using CPSEnergys preferred freight contracts where possible). Company shall be responsible for payment of duty and other charges in connection with the import and/or delivery of Goods or Software and for all import and export requirements and fees, including, but not limited to, performance of any administrative matters connected with the passing of the Goods or Software through customs. In each shipment, Company shall include a packing list for the enclosed Goods or Software that references, at a minimum, the related Order and the type and quantity of Goods or Software shipped.

b. Inspection. Upon receipt of a shipment, CPSEnergy shall have ten (10) business days to verify that the Goods or Software conform to the type of product and quantity stated in the packing list and Order, and that the products were not damaged in transit. Acceptance by CPSEnergy under this provision does not waive or alter the Warranty provisions and/or timelines provided herein.

c. Title. Title to the Goods and/or Software shall remain with Company until delivered to CPSEnergy at the destination specified on the face of the Order. If CPSEnergy rightfully rejects the Goods or Software, Company shall bear all risk of loss or damage until such acceptable Goods and/or Software are re-delivered to CPSEnergy.

d. Delivery to Storeroom. A notice of forty-eight (48) hours is required prior to any delivery when the delivery is away from the storeroom address or for shipments requiring special unloading equipment and/or crews. Delivery hours by storeroom are available at www.cpsenergy.com.

e. Late Delivery. Without limiting Companys liability for late delivery, if Company becomes aware that it will not be able to meet the scheduled delivery date, then: (i) it shall promptly notify CPSEnergy of the delay and its proposed solution and recovery plans, and (ii) shall expedite delivery of any such Goods and/or Software, at its expense. Acceptance by CPSEnergy of early or late delivery shall not waive the right to claim damage for such breach nor constitute a waiver of the requirements for timely performance of any obligation to be performed by Company.

f. Postponing Shipment. CPSEnergy may postpone the shipment date one time by written notice given at least one (1) business day prior to the scheduled shipment date, provided that the rescheduled date does not exceed the original date by more than thirty (30) days. Shipment dates may be rescheduled only by an authorized representative of CPSEnergy.

g. Cancellation. CPSEnergy may cancel an Order by written notice at any time prior to the scheduled shipment date. If CPSEnergy cancels an Order less than three (3) business days prior to the scheduled shipment date, then CPSEnergy shall pay a re-stocking fee of one percent (1%) of the purchase price of the Goods and/or Software (exclusive of shipping, tax and other charges), not to exceed in any event Ten Thousand Dollars ($10,000.00) for a single Order. CPSEnergy shall have no liability for cancellation of an Order at least three (3) business days prior to the scheduled shipment date. The re-stocking fee shall be Companys sole and exclusive remedy for cancellation of an Order.

h. Safety Data Sheet (SDS). If a SDS is required by law on one or more of the Goods being supplied, Company must provide to CPSEnergy, with the initial shipment of the Goods, and with the first shipment of the Goods after any changes in those Goods, a SDS in accordance with the Occupational Safety & Health Administration (OSHA) Hazard Communication Standard (29 C.F.R. 1910.1200) and the Texas Hazard Communication Act. The SDS document must be sent via email to [email protected] or contained in a weatherproof package if it is exposed to the elements. CPSEnergy shall have a right to reject any shipment of Goods that do not include the required SDS. CPSEnergy shall have the right to withhold any payments due to Companys failure to provide any required SDS.

4. Fees & Payment Terms

a. Fees/Pricing. In exchange for the Deliverables received from Company or the Services performed by Company, CPSEnergy agrees to compensate Company at the rates identified in the fee schedule set forth in the applicable Order or SOW (the Fees). Unless otherwise specified, the Deliverables or Services, including any related maintenance fees, will not be subject to any price increase following the acceptance of an Order or SOW and prior to delivery or completion. Company represents and warrants that it will offer to CPSEnergy pricing terms at least as favorable as those offered to any other customer. If Company offers more favorable pricing to any other customer during the Term of this Agreement, then Company must provide written notice to CPSEnergy of such offer and must (i) modify the pricing available to CPSEnergy, and (ii)refund to CPSEnergy an amount equal to the difference between the prices paid and the prices that would have been paid under the modified pricing back to the date that the more favorable pricing was made available to the other customer.

b. Invoices. Invoices shall include sufficient detail so that invoiced amounts can be matched to respective Orders or SOWs. Such detail shall include the type of Deliverable(s), the date(s) on which the Deliverable(s) were delivered; for Goods, the quantity and type of Goods, the date those Goods were shipped, and whether the shipment of Goods was for less than the total quantity covered by an Order; for licenses for Software, the quantity of licenses and the date on which they were provided to CPSEnergy; and with regard to Services, the type of Service and the date(s) on which the Services were completed. Company shall send invoices to the following address: CPSEnergy, Attn: Accounts Payable - MD 100705, P.O. Box 2921, San Antonio, Texas 78299-2921, or as otherwise directed by CPSEnergy. Invoices are payable thirty (30) days upon receipt of invoice. Company may be entitled to interest for overdue payments pursuant to the Texas Prompt Payment Act, Texas Government Code Chapter 2251. Invoices must reference the CPSEnergy Purchase Order number, applicable item number, description, sizes, quantities, and unit prices; be timely submitted; reflect appropriate charges; and otherwise comply with the Agreement. CPSEnergy shall not be required to pay any invoices that are issued more than sixty (60) days after the end of the month during which Fees accrued. Invoices not conforming to these requirements may be rejected. The payment by CPSEnergy of the work covered by any 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 Company for or arising out of any such Services performed.

c. Tax-Exempt Organization. CPSEnergy is a municipally owned electric and gas utility and as such is a TAX-EXEMPT ORGANIZATION. CPSEnergy is exempt from certain sales and use taxes with respect to the purchase price of all materials, supplies, equipment and consumables purchased under an Order, SOW or a separate contract, and which are incorporated into the work. Company shall not invoice or charge CPSEnergy for such taxes and shall be provided with a Sales Tax-Exemption Certificate upon request. Failure by Company to request a Sales Tax-Exemption Certificate shall not mean that CPSEnergy waives its tax-exempt status. CPSEnergy shall not pay any taxes for which it is exempt.

d. Expenses. Unless otherwise agreed in an applicable Order or SOW, CPSEnergy shall reimburse Company only for pre-approved actual out-of-pocket expenses if reasonably and customarily incurred by Company in connection with the performance of contracted Deliverables and/or Services. As additional conditions to receiving reimbursement for an allowed expense, the expenses must be supported by receipt(s), and a request for reimbursement must be made within thirty (30) days of incurring the same. A request for reimbursement must reasonably describe expenses incurred, identify the work or Service for which the expense was incurred and the actual dollar amount of each expense sought to be reimbursed.

5. Intellectual Property

a. Ownership in Work. The parties agree that any works of authorship, plans, studies, diagrams, drawings, documents, derivative works, products, documents, strategic materials, designs, brochures, correspondence, agreements, deliverables, reports, or any other proprietary information that Company creates in the course of providing the Deliverables or Services (collectively the Work) shall be considered works made for hire to the extent permitted by applicable law. CPSEnergy will own the Work. Company hereby irrevocably assigns all rights, title, and interests in the Work to CPSEnergy as its sole and exclusive property. The rights assigned under the Agreement shall not lapse on account of non-exercise of the rights. Company agrees that it will cooperate with CPSEnergy in completing documents, providing information, and doing other things needed to evidence CPSEnergys ownership of the Work, or to evidence the transfer of these rights to CPSEnergy, including those things necessary to register any intellectual property right. Notwithstanding the foregoing, the parties recognize that performance of Company hereunder will require the skills of Company and therefore, Company shall retain the right to use, without fee and for any purpose, such know-how, ideas, techniques and concepts used or developed by Company in the course of performance under the Agreement, so long as such use does not conflict with any other provision herein.

b. Companys Pre-Existing Intellectual Property and Third Party Components. CPSEnergy may, from time to time, agree that Company may include in software or other Work, material which Company created prior to the Effective Date or outside the scope of the Agreement (the Company Pre-Existing IP) and/or certain software or other Work which Company has licensed from third parties (Third Party Components); provided, however, that any such agreement must be in writing, must specifically identify the portion of the Work that is Company Pre-Existing IP and/or Third Party Components, and must be signed by an authorized signatory of CPSEnergy. In addition, Company must fully disclose Companys licensing arrangements for all Third Party Components, including providing CPSEnergy with copies of written license agreements and, if requested, evidence of payment of the appropriate license fees. CPSEnergy acknowledges that Companys Pre-Existing Work and any Third Party Components are not Work as defined above. Company hereby grants CPSEnergy a perpetual, worldwide, non-revocable, fully paid, royalty-free, transferable, non-exclusive, sub-licensable license to use and distribute Companys Pre-Existing IP. Company hereby sublicenses all Third Party Components to CPSEnergy in the most complete manner permitted under the terms of Companys license with the third party.

c. Software (if applicable)

i. License. Subject to the terms of the Agreement, Company hereby licenses the Software to CPSEnergy on a worldwide, non-exclusive, non-sublicensable basis on the commercial terms stated in the Order. Unless otherwise stated in an Order, the license shall be perpetual and royalty-free.

ii. Standard Licensing Terms. Companys licensing terms for Software, which may be stated in Companys End User License or similar agreement, shall become part of the Agreement if and to the extent they fall within one of the following categories, but shall otherwise be of no force or effect whatsoever: (a) reservation of rights except for rights specifically granted in the Agreement; (b) restrictions on decompiling, reverse engineering, and similar activities; provided that no such restriction shall apply to the extent applicable law prohibits such a restriction; (c) restrictions on modifications and creation of other derivative works based on the Software; and (d) reasonable and customary language required by Companys third party licensors to be included in Companys license with its customers, provided that such language is consistent with the commercial terms of CPSEnergys license for the Software.

iii. Open Source Software. To the knowledge of Company, neither the Company nor any of its subsidiaries in violation in any material respect of any open source license. No Software that contains or is derived from open source software has been incorporated into any Software that is owned Company intellectual property or has otherwise been distributed or licensed by Company or any subsidiary to third parties, in a manner that renders the Software that is owned Company intellectual property subject to terms applicable to open source software, except with respect to Software that the Company has decided, for business reasons, to release to the open source community in a manner that does not preclude the Companys continued use and exploitation of such Software. To the knowledge of Company, no material product of the Company or any of its subsidiaries is distributed with any software that is licensed to Company or any of its subsidiaries to disclose or license any material proprietary source code that embodies material Company intellectual property for any product of the Company or any of its subsidiaries or in a manner that requires any material product to be made available at no charge, except in each case, as would not be material to the operations of the business of Company and its subsidiaries, taken as a whole.

6. Confidentiality

a. Confidential Information. The parties understand and acknowledge that they may, from time to time, disclose and receive Confidential Information. The following information is Confidential Information: the terms of the Agreement, and all information exchanged by or on behalf of the parties during negotiations culminating in the Agreement and during the Term of the Agreement; any information related to a partys performance of, or failure to perform, the Agreement; any information that is marked or designated as Confidential at the time of disclosure; any information related to that partys assets, liabilities, finances, business strategies, product development plans, operations, technology, know-how, trade secrets, inventions, techniques, processes, source code, schematics, designs, network topology, network and data storage information, customers, vendors, and personnel; and all other information that a reasonable person would understand to be confidential given the nature of the information and/or the circumstances of disclosure. During the Term of the Agreement and thereafter, the receiving party will not (i)use the Confidential Information except to perform its duties and obligations under the Agreement or (ii)disclose the Confidential Information to any third party without the prior written consent of the disclosing party, except that the receiving party may disclose the Confidential Information to its employees, agents, and representatives who need to know the information to represent or advise it with respect to the subject matter of the Agreement, and who are bound by written non-disclosure obligations at least as stringent as those stated in this Master Agreement. The receiving party shall take reasonable measures to prevent any unauthorized disclosure by its employees, agents, and representatives. In no event shall the parties use the other partys Confidential Information to reverse engineer or otherwise develop products or services functionally equivalent to the products or services of the owner. The receiving partys obligations with respect to the Confidential Information also extend to any third partys proprietary or confidential information disclosed to the receiving party under the Agreement.

b. Non-Protected Information. This confidentiality obligation will not apply to the extent that the receiving party can demonstrate that: (i) the Confidential Information is available to the public at the time of disclosure; (ii) the Confidential Information thereafter becomes available to the public, except by breach of the provisions of the Agreement or violation of law or other agreement; (iii) the receiving party can establish by written evidence that it had possession of the Confidential Information prior to the time of disclosure; (iv) the Confidential Information is received by the receiving party from a third-party that is not bound by a confidential relationship with the disclosing party; or (v) the Confidential Information was developed by employees or agents of the receiving party independently of and without reference to any Confidential Information.

c. Disclosure. If the receiving party is requested or required (e.g., by deposition, interrogatory, request for documents, subpoena, civil investigative demand, open records request, or similar process) to disclose any of the Confidential Information, then the receiving party will notify the disclosing party (to the extent legally permissible) promptly in writing so that the disclosing party may seek any appropriate protective order and/or take any other action prior to disclosure. In any event that the receiving party is legally compelled or obligated to disclose any of the Confidential Information, such Confidential Information may be disclosed as required; provided, however, that the receiving party will use its best efforts to minimize the disclosure of such information.

d. Return or Destroy. Each party shall return or irretrievably destroy the other partys Confidential Information and all material that is derived from the Confidential Information immediately on completion of the Agreement, or earlier upon request of the other party, provided that a party may retain the other partys Confidential Information only if reasonably necessary to use the Deliverables or Services, or to maintain reasonable and customary business records. On request of a party, an officer of the other party shall certify its compliance with the preceding sentence.

e. Injunctive Relief. The parties agree that the disclosure of Confidential Information by the receiving party will cause the disclosing party irreparable damage for which recovery of money damages would be inadequate. The disclosing party is therefore entitled to injunctive relief in addition to all other remedies available at law.

f. Public Information Act. Notwithstanding any provision herein to the contrary, Company acknowledges and agrees that all records, documents, drawings, plans, specifications and other materials in CPSEnergys possession, including materials submitted by Company, are subject to the provisions of the Public Information Act, Texas Government Code, Chapter 552. If Company believes information or materials submitted to CPSEnergy constitute trade secrets, proprietary information or other information that is excepted from disclosure under the Public Information Act, Company shall be solely responsible for specifically and conspicuously designating that information by placing CONFIDENTIAL in the center header of each such page affected, as it determines to be appropriate. Nothing contained in this section shall modify or amend requirements and obligations imposed on CPSEnergy by the Public Information Act or other applicable law, and the provisions of the Public Information Act or other laws shall control in the event of a conflict between the procedures described above and the applicable law.

7. Data Security / Data Privacy

a. General Security. If providing Services on-site or Services requiring access to CPS Energy networks, Company shall comply with all CPSEnergys policies at all times, including but not limited to, the Enterprise Cyber Security Policy (Non-NERC), the Information Security Policy, the General Workplace Security Policy, and the Information Systems Use Policy; each as may be amended from time to time (collectively, the Security Policies). CPSEnergys Security Policies are attached hereto as Addendum D and Addendum P. Additionally, should any Services be provided to CPSEnergy systems under the North American Electric Reliability Corporation (NERC), Company shall comply with all NERC security policies and CPSEnergy policies (as provided by CPSEnergy) related to the NERC standards and requirements.

b. Background Checks. Company shall have conducted a background screening of each individual who provides Services that require access to CPSEnergy networks. The background screening must include screening at the federal, state, and county level, including each county where the individual has lived for the past seven (7) years. The screening must be performed by a reputable third party screening service prior to the date that the individual begins work for CPSEnergy and must be updated at least every three (3) years. Company must provide a written attestation of screening on a form provided by CPSEnergy.

c. On-Site Security. Company personnel who perform Services on CPSEnergys premises must comply with CPSEnergys on-site security requirements, as they may be modified from time to time. Company acknowledges that any Services performed in or around a data center shall be provided in accordance with industry best practices, which require the use of extraordinary care to prevent damage to the information systems housed in the data center and the supporting infrastructure.

d. Right to Approve Personnel/Revocation of Access. Personnel provided by Company to perform Services are subject to the approval of CPSEnergy, which may be withheld or revoked for any lawful reason in its sole discretion. Company shall provide CPSEnergy written notice within the twenty-four (24) hour period following any Company termination of personnel providing Services to allow for prompt removal of access to CPSEnergy systems. Company will give CPSEnergy advance written notice of at least ten (10) business days if Company intends to substitute or replace any such personnel. If CPSEnergy has not provided reasonable grounds for the withholding or revocation of its approval, then Company shall be relieved of its obligations to perform Services under the Agreement to the extent and for such period that it is delayed in performing them by reason of lack of CPSEnergy approval.

e. Data Privacy. Company agrees that if, as part of performance of the Agreement, it has possession of, or access to, any data that is subject to legal or regulatory privacy or security requirements under the laws of any jurisdiction where Company or CPSEnergy or a third party to whom the data belongs or to whom it refers is located, it shall comply with such laws, and shall not do anything or omit to do anything which would cause CPSEnergy or any third party associated with CPSEnergy (including without limitation, a CPSEnergy customer) to breach any such laws.

8. Term & Termination

a. Term. The initial term of this Master Agreement will commence on the Effective Date set forth above and will continue for one (1) year (the Initial Term). Upon expiration of the Initial Term, this Master Agreement shall automatically renew for consecutive one (1) year periods (each, a Renewal Term, and together with the Initial Term, the Term) unless and until either party gives at least thirty (30) days prior written notice of its intent not to renew. Notwithstanding the foregoing, this Master Agreement shall apply all to all Goods, Services, and/or Software contemplated under an Order or SOW executed pursuant to this Master Agreement have been delivered or completed unless such Order or SOW has been terminated according to the provisions herein.

b. Suspension of Services. CPSEnergy may suspend Companys Services upon seven (7) days written notice.

c. Coterminous Maintenance Periods. If in connection with any Goods or Software, CPSEnergy purchases maintenance, support or similar Services on an annual (or other term) basis, then CPSEnergy may, but is not required to, purchase such Services on a co-terminous basis for each subsequent Order for Goods or Software. Company shall pro-rate its price for the first partial Service period based on the actual number of days covered by the first partial Service period.

d. Termination at Will. CPSEnergy shall have the option to terminate this Master Agreement or any individual Order or SOW, without cause, by providing Company thirty (30) days written notice. Termination of an individual Order or SOW shall not be deemed termination of this Master Agreement.

e. Termination for Cause. If either party believes that the other party has failed in any material respect to perform its obligations under the Agreement, then that party shall provide written notice to the other party describing the alleged failure in reasonable detail. If the breaching party does not, within thirty (30) days after receiving such written notice, either (a) cure the material failure or (b)if the breach is one that cannot reasonably be cured within thirty (30) days, commence and continue to diligently pursue a cure satisfactory to the non-breaching party, then the non-breaching party may terminate the Agreement, in whole or in part, For Cause by providing written notice to the breaching party. Termination of an individual Order or SOW shall not be deemed termination of this Master Agreement.

f. Termination for Insolvency. Either party shall have the right to immediately terminate the Agreement, by providing written notice to the other party, in the event that (i) the other party becomes insolvent, enters into receivership, is the subject of a voluntary or involuntary bankruptcy proceeding, or makes an assignment for the benefit of creditors; or (ii) a substantial part of the other partys property becomes subject to any levy, seizure, assignment or sale for or by any creditor or government agency.

g. Termination for Change In Control. Company shall, within ten (10) days following a Change In Control provide CPSEnergy with notice of such Change In Control and such additional information as CPSEnergy may reasonably require regarding the names of the persons who control or otherwise indirectly or directly have an ownership interest in Company. Upon such notice, CPSEnergy may terminate the Agreement with fifteen (15) days prior written notice to Company. For purposes of this subsection, a Change In Control of Company shall be an assignment of a part or all Services, or any event that, directly or indirectly, results in a change in the majority ownership of the voting securities of Company. Additionally, if a Key Person, Key Team Member, or any specific individual assigned to perform Services whose resumes or skills were the basis upon which CPSEnergy made its decisions to retain Company has been identified in connection with an Order or SOW, then any Company change not agreed to in writing by CPSEnergy resulting in a change of such persons role in providing the Services or delivering Deliverables shall be deemed a Change in Control for purposes of this subsection.

h. Payments Due Post Termination. The termination of the Agreement shall not release either party from the obligation to make payment of all amounts then