1-2026-01QC - Terms And Conditions.pdf

Terms And Conditions General Provisions:

1.1. Del Mar College Standard Purchase Terms and Conditions: To the extent not inconsistent with or superseded by the terms of this RFQ or of a purchase contract between the successful vendor and the College, the College’s Standard Purchase Terms and Conditions will apply to purchases of the Services required for this project. Terms and Conditions are located at:

https://www.delmar.edu/offices/pbs/_resources/StdTermsforGoodsADA.pdf.

1.2. College Contract Administrator: The College's Contract Administrator for this contract shall be the Associate Professor of Engineering or designee. This representative shall have authority and responsibility to perform the following tasks on behalf of the College. (1) Provide interpretation of the scope and specification of the equipment or services; (2) Monitor service performance or delivery of the equipment to ensure compliance with the schedule, specification or statement of work; (3) Inspect service/equipment against the specification or statement of work and report compliance and/or deficiencies and make the final determination of acceptance; (4) The College’s Contract Administrator shall not have authority to effect changes or modifications to the contract, or to any contractual provisions or performance requirements. Contracting authority to effect changes or modifications to the contract, or to any contractual provisions or performance requirements is expressly reserved for the procurement office that issued and executed the original contract.

1.3. Termination for Default: The College may terminate for Default any contract resulting from this request for proposal if the College determines that the Contractor has failed to meet the performance requirements of the contract, fails to perform any provisions of the Contract, or breaches any of the terms hereof or if the Contractor becomes insolvent or commits acts of bankruptcy. Termination shall be affected by delivery to Contractor of a "Notice of Termination" specifying the extent to which performance of the work under the order is terminated and the date upon which such termination becomes effective. Such a right of termination is in addition to, not in lieu of any other remedies, which the College may have in law or equity.

1.4. Termination for Convenience: The College may terminate without penalty any contract resulting from this request for proposals at its convenience with 30 day advance written notice to the Contractor. In the event of such a termination by the College, the College shall only be liable for the payment of all Work properly performed prior to the effective date of termination. Contractor may request a termination for convenience, without penalty, with 90 days written advance notification to the College’s Director of Purchasing.

1.5. Loss of Funding: Performance by College under this Agreement may be dependent upon the appropriation and allotment of funds by the Texas State Legislature (the "Legislature") and/or allocation of funds by the Board of Regents of Del Mar College District (the "Board").

If the Legislature fails to appropriate or allot the necessary funds, or the Board fails to allocate the necessary funds, then College shall issue written notice to Contractor and College may terminate this Agreement without further duty or obligation hereunder.

Contractor acknowledges that appropriation, allotment, and allocation of funds are beyond the control of the College.

1.6. Indemnification:

https://www.delmar.edu/offices/pbs/_resources/StdTermsforGoodsADA.pdf

1.6.1. To the fullest extent permitted by applicable law, contractor and its agents, partners, employees, and consultants (collectively "indemnitors") shall and do agree to indemnify, protect, defend with counsel approved by College, and hold harmless College and the College District, its affiliated enterprises, representatives of College, and their respective officers, directors, regents, partners, employees and agents (collectively "indemnitees") from and against all claims, damages, losses, liens, causes of action, suits, judgments and expenses, including attorneys' fees, of any nature, kind, or description (collectively "liabilities") of any person or entity whomsoever arising out of, caused by, or resulting from the performance of this agreement or any part thereof, which are caused in whole or in part by any negligent act or omission or willful misconduct of the indemnitors, anyone directly or indirectly employed by the indemnitors or anyone for whose acts the indemnitors may be liable, even if it is caused in part by the negligent act or omission or willful misconduct of any indemnitee, so long as it is not caused by the sole negligence or willful misconduct of any indemnitee. In the event more than one of the indemnitors are connected with an incident or occurrence covered by this indemnification, then each of such indemnitors shall be jointly and severally responsible to the indemnitees for indemnification and the ultimate responsibility among such indemnitors for the loss and expense of any such indemnification shall be settled by separate proceedings and without jeopardy to any indemnitee. The provisions of this section shall not be construed to eliminate or reduce any other indemnification or right which college or any of the indemnitees has by law.

In addition, the indemnitors shall and do hereby agree to indemnify, protect, defend with counsel approved by College, and hold harmless indemnitees from and against all claims arising from infringement or alleged infringement of any patent, copyright, trademark or other proprietary interest arising by or out of the performance of services or the provision of goods by the indemnitors pursuant to this agreement, or the use by the indemnitors, or by indemnitees at the direction of the indemnitors, of any article or material; provided, that, upon becoming aware of a suit or threat of suit for such infringement, the indemnitees shall promptly notify the indemnitors and the indemnitors shall be given full opportunity to negotiate a settlement. The indemnitors do not warrant against infringement by reason of the indemnitees' design of articles or the use thereof in combination with other materials or in the operation of any process.

In the event of litigation, the indemnitees agree to cooperate reasonably with the indemnitors and all parties shall be entitled, in connection with any such litigation, to be represented by counsel at their own expense.

1.6.2. The indemnities contained herein shall survive the termination of this Agreement for any reason whatsoever.

1.7. Publicity. Respondent shall not use, in its external advertising, marketing programs, or other promotional efforts, any data, pictures, or other representation of College except on the specific prior written authorization in advance of College. Respondent shall not install signs or other displays within or without College's Campus unless in each instance the prior written approval of College has been obtained. However, nothing in this clause shall preclude Respondent from listing College on its routine client list for matters of reference.

1.8. Prohibition against outside agents. Proposer represents and certifies that it has not employed or retained any other company or person (other than a bona fide employee working exclusively for the Proposer) to solicit or secure this order and that it has not paid or agreed to pay any other company or person (other than a bona fide employee working exclusively for the Proposer) any fee, commission, percentage or brokerage fee contingent upon or resulting from this order.

1.9. Terms of Purchase - Modifications. This solicitation (including attachments) contains proposed terms of purchase. These proposed terms address all major issues of the intended procurement. Proposer shall either accept these terms or submit a list of exceptions or requested modifications as part of the proposal.

1.10. Independent Contractor. Respondent recognizes that it is engaged as an independent contractor and acknowledges that College shall have no responsibility to provide transportation, insurance or other fringe benefits normally associated with employee status.

Respondent, in accordance with its status as an independent contractor, covenants and agrees that it shall conduct itself consistent with such status, that it will neither hold itself out as, nor claim to be an officer, partner, employee or agent of College by reason hereof, and that it will not by reason hereof make any claim, demand or application to or for any right or privilege applicable to an officer, representative, employee or agent of College, including, but not limited to, unemployment insurance benefits, social security coverage or retirement benefits. Respondent hereby agrees to make its own arrangements for any of such benefits as it may desire and agrees that it is responsible for all income taxes required by applicable law. All of Respondent's employees furnishing services to College shall be deemed employees solely of Respondent and shall not be deemed for any purposes whatsoever employees or agents of, acting for or on behalf of, College. No acts performed or representations, whether oral or written, made by Respondent with respect to third parties shall be binding upon College.

1.11. Workers Compensation and Liability Insurance. During performance of any work on College premises, the Vendor shall maintain in full force and affect the following insurance, satisfactory to the College as to form and limits of liability.

1.11.1. Workers' Compensation as required by Title IV Texas Labor Code for all employees of the Contractor providing services under the contract on any property or campus of the College. Vendor represents to the College that all employees of the Contractor who will provide work on any property or campus of the College will be covered by workers' compensation coverage for the duration of the work and one year thereafter, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be properly filed as required by the Texas Labor Code.

1.11.2. Public liability, property damage and vehicle minimum insurance as follows:

Employers Liability

Bodily Injury by Accident $1,000,000 Each Accident

Bodily Injury by Disease $1,000,000 Each Employee

Bodily Injury by Disease $1,000,000 Policy Limit Commercial General Liability (occurrence base)

Bodily Injury and Property Damage

$1,000,000 Each Occurrence limit

$3,000,000 Aggregate Limit

$5,000 Medical Expense each person

$2,000,000 Products/Completed Operations Aggregate Limit

$1,000,000 Personal Injury and Advertising Liability

$100,000 Damage to Premises Rented

Automobile Liability All Owned, $500,000.00 Combined Single

Hired and Non-owned Vehicles Limit (for each accident)

Umbrella in excess of primary coverage $1,000,000.00 Per Occurrence

The insurance shall be written by insurance companies lawfully authorized to do business in the State of Texas and listed in the A.M. Best Key Rating Guide - Property and Casualty with a policyholder's rating of A and a financial category size of Class VII. The College is to be named as additional insured and a waiver of subrogation shall be provided to the College. The policies shall contain a provision that liability coverage will not be cancelled or allowed to expire until at least 30 days prior written notice has been given to the College.

1.12. Equipment Condition: All equipment, components and optional accessories furnished under this offer shall be new, in first-class condition, of current production and of the most suitable grade for the purpose intended. Verbal agreements to the contrary will not be recognized. No substitutions will be made unless authorized by the College.

1.13. Smoke and Tobacco Free Environment. The College prohibits the use of tobacco, E-cigarettes, vaping pens and any other related products and devices by any employee, student, or visitor on all premises owned, rented, leased, or supervised by the College District, including all College facilities, buildings, and grounds. This prohibition applies to property owned by others that the College uses by agreement, and further applies to all District vehicles.

1.14. Use of Project Site:

Where it is necessary for the Vendor to use portions of College buildings and or grounds for operations, such use shall be strictly in accordance with requirements and approval of the College. The Vendor shall confine operations at the project site to areas permitted by the College. The Vendor shall sweep, dust, and clean up all trash, rubbish, empty cartons, crates, wrapping and other waste resulting from services performed. Remove same from the project site and properly dispose of same at Vendor’s expense. No empty cartons, crates, wrappings, trash, rubbish are to be left in the building or on the project site overnight. If the Vendor does not provide prompt compliance with these clean-up requirements, the College may make separate arrangements, the cost of which will be charged to the Vendor.

The Vendor is responsible for acts and omissions of his employees and all of Vendor’s subcontractors, their agents and employees, in the performance of work for this project.

The Vendor shall comply with all applicable laws, ordinances, rules, regulations, and orders of any public authority having jurisdiction for the safety of persons or property to protect them from damage, injury or loss. The Vendor shall initiate, maintain and supervise safety precautions and programs in connection with the work and take reasonable precautions for the safety of, and shall provide protection to prevent damage, injury or loss to all employees on the work and all other persons who may be affected thereby, and all the work and all materials to be incorporated therein, whether in storage on or off the site, and other property at the site or adjacent thereto including trees, shrubs, lawns, walks, pavements, roadways, structures and utilities. Contractor shall be responsible for all damages to persons or property caused by Contractor or any of its agents or employees. Contractor shall promptly repair, in accordance with the specifications of College, any damage that it, or its employees or agents, may cause to College's premises or equipment. On Contractor's failure to do so, College may repair such damage and Contractor shall reimburse College promptly for the cost of the repair.

1.14.1. Contractor agrees that it will ensure that all persons working for or on behalf of Contractor whose duties bring them upon College's premises shall obey the rules and regulations that are established by College and shall comply with such reasonable directions as College's Technical Representative may give to Contractor.

1.14.2. Contractor agrees that, in the event of an accident of any kind, including personal injury to any person in the Service Area as a result of Contractor's services, disruption of building's functions, or disruption of normal building security, Contractor will immediately notify College Security Department at 361-698-1199 and thereafter furnish a full written report of such accident.

1.14.3. Contractor shall perform the services contemplated in this Agreement without interfering in any way with the activities of College's students, employees or visitors.

1.14.4. Contractor's vehicles shall be allowed to park in the college parking lots and must abide by College parking policy. Contractor's vehicles must be kept in good condition and appearance. Equipment must be appropriate for work planned and also kept in good condition. Vehicles must not leak oil onto walk-drive when parked.

1.15. Presence on College Campus.

1.15.1. Coordinated Use. Where it is necessary for the Vendor to use portions of College buildings and or grounds for operations, such use shall be strictly in accordance with requirements and approval of the College. The Vendor shall confine operations at the Project site to areas permitted by the College.

1.15.2. College’s Rules and Regulations. Respondent agrees that it will insure that all persons working for or on behalf of Respondent whose duties bring them upon College's Campus shall obey the rules and regulations that are established by College and shall comply with such reasonable directions as College's Technical Representative may give to Respondent.

1.15.3. Respondent’s Employees and Agents. Respondent shall be responsible for acts of its employees and agents while on College's Campus. Accordingly, Respondent agrees to take all necessary measures to prevent injury and loss to persons and property located on College's Campus. Respondent shall be responsible for all damages to persons or property caused by Respondent or any of its agents or employees.

Respondent shall promptly repair, in accordance with the specifications of College, any damage that it, or its employees or agents, may cause to College's Campus or equipment. On Respondent's failure to do so, College may repair such damage and Respondent shall reimburse College promptly for the cost of the repair.

1.15.4. Accidents. Respondent agrees that, in the event of an accident of any kind, including personal injury to any person in the construction site as a result of Respondent's services, disruption of building's functions, or disruption of normal building security, Respondent will immediately notify College Security Department at (361) 698-1199 and thereafter furnish a full written report of such accident.

1.15.5. Working Without Interference with College’s Activities. Respondent shall perform the work contemplated in the Contract Documents without interfering in any way with the activities of College's students, employees or visitors.

1.15.6. Respondent’s Vehicles. Respondent's vehicles shall be allowed to park in the designated college parking lots and must abide by College parking policy.

Respondent's vehicles must be kept in good condition and appearance. Equipment must be appropriate for work planned and also kept in good condition. Vehicles must not leak oil onto walk-drive when parked.

1.16. Transportation and Delivery of Equipment and Materials

1.16.1. It shall be the responsibility of the Vendor to arrange for delivery of all equipment in good condition to the project site.

1.16.2. It shall be the responsibility of the Vendor or Vendor's agent to receive, accept delivery of, and unload the equipment at the project site. Vendor or Agent shall coordinate and be responsible for all unloading of equipment and moving into place, and shall pay all costs associated therewith. The Vendor or Vendor's Agent must be present at the project site to receive any shipment directed thereto. The College shall have no responsibility to accept delivery of equipment on behalf of the Vendor, nor liability for damages to equipment if it does accept delivery on behalf of the Vendor as a matter of courtesy or convenience. As a courtesy to the Vendor, the College will provide a forklift at the project site to move or unload palletized equipment. There is no unloading dock for tractor-trailers at or near the project site.

1.17. Installation, Configuration, Testing and Calibration

The College may request "turn-key" projects. Vendor shall assemble, install, connect, adjust, set-up, test, calibrate, and make the equipment/goods ready in all respects for use by the College. The Vendor shall supervise and direct work related to this project using the highest standards of skill and attention in accordance with the latest industry standards.

The Vendor shall be solely responsible for the means, methods, techniques, sequences and procedures. All installation work shall be performed in accordance with the attached specifications by skilled employees working for the Vendor or its authorized dealer or distributor or by qualified sub-contractors selected by the Vendor; in which case the Vendor shall pay all costs of such subcontractors. In any case, Vendor shall have full control of all employees or tradesmen performing installation work.

All materials used in installation shall be factory new condition in accordance with the attached specifications. Any materials or work found to be defective, not in conformance with these requirements, or damaged shall be removed immediately and compliant materials or work substituted without delay and at the contractor’s sole expense.

1.18. Acceptance

The College's Contract Administrator shall have thirty (30) calendar days to confirm the proper functioning and performance of the Equipment/System/Goods/Services including any and all characteristics stated in the product specifications, or in the Vendor's published specifications, or in the Vendor's bid pertaining to the Equipment/System/Services and its installation. In the event the College fails to complete the College's acceptance within this period, the College will accept the Equipment/System without the benefit of this testing.

If the Equipment/System/Services fails to pass the College's acceptance testing, the College shall notify the Vendor, in writing, of the nonconformity. The Vendor shall have seven (7) calendar days after receipt of notification to provide necessary replacements or repairs to bring the Equipment/System/Services into conformance. The College shall then have the greater of ten (10) successive working days or fourteen (14) calendar days to again conduct Equipment/System/Goods/Services acceptance testing. If the Equipment/System fails to pass this repeat testing, the College may reject the Equipment/System/Services. Unless otherwise notified within the time frame specified above, the Vendor may consider the College's acceptance testing complete. The date of successful completion of the College's acceptance test shall be the date for the start of the Equipment/System/Services warranty period. It is understood that final payment for all products or services will not be made by the College until all requested specifications have been met. This means that all required corrections must have been made and final acceptance tests must be completed by the College prior to payment. It is therefore acknowledged that the College may be in possession of all products in advance of approval for payment. Authorization for the contractor to house or store any products on any property, in any building owned or occupied by the College, or authorized use of the products by the College during the above specified time period, will not be construed as evidence of acceptance of the products by the College.

1.19. Title, Risk of Loss:

Risk of loss for the Equipment shall be borne by Vendor until the College has accepted the Equipment/Goods. Prior to the College's acceptance, the Vendor shall be responsible for all loss and damage to the Equipment/Goods, including work-in-process and any unfurnished items which comprise or may eventually comprise the Equipment/Goods, and shall repair, renew and make good, at its own expense, all such loss and damage not caused by willful acts or omissions of the College whether or not due to the fault of the Vendor. In addition to, or in combination with, the insurance amounts shown below, the Vendor agrees to carry suitable fire, sprinkler leakage, and extended coverage on materials, work-in-progress and any finished items connected with the purchase up to the full actual value thereof until the Equipment is accepted by the College as provided above.

1.20. Permits, Fees and Compliance: Contractor shall, at Contractor's expense, apply for, procure and maintain all required and necessary licenses, permits, inspections, government fees, and approvals, and issue all required notices or notifications, in compliance with applicable laws and ordinances. Contractor shall at all times perform its services in compliance with said laws and ordinances, rules, regulations, and lawful orders of any public authority bearing on the performance of the work, and shall promptly notify Owner if the Project requirements are at variance therewith.

1.21. Security. College's Security Department has the authority and responsibility to maintain the security of all College Campus and property. Respondent shall cooperate with College's Security Department in all matters including the reporting of suspected security violations.

Respondent shall immediately report any evidence of security breaches to College's Security

Department. In addition to any other security rules and regulations, Respondent shall inform its employees that no guns, knives, or other dangerous weapons are allowed on the Campus and no dangerous drugs, or other prohibited substances, including alcohol, are allowed on the Campus. Interaction relating to non-job-related issues with students, faculty and staff is discouraged. The College will not tolerate "cat calling", "whistling", "profanity", "derogatory remarks" or any form of sexual harassment toward faculty, staff, students and visitors.

1.22. Governing Documents. Where specific terms or conditions of this Solicitation are inconsistent with the Vendor’s or any sub-contractor’s or original equipment manufacturers standard terms of sale or trade custom, then these (i.e., the College’s) specific conditions shall prevail.

1.23. Severability. In case any provision hereof shall, for any reason, be held invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid or unenforceable provision had not been included herein.

1.24. Termination for Violation of the Law. The College may terminate without penalty any contract or agreement in which the contractor or vendor engages in conduct that violates any local, state, or federal law.

1.25. Disputes

As required by Chapter 2260, The College has adopted rules under Chapter 2260, codified at 34 Texas Administrative Code §§1.360 – 1.387, regarding dispute resolution processes for certain breach of contract claims applicable to certain contracts for goods and services, and may adopt revisions to these rules throughout the term of this Agreement, including any extensions. Vendor shall comply with such rules.

The dispute resolution process provided for in Chapter 2260 of the Government Code shall be used, as further described herein, by The College and Vendor to attempt to resolve any claim for breach of contract made by Vendor under this Agreement:

a) Vendor’s claim for breach of this Agreement that the parties cannot resolve in the ordinary course of business shall be submitted to the negotiation process provided in Chapter 2260. To initiate the process, Vendor shall submit written notice, as required by Chapter 2260, to the Deputy Comptroller or his or her designee. Said notice shall also be given to all other representatives of The College and Vendor otherwise entitled to notice under this Agreement. Compliance by Vendor with Chapter 2260 is a condition precedent to the filing of a contested case proceeding under Chapter 2260.

b) The contested case process provided in Chapter 2260 is Vendor’s sole and exclusive process for seeking a remedy for an alleged breach of contract by The College if the parties are unable to resolve their disputes under subparagraph (A) of this Section.

c) Compliance with the contested case process provided in Chapter 2260 is a condition precedent to seeking consent to sue from the Legislature under Chapter 107, Civ. Prac. and Rem. Code. Neither the execution of this Agreement by The College nor any other conduct of any representative of The College relating to this Agreement shall be considered a waiver of sovereign immunity to suit.

For all other specific breach of contract claims or disputes under this Agreement, the following shall apply:

Should a dispute arise out of this Agreement, The College and Vendor shall first attempt to resolve it through direct discussions in a spirit of mutual cooperation. If the parties’ attempts to resolve their disagreements through negotiations fail, the dispute will be mediated by a mutually acceptable third party to be chosen by The College and Vendor within fifteen (15) days after written notice by one of them demanding mediation under this Section. Vendor shall pay all costs of the mediation unless The College, in its sole good faith discretion, approves its payment of all or part of such costs. By mutual agreement, The College and Vendor may use a nonbinding form of dispute resolution other than mediation. The purpose of this Section is to reasonably ensure that The College and Vendor shall in good faith utilize mediation or another non-binding dispute resolution process before pursuing litigation. The College’s participation in or the results of any mediation or another nonbinding dispute resolution process under this Section or the provisions of this Section shall not be construed as a waiver by The College of: (1) any rights, privileges, defenses, remedies or immunities available to The College as an agency of the State of Texas or otherwise available to The College; (2) The College’s termination rights; or (3) other termination provisions or expiration dates of this Agreement.

Notwithstanding any other provision of this Agreement to the contrary, Vendor shall continue performance and shall not be excused from performance during the period any breach of Contract claim or dispute is pending under either of the above processes;

however, Vendor may suspend performance during the pendency of such claim or dispute if Vendor has complied with all provisions of §2251.051, Texas Government Code, and such suspension of performance is expressly applicable and authorized under that law.

1.26. Limitation of Rights. With the exception of the rights herein expressly conferred, nothing in or to be implied from this Agreement is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement or any of the covenants, conditions and provisions herein contained; this Agreement and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and herein provided.

1.27. Execution of Counterparts. This Agreement may be simultaneously executed in several separate counterparts, each of which shall be in original and all of which shall constitute but one and the same instrument.

1.28. Assignment. This Agreement shall not be assignable by either party hereto, by operation of law or otherwise, without the prior written consent of the other party hereto. Any assignment in violation of this Section shall result in the automatic termination of this Agreement.

1.29. Ownership Change. Vendor shall notify the College in writing of any change in its ownership within a reasonable time after such change.

1.30. Captions. The captions or headings in the Agreement are for convenience only and in o way define, limit, or describe the scope of intent of any provisions, articles, or sections of this Agreement.

State of Texas Provisions:

1.1. Ineligibility. Sec. 2155.004, Certain Bids and Contracts Prohibited:

“(a) A state agency may not accept a bid or award a contract that includes proposed financial participation by a person who received compensation from the agency to participate in preparing the specifications or request for proposals on which the bid or contract is based.

(b) A bid or award subject to the requirements of this section must include the following statement: "Under Section 2155.004, Government Code, the Vendor certifies that the individual or business entity named in this bid or contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate.”

(c) If a state agency determines that an individual or business entity holding a state contract was ineligible to have the contract accepted or awarded under Subsection (a), the state agency may immediately terminate the Contract without further obligation to the vendor.

(d) This section does not create a cause of action to contest a bid or award of a state contract.

(e) This section does not prohibit a bidder or contract participant from providing free technical assistance to a state agency.”

1.2. Antitrust. Sec. 2155.005, Compliance with Antitrust Laws: “(a) A bidder offering to sell goods or services to the state shall certify on each bid submitted that neither the bidder, nor the person represented by the bidder, nor any person acting for the represented person has:

(a) violated the antitrust laws codified by Chapter 15, Business & Commerce Code, or the federal antitrust laws; or

(b) directly or indirectly communicated the bid to a competitor or other person engaged in the same line of business.”

1.3. Executive Order 13224. Del Mar College is federally mandated to adhere to the directions provided in the President’s Executive Order (“EO”) 13224, Executive Order on Terrorist Financing – Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, effective 9/24/2001 and any subsequent changes made to it via cross referencing respondents/vendors with the System for Award Management (“SAM”), https://sam.gov/content/home, which is inclusive of the United States Treasury’s Office of Foreign Assets Control (“OFAC”) Specially Designated National (“SDN”) list. Respondent certifies that the responding entity and its principals are eligible to participate in this transaction and have not been subjected to suspension, debarment, or similar ineligibility determined by any federal, state or local governmental entity and that Respondent is in compliance with the State of Texas statutes and rules relating to procurement and that Respondent is not listed on the federal government's terrorism watch list as described in Executive Order 13224. Entities ineligible for federal procurement are listed at https://sam.gov/content/home.

1.4. Debarment. Respondent certifies that the responding entity and its principals are eligible to participate in this transaction and have not been subjected to suspension, debarment, or similar ineligibility determined by any federal, state or local governmental entity and that https://sam.gov/content/home

Respondent is in compliance with the State of Texas statutes and rules relating to procurement.

1.5. Conflicts of Interest. Persons contemplating business with the College must conform to the requirements of Chapter 176, Texas Local Government Code as it pertains to conflict of interest.

1.6. Felony Conviction. Sec. 44.034. Notification of Criminal History of Contractor:

(a) A person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony.

(b) A school district may terminate a contract with a person or business entity if the district determines that the person or business entity failed to give notice as required by Subsection (a) or misrepresented the conduct resulting in the conviction. The district must compensate the person or business entity for services performed before the termination of the contract.

(c) Publicly Held Corporations. This section does not apply to a publicly held corporation.

1.7. Human Trafficking Clause:

Pursuant to Section 2155.0061 of the Texas Government Code, Contractor certifies that it is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if Contractor’s certification in this matter is inaccurate.

TFC may not award a contract, including a contract for which purchasing authority is delegated to a state agency, that includes proposed financial participation by a person who, during the five-year (5) period preceding the date of the award, has been convicted of any offense related to the direct support or promotion of human trafficking.

1.8. Prior Disaster Relief Contract Violation Clause:

Under Sections 2155.006 and 2261.053 of the Texas Government Code, the contractor certifies that they are not ineligible to receive the contract due to past violations related to disaster relief efforts.

1.9. Payments. The College shall pay for goods or services in accordance with Title 10. General Government, Subtitle F. State and Local Contracts and Fund Management, Chapter 2251.

Payment for Goods and Services.

1.10. Delinquency in Paying Child Support. Pursuant to Texas Family Code Section 231.006, the vendor or applicant certifies that the individual or business entity named in this contract, bid, or application is not ineligible to receive the award of or payment for the Project and acknowledges that any agreement may be terminated and payment may be withheld if this certification is inaccurate.

1.11. Certification of Franchise Tax Status. The Respondent, by submitting its Proposal, certifies that its Texas Franchise Tax payments are current, or that it is exempt from or not subject to such tax.

1.12. Equal Opportunity. Pursuant to federal, state and local laws, Respondent represents and warrants that it is an equal opportunity employer and does not discriminate on the basis of race, color, religion, national origin, age, mental or physical disability or sex.

1.13. Governing Law. The Contract and all of the rights and obligations of the parties thereto and all of the terms and conditions thereof shall be construed, interpreted and applied in accordance with and governed by and enforced under the laws of the State of Texas, Nueces County, Texas, shall be the proper place of venue for suit on or in respect of the Agreement.

1.14. Boycott of Israel. Pursuant to the provisions of Subtitle F, Title 10, Government Code Chapter 2270, by acknowledging this attribute, vendor verifies that their company: 1. Does not boycott Israel currently, and 2. Will not boycott Israel during the term of the contract with Del Mar College District.

1.15. Terrorist Organization Prohibition. Pursuant to the provisions of Subtitle F, Title 10, Texas Government Code 2252.152 (CONTRACTS WITH COMPANIES ENGAGED IN BUSINESS WITH IRAN, SUDAN, OR FOREIGN TERRORIST ORGANIZATION PROHIBITED) a governmental entity may not enter into a governmental contract with a company that is identified on a list prepared and maintained under Texas Government Code Section 806.051, 807.051, or 2252.153.

1.16. Prohibition on Contracts with Companies that Discriminate Against Firearm and Ammunition Industries.

If Respondent is a company with 10 or more full-time employees and if this Agreement has a value of at least $100,000 or more, Respondent verifies that, pursuant to Texas Government Code Chapter 2274, it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and will not discriminate during the term of the contract against a firearm entity or firearm trade association. This verification is not required for an agreement with a sole-source provider; or a governmental entity that does not receive bids from a company that is able to provide this verification.

1.17. Prohibition on Contracts with Companies Boycotting Certain Energy Companies:

If Respondent is a company with 10 or more full-time employees and if this Agreement has a value of at least $100,000 or more, Respondent verifies that, pursuant to Texas Government Code Chapter 2274, it does not boycott energy companies; and will not boycott energy companies during the term of the Agreement. This verification is not required for an agreement where a governmental entity determines that these requirements are inconsistent with the governmental entity’s constitutional or statutory duties related to the issuance, incurrence, or management of debt obligations or the deposit, custody, management, borrowing, or investment of funds.

1.18. Basic Safeguarding of Contractor Information Systems

The Vendor shall apply basic safeguarding requirements and procedures to protect the Vendor’s information systems whenever the information systems store, process or transmit any information, not intended for public release, which is provided by or generated for the College. This requirement does not include information provided by the District to the public or simple transactional information, such as that necessary to process payments. These requirements and procedures shall include, at a minimum, the security control requirements “reflective of actions a prudent business person would employ” which are outlined in the Federal Acquisition Regulations FAR 52.204-21(b) and codified in the Code of Federal Regulations at 48 C.F.R. § 52.204-21(b) (2016).

Vendor shall include the substance of this clause in subcontracts under this contract (including subcontracts for the acquisition of commercial items other than commercially available off-the-shelf items) in which the subcontractor may have District contract information residing in or transiting through its information system.

1.19. Cybersecurity Training Program

Bidder shall ensure that any Bidder employee or subcontractor employee who has access to a District computer system or database shall complete a cybersecurity training program certified under Section 2054.519 of the Texas Government Code. Such training is required to occur during the contract term and the renewal period. Respondent shall provide District with verification of the completion of the requisite training. Clause only applies to solicitations and contracts where contractors have access to a state computer system or database.

1.20. Cloud Computing State Risk and Authorization Management Program (TX-RAMP)

Pursuant to Section 2054.0593(d)-(f) of the Texas Government Code, relating to cloud computing state risk and authorization management program, Respondent represents and warrants that it complies with the requirements of the state risk and authorization management program and Respondent agrees that throughout the term of the contract it shall maintain its certifications and comply with the program requirements in the performance of the contract. Clause only applies to contractors doing business with an agency for cloud computer services subjected to the state risk and authorization management program.

1.21. Certification Regarding Certain Foreign-Owned Companies In Connection With Critical Infrastructure

Del Mar College is prohibited from entering into a contract or other agreement relating to critical infrastructure that would grant to Vendor direct or remote access to or control of critical infrastructure in this state, excluding access specifically allowed by Del Mar College for product warranty and support purposes. Vendor certifies that neither it nor its parent company nor any affiliate of Vendor or its parent company, is (1) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or a designated country; (2) a company or other entity, including governmental entity, that is owned or controlled by citizens of or is directly controlled by the government of China, Iran, North Korea, Russia, or a designated country; or (3) headquartered in China, Iran, North Korea, Russia, or a designated country.

For purposes of this Agreement, “critical infrastructure” means “a communication infrastructure system, cybersecurity system, electric grid, hazardous waste treatment system, or water treatment facility.” See TEX. GOV’T CODE § 2274.0101(2) of SB 1226 (87th leg.). Vendor verifies and certifies that Vendor will not grant direct or remote access to or control of critical infrastructure, except for product warranty and support purposes, to prohibited individuals, companies, or entities, including governmental entities, owned, controlled, or headquartered in China, Iran, North Korea, Russia, or a designated country, as determined by the Governor.

1.22. Compliance with Executive Order GA-48

Pursuant to Executive Order GA-48, issued by Governor Greg Abbott on November 19, 2024, the Supplier certifies that neither the company, nor any of its holding companies, subsidiaries, or affiliates, is:

A. Listed in Section 889 of the 2019 National Defense Authorization Act (NDAA); or

B. Listed in Section 1260H of the 2021 National Defense Authorization Act (NDAA); or

C. Owned by the government of a country on the U.S. Department of Commerce's foreign adversaries list under 15 C.F.R. § 791.4; or

D. Controlled by any governing or regulatory body located in a country on the U.S.

Department of Commerce's foreign adversaries list under 15 C.F.R. § 791.4.

The Supplier further certifies that it does not engage in any contractual, business, or operational activities that would otherwise grant access, control, or influence to an entity meeting any of the above-listed criteria.

If at any time during the term of the contract, the Supplier becomes aware of any such affiliation or activity, it shall immediately notify Del Mar College. The contract may be subject to termination, and the Supplier may face legal action as deemed necessary by the College.