1-APPENDIX TWO PO Terms and Conditions.pdf

Purchase Order Terms and Conditions for The University of Texas at Austin

The University of Texas at Austin (University) is not agreeing to any of the following: arbitration, indemnification by University, limit of liability, waiver of class action by University, personal jurisdiction or subject matter jurisdiction, any law other than Texas law, use of University logos except with written permission, monetization or selling of any data, mediation, and waiver of trial by jury.

1. DELIVERY; SUBSTITUTIONS; INVOICES. Contractor will keep The University of Texas at Austin (University) advised at all times of the status of delivery or performance under this Purchase Order. If delay is foreseen, Contractor will give prompt written notice to University. Upon notice, University may extend the delivery date in its sole discretion. Contractor will only tender for acceptance those goods and services that conform to the requirements of this Purchase Order. Substitutions, cancellations and price changes will require prior written consent of University.

2. TITLE AND RISK OF LOSS. Title to and risk of loss to any goods to be delivered under this Purchase Order will not pass to University until

University actually receives, accepts, and takes possession of such goods at the point of delivery.

3. PAYMENTS; SALES TAX; ELECTRONIC FUNDS TRANSFER.

(a) So long as Contractor has provided University with its current and accurate Federal Tax Identification Number in writing, University will pay Contractor for goods and services in accordance with Chapter 2251, Texas Government Code. University, an agency of the State of Texas, is exempt from Texas Sales & Use Tax on goods and services in accordance with §151.309, Texas Tax Code, and Title 34 Texas Administrative Code (TAC) §3.322.

(b) Section 51.012, Texas Education Code, authorizes University to make any payment through electronic funds transfer methods. Contractor agrees to receive payments from University through electronic funds transfer methods, including the automated clearing house system (also known as ACH). Prior to the first payment under this Purchase Order, University will confirm Contractor’s banking information. Any changes to Contractor’s banking information must be communicated to University in writing at least thirty (30) days in advance of the effective date of the change.

(c) University and Contractor will meet and discuss how to handle any and all proposed tariffs. Contractor cannot charge University for any tariffs or taxes without University’s express written agreement. Absent such agreement, no tariffs or taxes shall be charged to University.

4. WARRANTIES. In addition to all warranties established by law, Contractor hereby represents, covenants, certifies, warrants and agrees that:

(a) Contractor will comply with all requirements of this Purchase Order.

(b) If Contractor is a corporation, partnership, limited partnership, limited liability partnership, or limited liability company, it is duly organized, validly existing and in good standing under the laws of the state of its organization and is duly authorized and in good standing to conduct business in the State of Texas.

(c) Pursuant to §§2107.008 and 2252.903, Texas Government Code, Contractor agrees that any payments owing to Contractor under this Purchase Order may be applied directly toward any debt or delinquency that Contractor owes the State of Texas or any agency of the State of Texas regardless of when it arises, until such debt or delinquency is paid in full.

(d) In accordance with §231.006, Texas Family Code, the individual or business entity named in this Purchase Order is not ineligible to receive the award of or payment under this Purchase Order and this Purchase Order may be terminated and payment may be withheld if this certification is inaccurate.

(e) All goods and services covered by this Purchase Order will conform to the specifications, drawings, samples or other descriptions furnished or adopted by University (collectively, specifications), and will be new, of best quality and workmanship, and free from all defects. University will have the rights of inspection and approval and may reject and return goods or require reperformance of services at Contractor's expense if defective or not in compliance with University's specifications. Defects will not be deemed waived by University's failure to notify Contractor upon receipt of goods or completion of services or by payment of invoice.

(f) No disclosure, description, or other communication of any sort will be made by Contractor to any third person of the fact of University's purchase of goods or services under this Purchase Order, or of the details and characteristics of the goods or services, without University's prior written consent.

Anything furnished to Contractor by University pursuant to this Purchase Order including samples, drawings, patterns, and materials will remain the property of University, will be held at Contractor's risk, and will be returned to University upon University’s request, and no disclosure or reproduction thereof in any form will be made without University's prior written consent.

(g) Contractor is familiar with and is in full compliance with its obligations, if any, under all applicable federal, state and local, laws, regulations, and ordinances (collectively, Applicable Laws). Contractor warrants, represents, covenants and agrees that all persons providing services are duly registered and/or licensed under the laws, rules, and regulations of any authority having jurisdiction (collectively, Governmental Authorities).

(h) All goods delivered or services provided pursuant to this Purchase Order will conform to standards established for such goods and services by all Applicable Laws, including those standards promulgated by the federal Occupational Safety and Health Administration (OSHA) and the Texas Hazard Communication Act, Chapter 502, Texas Health and Safety Code (Texas hazard Communication Act).

(i) Contractor is familiar with and in full compliance with the Texas Hazard Communication Act and will provide either (1) a Material Safety Data Sheet (MSDS) for each product Contractor, its employees, agents or subcontractors brings on University’s premises, or (2) a statement of exemption if the product is not covered by the Texas Hazard Communication Act.

(j) Use or sale of any goods delivered under this Purchase Order, except (with respect to patents) goods produced to University's detailed design, will not infringe any adverse valid patent, copyright, trademark or other intellectual property right.

(k) The price to be paid by University will be that contained in Contractor's bid or proposal, which Contractor warrants to be no higher than Contractor's current prices on orders by others for goods or services of the kind covered by this Purchase Order for similar quantities to similar customers under similar conditions. In the event Contractor breaches its warranty, the prices will be reduced to Contractor's current prices on orders by others or, in the alternative, University may cancel this Purchase Order without liability to Contractor.

(l) Contractor will make records of Contractor's costs, reimbursable expenses and payments pertaining to this Purchase Order available to University or its authorized representative during business hours and retain those records for four (4) years after final payment or abandonment of the project, unless University otherwise instructs Contractor in writing.

(m) If this Purchase Order requires Contractor’s presence on University's premises or in University’s facilities, Contractor will cause its employees, representatives, agents, and subcontractors to become aware of, fully informed about, and in full compliance with all applicable University rules and policies, including those relative to personal health, security, environmental quality, safety, fire prevention, noise, smoking, and access restrictions.

(n) Contractor has not given or offered to give, nor does Contractor intend to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this Purchase Order.

(o) The foregoing representations, covenants, certifications, warranties and agreements will survive acceptance of goods as well as performance of services under this Purchase Order.

5. ACCESS BY INDIVIDUALS WITH DISABILITIES. Contractor represents and warrants (EIR Accessibility Warranty) the electronic and information resources and all associated information, documentation, and support Contractor provides to University under this Agreement (EIRs) comply with applicable requirements in 1 TAC Chapter 213 and 1 TAC §206.70 (ref. Subchapter M, Chapter 2054, Texas Government Code). To the extent Contractor becomes aware the EIRs, or any portion thereof, do not comply with the EIR Accessibility Warranty, then Contractor represents and warrants it will, at no cost to University, either (1) perform all necessary remediation to make the EIRs satisfy the EIR Accessibility Warranty or (2) replace the EIRs with new EIRs that satisfy the EIR Accessibility Warranty. If Contractor fails or is unable to do so, University may terminate this Agreement and, within thirty (30) days after termination, Contractor will refund to University all amounts University paid under this Agreement. Contractor will provide all assistance and cooperation necessary for performance and documentation of accessibility testing, planning, and execution criteria conducted by University or University’s third party http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.2251.htm http://texreg.sos.state.tx.us/public/readtac%24ext.TacPage?sl=R&app=9&p_dir&p_rloc&p_tloc&p_ploc&pg=1&p_tac&ti=34&pt=1&ch=3&rl=322 http://www.statutes.legis.state.tx.us/Docs/ED/htm/ED.51.htm#51.012 http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.2107.htm#2107.008 http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.2252.htm#2252.903 http://www.statutes.legis.state.tx.us/Docs/FA/htm/FA.231.htm#231.006 http://www.statutes.legis.state.tx.us/Docs/HS/htm/HS.502.htm http://texreg.sos.state.tx.us/public/readtac%24ext.ViewTAC?tac_view=4&ti=1&pt=10&ch=213 http://texreg.sos.state.tx.us/public/readtac%24ext.TacPage?sl=R&app=9&p_dir&p_rloc&p_tloc&p_ploc&pg=1&p_tac&ti=1&pt=10&ch=206&rl=70 http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.2054.htm#M testing resources, as required by 1 TAC §213.38(g).

6. ANTITRUST LAWS; CLAIMS FOR OVERCHARGES. Contractor warrants and represents that neither Contractor nor any party acting on behalf of Contractor has violated the antitrust laws of the United Sates or of the State of Texas. Contractor hereby assigns to University any and all claims for overcharges associated with this Purchase Order which arise under the antitrust laws of the United States, 15 U.S.C.A. §1, et seq., or of the State of Texas, Tex. Bus. & Comm. Code Sec. 15.01, et seq.

7. INDEPENDENT CONTRACTOR. In performing any services under this Purchase Order, Contractor is, and undertakes performance thereof as, an independent contractor, with sole responsibility for all persons employed in connection therewith, including exclusive liability for the payment of all federal, state, and local unemployment and disability insurance premiums and fees and all social security and other taxes and contributions payable in respect of such persons, from and against which liability Contractor agrees to indemnify, exonerate and hold harmless University.

8. INDEMNITY. CONTRACTOR WILL DEFEND, INDEMNIFY AND HOLD HARMLESS UNIVERSITY, THE BOARD OF REGENTS OF THE UNIVERSITY OF

TEXAS SYSTEM (BOARD) AND THE STATE OF TEXAS AND THEIR OFFICERS, AGENTS AND EMPLOYEES (COLLECTIVELY, THE INDEMNIFIED PARTIES) FROM AND AGAINST ALL DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS, EXPENSES, AND OTHER CLAIMS OF ANY NATURE, KIND, OR DESCRIPTION, INCLUDING REASONABLE ATTORNEYS’ FEES INCURRED IN INVESTIGATING, DEFENDING OR SETTLING ANY OF THE FOREGOING (COLLECTIVELY, CLAIMS) BY ANY PERSON OR ENTITY, ARISING OUT OF, IN CONNECTION WITH OR RESULTING FROM THIS PURCHASE ORDER OR THE GOODS OR SERVICES PROVIDED UNDER THIS PURCHASE ORDER, TO THE EXTENT CAUSED BY THE ACTS, OMISSIONS OR WILLFUL MISCONDUCT OF CONTRACTOR OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS OR SUPPLIERS. IN ADDITION, CONTRACTOR WILL DEFEND, INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM AND AGAINST ALL CLAIMS ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF, IN CONNECTION WITH OR RESULTING FROM THIS PURCHASE ORDER OR THE GOODS OR SERVICES PROVIDED UNDER THIS PURCHASE ORDER. EACH SUCH INDEMNIFICATION SHALL BE TO THE EXTENT OF THE COST OF GOODS AND

SERVICES PURCHASED BY UNIVERSITY FROM CONTRACTOR AS PART OF THIS TRANSACTION.

9. INSURANCE. Contractor will maintain and cause its agents, suppliers and subcontractors (if any) to maintain the following insurance coverages for at least the specified limits:

Coverages Limits Workers’ Compensation Statutory Limits Employer’s Liability $1,000,000 per accident and employee Commercial General Liability (including contractual liability) $1,000,000 per occurrence Personal & Advertising Injury $1,000,000 per occurrence Product/Completed Ops $1,000,000 aggregate Business Auto Liability $1,000,000 combined single limit General Aggregate $2,000,000 per policy limit

All policies (except Workers’ Compensation) will name University, the Board, and their officers and employees as Additional Insured. A Waiver of Subrogation in favor of University and the Board and thirty (30) day notice of cancellation is required on all policies. Certificates of insurance verifying the foregoing requirements will be provided to University prior to commencement of any services under this Purchase Order. Contractor will endorse all policies to require insurance carriers to notify University of cancellation, termination, material change, or non-renewal of any policy.

10. VENUE; GOVERNING LAW. Travis County, Texas, will be the proper place of venue for suit on or in respect of this Purchase Order. This Purchase Order, all of its terms and conditions, all rights and obligations of the parties, and all claims arising out of or relating to this Purchase Order, will be construed, interpreted and applied in accordance with, governed by and enforced under, the laws of the State of Texas.

11. ASSIGNMENT AND DELEGATION. Contractor may not assign any of its rights or delegate any of its obligations under this Purchase Order without

University's prior written consent. Any assignment or delegation attempted by Contractor in violation of this clause will be void and ineffective for all purposes.

12. ENTIRE AGREEMENT; MODIFICATIONS. This Purchase Order supersedes all prior agreements, written or oral, between Contractor and University and will constitute the entire agreement and understanding between the parties with respect to the subject matter hereof. This Purchase Order and each of its provisions will be binding upon the parties and may not be waived, modified, amended or altered except in writing.

13. BREACH OF CONTRACT CLAIMS. To the extent that Chapter 2260, Texas Government Code, is applicable to this Purchase Order and is not preempted by other applicable law, the dispute resolution process provided for in Chapter 2260 and the related rules adopted by the Texas Attorney General pursuant to Chapter 2260, will be used by University and Contractor to attempt to resolve any claim for breach of contract made by Contractor that cannot be resolved in the ordinary course of business. The chief business officer of University will examine Contractor's claim and any counterclaim and negotiate with Contractor in an effort to resolve such claims.

The parties specifically agree that (i) neither the execution of this Purchase Order by University nor any other conduct, action or inaction of any representative of University relating to this Purchase Order constitutes or is intended to constitute a waiver of University’s or the state's sovereign immunity to suit; and (ii) University has not waived its right to seek redress in the courts.

14. STATE AUDITOR’S OFFICE. Contractor understands that acceptance of funds under this Purchase Order constitutes acceptance of the authority of the

Texas State Auditor's Office, or any successor agency (collectively, Auditor), to conduct an audit or investigation in connection with those funds pursuant to §§51.9335(c), 73.115(c) and 74.008(c), Texas Education Code. Contractor agrees to cooperate with the Auditor in the conduct of the audit or investigation, including providing all records requested. Contractor will include this provision in all contracts with subcontractors.

15. LIMITATIONS. THE PARTIES ARE AWARE THAT THERE MAY BE CONSTITUTIONAL AND STATUTORY LIMITATIONS ON THE AUTHORITY OF UNIVERSITY (A STATE AGENCY) TO ENTER INTO CERTAIN TERMS AND CONDITIONS OF THIS PURCHASE ORDER, INCLUDING TERMS AND CONDITIONS (IF ANY) RELATING TO LIENS ON UNIVERSITY’S PROPERTY; DISCLAIMERS AND LIMITATIONS OF WARRANTIES; DISCLAIMERS AND LIMITATIONS OF LIABILITY FOR DAMAGES; WAIVERS, DISCLAIMERS AND LIMITATIONS OF LEGAL RIGHTS, REMEDIES, REQUIREMENTS AND PROCESSES; LIMITATIONS OF PERIODS TO BRING LEGAL ACTION; GRANTING CONTROL OF LITIGATION OR SETTLEMENT TO ANOTHER PARTY; LIABILITY FOR ACTS OR OMISSIONS OF THIRD PARTIES; PAYMENT OF ATTORNEYS’ FEES; DISPUTE RESOLUTION; INDEMNITIES; AND CONFIDENTIALITY (COLLECTIVELY, THE LIMITATIONS), AND TERMS AND CONDITIONS RELATED TO THE LIMITATIONS WILL NOT BE BINDING ON UNIVERSITY EXCEPT TO THE EXTENT

AUTHORIZED BY THE LAWS AND CONSTITUTION OF THE STATE OF TEXAS.

16. ETHICS MATTERS; NO FINANCIAL INTEREST. Contractor and its employees, agents, representatives and subcontractors have read and understand

University’s Conflicts of Interest Policy available at http://www.utsystem.edu/board-of-regents/policy-library/policies/uts180-conflicts-interest-commitment-outside-actvities, University’s Standards of Conduct Guide available at https://www.utsystem.edu/documents/docs/policies-rules/ut-system-administration-standards-conduct-guide, and applicable state ethics laws and rules available at https://www.utsystem.edu/offices/systemwide-compliance/ethics. Neither Contractor nor its employees, agents, representatives or subcontractors will assist or cause University employees to violate University’s Conflicts of Interest http://texreg.sos.state.tx.us/public/readtac%24ext.TacPage?sl=R&app=9&p_dir&p_rloc&p_tloc&p_ploc&pg=1&p_tac&ti=1&pt=10&ch=213&rl=38 https://www.gpo.gov/fdsys/granule/USCODE-2012-title15/USCODE-2012-title15-chap1-sec1 http://www.statutes.legis.state.tx.us/Docs/BC/htm/BC.15.htm http://www.statutes.legis.state.tx.us/Docs/BC/htm/BC.15.htm http://www.statutes.legis.state.tx.us/Docs/BC/htm/BC.15.htm http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.2260.htm http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.2260.htm http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.2260.htm http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.2260.htm http://www.statutes.legis.state.tx.us/Docs/ED/htm/ED.51.htm#51.9335 http://www.statutes.legis.state.tx.us/Docs/ED/htm/ED.73.htm#73.115 http://www.statutes.legis.state.tx.us/Docs/ED/htm/ED.74.htm#74.008 http://www.utsystem.edu/board-of-regents/policy-library/policies/uts180-conflicts-interest-commitment-outside-actvities http://www.utsystem.edu/board-of-regents/policy-library/policies/uts180-conflicts-interest-commitment-outside-actvities http://www.utsystem.edu/board-of-regents/policy-library/policies/uts180-conflicts-interest-commitment-outside-actvities https://www.utsystem.edu/documents/docs/policies-rules/ut-system-administration-standards-conduct-guide https://www.utsystem.edu/documents/docs/policies-rules/ut-system-administration-standards-conduct-guide https://www.utsystem.edu/documents/docs/policies-rules/ut-system-administration-standards-conduct-guide https://www.utsystem.edu/offices/systemwide-compliance/ethics

Policy, provisions described by University’s Standards of Conduct Guide, or applicable state ethics laws or rules. Contractor represents and warrants that no member of the Board has a direct or indirect financial interest in the transaction that is the subject of this Agreement.

Further, if applicable Contractor agrees to comply with §2252.908, Texas Government Code (Disclosure of Interested Parties Statute), and 1 TAC §§46.1 through 46.5 (Disclosure of Interested Parties Regulations), as implemented by the Texas Ethics Commission (TEC), including, among other things, providing the TEC and University with information required on the form promulgated by TEC. Contractor may learn more about these disclosure requirements, including the use of TEC’s electronic filing system, by reviewing the information on TEC’s website at https://www.ethics.state.tx.us/resources/FAQs/FAQ_Form1295.php.

17. NOTICES. Except as otherwise provided by this Section, all notices, consents, approvals, demands, requests or other communications provided for or permitted to be given under any of the provisions of this Purchase Order will be in writing and will be sent via certified mail, hand delivery, overnight courier, facsimile transmission (to the extent a facsimile number is set forth below), or email (to the extent an email address is set forth below) as provided below, and notice will be deemed given (i) if delivered by certified mail, when deposited, postage prepaid, in the United States mail, or (ii) if delivered by hand, overnight courier, facsimile (to the extent a facsimile number is set forth below) or email (to the extent an email address is set forth below), when received:

If to University: Assistant Vice President Procurement and Payment Services 1616 Guadalupe, Suite 3.302 Austin, Texas 78701 or other person or address as may be given in writing by either party to the other in accordance with this Section.

Notwithstanding any other requirements for notices given by a party under this Purchase Order, if Contractor intends to deliver written notice to University pursuant to §2251.054, Texas Government Code, then Contractor will send that notice to University as follows:

Assistant Vice President Procurement and Payment Services 1616 Guadalupe, Suite 3.302 Austin, Texas 78701 or other person or address as may be given in writing by University to Contractor in accordance with this Section.

18. UNDOCUMENTED WORKERS. The Immigration and Nationality Act (8 United States Code 1324a) (Immigration Act) makes it unlawful for an employer to hire or continue employment of undocumented workers. The United States Immigration and Customs Enforcement Service has established the Form I-9 Employment Eligibility Verification Form (I-9 Form) as the document to be used for employment eligibility verification (8 Code of Federal Regulations 274a).

Among other things, Contractor is required to: (1) have all employees complete and sign the I-9 Form certifying that they are eligible for employment; (2) examine verification documents required by the I-9 Form to be presented by the employee and ensure the documents appear to be genuine and related to the individual; (3) record information about the documents on the I-9 Form, and complete the certification portion of the I-9 Form; and (4) retain the I-9 Form as required by law. It is illegal to discriminate against any individual (other than a citizen of another country who is not authorized to work in the United States) in hiring, discharging, or recruiting because of that individual's national origin or citizenship status. If Contractor employs unauthorized workers during performance of this Purchase Order in violation of the Immigration Act then, in addition to other remedies or penalties prescribed by law, University may terminate this Purchase Order. Contractor represents and warrants that it is in compliance with and agrees that it will remain in compliance with the provisions of the Immigration Act.

19. STATE OF TEXAS COMPUTER EQUIPMENT RECYCLING PROGRAM CERTIFICATION. If Contractor is selling or leasing computer equipment (defined in Section 361.952 (2), Texas Health and Safety Code) to the University under this Purchase Order, then pursuant to §361.965, Texas Health and Safety Code, Contractor certifies that it is full compliance with the State of Texas Manufacturer Responsibility and Consumer Convenience Computer Equipment Collection and Recovery Act set forth in Subchapter Y, Chapter 361, Texas Health and Safety Code, and the rules adopted by the Texas Commission on Environmental Quality under that Act as set forth in 30 TAC Chapter 328. Contractor acknowledges that this Purchase Order may be terminated and payment may be withheld if this certification is inaccurate.

20. RESPONSIBILITY FOR INDIVIDUALS PERFORMING WORK; CRIMINAL BACKGROUND CHECKS. Each individual who is assigned to perform services under this Purchase Order will be an employee of Contractor or an employee of a subcontractor engaged by Contractor. Contractor is responsible for the performance of all individuals performing services under this Purchase Order. Prior to commencing services, Contractor will have an appropriate criminal background screening performed on all the individuals who will be performing services on University’s campus. Contractor will determine on a case-by-case basis whether each individual assigned to perform services is qualified to provide the services. Contractor will not knowingly assign any individual to provide services on University’s campus who has a history of criminal conduct unacceptable for a university campus or healthcare center, including violent or sexual offenses. Contractor will update the University each time there is a change in the individuals assigned to perform services on University’s campus.

21. FORCE MAJEURE. Neither party hereto will be liable or responsible to the other for any loss or damage or for any delays or failure to perform due to causes beyond its reasonable control including acts of God, strikes, epidemics, war, riots, flood, fire, sabotage, or any other circumstances of like character (force majeure occurrence). Provided, however, in the event of a force majeure occurrence, Contractor agrees to use its best efforts to mitigate the impact of the occurrence so that University may continue to provide services during the occurrence.

22. TERMINATION.

(a) Upon written notice to Contractor, University may terminate this Purchase Order, in whole or in part, without cause. Upon termination, Contractor will issue a pro-rated refund to University for goods and/or services that the University did not receive from Contractor prior to termination. If University terminates without cause, University will pay Contractor all reasonable costs incurred up to the date of termination. Under no circumstance will University pay Contractor for anticipatory or lost profits.

(b) In the event of a material failure by Contractor to perform in accordance with the terms of this Purchase Order (default), University may terminate this Purchase Order upon ten (10) days’ written notice of termination setting forth the nature of the default; provided that, the default is through no fault of University. Termination will not be effective if the default is fully cured by Contractor prior to the end of the ten-day period. In the event of such a default, the University may procure the goods and/or services from other sources and Contractor will be liable to the University for any excess costs the University incurs.

23. PUBLIC INFORMATION. University strictly adheres to all statutes, court decisions and opinions of the Texas Attorney General with respect to disclosure of public information under the Texas Public Information Act (TPIA), Chapter 552, Texas Government Code. In accordance with §552.002 of TPIA and §2252.907, Texas Government Code, and at no additional charge to University, Contractor will make any information created or exchanged with University pursuant to this Purchase Order (and not otherwise exempt from disclosure under TPIA) available in a format reasonably requested by University that is accessible by the public.

24. CONTRACTOR CERTIFICATION REGARDING BOYCOTTING ISRAEL. If applicable, pursuant to Chapter 2271, Texas Government Code, Contractor certifies

Contractor

(1) does not currently boycott Israel; and (2) will not boycott Israel during the Term of this Agreement. Contractor acknowledges this Agreement may be terminated and payment withheld if this certification is inaccurate.

25. CONTRACTOR CERTIFICATION REGARDING BUSINESS WITH CERTAIN COUNTRIES AND ORGANIZATIONS. Pursuant to Subchapter F, Chapter 2252, Texas Government Code, Contractor certifies Contractor is not engaged in business with Iran, Sudan, or a foreign terrorist organization. Contractor acknowledges this http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.2252.htm#2252.908 https://texreg.sos.state.tx.us/public/readtac%24ext.ViewTAC?tac_view=4&ti=1&pt=2&ch=46&rl=Y https://texreg.sos.state.tx.us/public/readtac%24ext.ViewTAC?tac_view=4&ti=1&pt=2&ch=46&rl=Y https://www.ethics.state.tx.us/resources/FAQs/FAQ_Form1295.php http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.2251.htm#2251.054 http://uscode.house.gov/view.xhtml?req=(title%3A8%20section%3A1324%20edition%3Aprelim)%20OR%20(granuleid%3AUSC-prelim-title8-section1324)&f=treesort&edition=prelim&num=0&jumpTo=true https://www.uscis.gov/i-9 https://www.uscis.gov/i-9 https://www.uscis.gov/i-9 https://www.uscis.gov/ilink/docView/SLB/HTML/SLB/0-0-0-1/0-0-0-11261/0-0-0-28757.html http://www.statutes.legis.state.tx.us/Docs/HS/htm/HS.361.htm#361.965 http://www.statutes.legis.state.tx.us/Docs/HS/htm/HS.361.htm#Y http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.552.htm http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.552.htm#552.002 http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.2252.htm#2252.907 https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2271.htm http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.2252.htm#F http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.2252.htm#F http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.2252.htm#F

Agreement may be terminated and payment withheld if this certification is inaccurate.

26. CYBERSECURITY TRAINING PROGRAM. If Contractor and/or its subcontractors, officers, or employees will have an account on a state computer system (for example, an account to an application, database, or network), then pursuant to Section 2054.5192, Texas Government Code, Contractor and its subcontractors, officers, and employees must complete a cybersecurity training program certified under Section 2054.519, Texas Government Code and selected by the University. The cybersecurity training program must be completed by Contractor and its subcontractors, officers, and employees during the term and any renewal period of this Agreement. Contractor shall verify completion of the program to the University.

27. TEXAS PUBLIC INFORMATION ACT - SUBCHAPTER J REQUIREMENTS. If applicable, pursuant to Section 552.372 of the Texas Government Code, Contractor must:

(1) preserve all contracting information (ref. Section 552.003(7), Texas Government Code) related to this Agreement as provided by the records retention requirements applicable to University for the duration of this Agreement;

(2) promptly provide to the University any contracting information related to this Agreement that is in the custody or possession of Contractor on request of the University; and

(3) on completion of this Agreement, either:

(A) provide at no cost to the University all contracting information related to this Agreement that is in the custody or possession of Contractor, or

(B) preserve the contracting information related to this Agreement as provided by the records retention requirements applicable to the University.

If applicable, the requirements of Subchapter J, Chapter 552, Government Code (Subchapter J) may apply to this Agreement and Contractor agrees that the Agreement can be terminated if Contractor knowingly or intentionally fails to comply with a requirement of Subchapter J.

University may not accept a bid for a contract described by Section 552.371, Texas Government Code or award the contract to an entity that the University has determined has knowingly or intentionally failed to comply with Subchapter J in a previous bid or contract described by Section 552.371 unless the University determines and documents that the entity has taken adequate steps to ensure future compliance with the requirements of Subchapter J.

If Contractor fails to comply with the requirements of Subchapter J applicable to Contractor, then University shall provide written notice to Contractor stating the requirement(s) of Subchapter J that Contractor has violated. If applicable, such notice will also advise Contractor that University may terminate this Agreement without further obligation to Contractor if (a) Contractor does not cure the violation on or before the 10th business day after the date the University provides the notice, (b) the University determines that Contractor has intentionally or knowingly failed to comply with a requirement of that Subchapter J, and

(c) the University determines that Contractor has not taken adequate steps to ensure future compliance with the requirements of Subchapter J. For purposes of the above, Contractor has taken adequate steps to ensure future compliance with Subchapter J if: (1) Contractor produces contracting information requested by the University that is in the custody or possession of Contractor not later than the 10th business day after the date the University makes the request and

(2) Contractor establishes a records management program to enable Contractor to comply with Subchapter J.

28. CONTRACTOR VERIFICATION REGARDING DISCRIMINATION AGAINST FIREARM ENTITIES OR TRADE ASSOCIATIONS. If applicable, pursuant to

Chapter 2274, Texas Government Code (enacted by SB 19, 87th Texas Legislature, Regular Session (2021)), Contractor verifies (1) it does not have a practice, policy, guidance or directive that discriminates against a firearm entity or firearm trade association and (2) it will not discriminate during the term of this Agreement against a firearm entity or firearm trade association. Contractor acknowledges this Agreement may be terminated and payment withheld if this verification is inaccurate.

29. CONTRACTOR VERIFICATION REGARDING BOYCOTTING ENERGY COMPANIES. If applicable, pursuant to Chapter 2276, Texas Government Code

(enacted by SB 13, 87th Texas Legislature, Regular Session (2021)), Contractor verifies (1) it does not boycott energy companies and (2) it will not boycott energy companies during the term of this Agreement. Contractor acknowledges this Agreement may be terminated and payment withheld if this verification is inaccurate.

30. CONTRACTOR CERTIFICATION REGARDING COVID-19 VACCINATION. Pursuant to Section 161.0085, Texas Health and Safety Code (enacted by SB 968, 87th Texas Legislature, Regular Session (2021)), Contractor certifies that it does not require a customer to provide any documentation certifying the customer's COVID- 19 vaccination or post-transmission recovery on entry to, to gain access to, or to receive service from Contractor’s business. Contractor acknowledges this Agreement may be terminated and payment withheld if this certification is inaccurate.

31. FEDERAL REQUIREMENTS FOR TELECOMMUNICATIONS EQUIPMENT OR SERVICES.

(a) Contractor represents that it will not provide covered telecommunications equipment or services, as defined in 2 CFR § 200.216, to University in the performance of this Agreement or any contract, subcontract, or other contractual instrument resulting from this Agreement.

(b) In the event Contractor identifies covered telecommunications equipment or services, as defined in 2 CFR § 200.216, used as a substantial or essential component of any system, or as critical technology as part of any system, during performance of this Agreement, or Contractor is notified of such by a subcontractor at any tier or by any other source, Contractor shall report information about the contract, equipment item, and mitigation measures to University within one business day, and provide University with an update within ten business days that includes measures to prevent recurrence.

32. CONTRACTOR CERTIFICATION RELATING TO CRITICAL INFRASTRUCTURE. If Contractor will be granted direct or remote access to or control of critical infrastructure in the State of Texas pursuant to Chapter 2275, Texas Government Code (enacted by SB 2116, 87th Texas Legislature, Regular Session (2021), Contractor certifies (A) it is neither owned by nor is the majority of stock or other ownership interest of the Contractor held or controlled by (i) individuals who are citizens of China, Iran, North Korea, Russia, or a country designated by the Governor of Texas as a threat to critical infrastructure under Section 2275.0103 of the Texas Government Code (a designated country) or (ii) a company or other entity, including a 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; and (B) it is not headquartered in China, Iran, North Korea, Russia, or a designated country. Contractor understands that the prohibitions set forth in the preceding sentence apply regardless of whether (1) Contractor’s or its parent company's securities are publicly traded or (2) Contractor or its parent company is listed on a public stock exchange as either (a) a Chinese, Iranian, North Korean, or Russian company or (b) a company of a designated country. Contractor acknowledges that this Agreement may be terminated and payment withheld if this certification is inaccurate.

33. CONTRACTOR COMPLIANCE AND WARRANTY RELATING TO CLOUD COMPUTING SERVICES. The Texas Department of Information Resources

(DIR) has established and implemented a state risk and authorization management program providing a standardized approach for security assessment, authorization, and continuous monitoring of cloud computing services (CCSs) that process (including storing or transmitting) the data of Texas state agencies (TX-RAMP). The requirements of TX-RAMP include Section 2054.0593 of the Texas Government Code, Title 1, Rule 202.77 of the Texas Administrative Code, and DIR’s TX-RAMP Manual.

Therefore, if Contractor will be providing CCSs under this Agreement, Contractor represents and warrants that throughout the term of this Agreement it will comply with the requirements of TX-RAMP and that all CCSs subject to TX-RAMP will comply with the requirements of and be certified under TX-RAMP. The CCSs subject to TX-RAMP include those provided by Contractor either through this Agreement or in furtherance of this Agreement, including CCSs provided through Contractor’s subcontractors or third-party providers. A CCS used in furtherance of this Agreement includes a CCS that Contractor or its subcontractors or third-party providers use to process (including storing or transmitting) University data, even if the University itself does not access or use that CCS.

Contractor’s subcontractors or third-party providers responsible solely for servicing or supporting a CCS provided by Contractor or another Contractor https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2054.htm#2054.5192 https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2054.htm#2054.519 https://statutes.capitol.texas.gov/Docs/GV/htm/GV.552.htm#552.372 https://statutes.capitol.texas.gov/Docs/GV/htm/GV.552.htm#552.003 https://statutes.capitol.texas.gov/Docs/GV/htm/GV.552.htm#J https://statutes.capitol.texas.gov/Docs/GV/htm/GV.552.htm#552.371 https://capitol.texas.gov/tlodocs/87R/billtext/html/SB00019F.htm https://capitol.texas.gov/tlodocs/87R/billtext/html/SB00013F.htm https://capitol.texas.gov/tlodocs/87R/billtext/html/SB00013F.htm https://capitol.texas.gov/BillLookup/History.aspx?LegSess=87R&Bill=SB968 https://capitol.texas.gov/BillLookup/History.aspx?LegSess=87R&Bill=SB968 https://capitol.texas.gov/BillLookup/History.aspx?LegSess=87R&Bill=SB968 https://capitol.texas.gov/BillLookup/Text.aspx?LegSess=87R&Bill=SB2116 https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2054.htm#2054.0593 https://texreg.sos.state.tx.us/public/readtac%24ext.TacPage?sl=R&app=9&p_dir&p_rloc&p_tloc&p_ploc&pg=1&p_tac&ti=1&pt=10&ch=202&rl=77 https://texreg.sos.state.tx.us/public/readtac%24ext.TacPage?sl=R&app=9&p_dir&p_rloc&p_tloc&p_ploc&pg=1&p_tac&ti=1&pt=10&ch=202&rl=77 https://texreg.sos.state.tx.us/public/readtac%24ext.TacPage?sl=R&app=9&p_dir&p_rloc&p_tloc&p_ploc&pg=1&p_tac&ti=1&pt=10&ch=202&rl=77 subcontractor or third-party provider shall not be required to provide evidence of TX-RAMP certification; instead, Contractor will be responsible for providing such evidence. The list of current TX-RAMP certified CCSs and DIR’s TX-RAMP Manual are set forth at https://dir.texas.gov/txramp.

Contractor understands and agrees that the University may not enter into or renew a contract with Contractor to purchase CCSs that are subject to TX-RAMP unless Contractor demonstrates compliance with TX-RAMP requirements. Contractor acknowledges this Agreement may be terminated and payment withheld if Contractor does not comply with TX-RAMP or this Section.

34. PAYMENT VIA SINGLE USE ACCOUNT. At University’s option, payment to Contractor may be made via the JP Morgan Chase Single Use Account Program.

Contractor would enroll in the program as required to facilitate payment under the Program. Participation in the Program by Contractor will be at no additional charge to University.

35. CONTRACTOR CERTIFICATION REGARDING COVID-19 VACCINATION. Pursuant to Section 161.0085, Texas Health and Safety Code (enacted by SB 968, 87th Texas Legislature, Regular Session (2021)), Contractor certifies that it does not require a customer to provide any documentation certifying the customer's COVID-19 vaccination or post-transmission recovery on entry to, to gain access to, or to receive service from Contractor’s business. Contractor acknowledges this Agreement may be terminated and payment withheld if this certification is inaccurate.

36. TRAVEL EXPENSES: If University specifies that travel is a part of the services under this Purchase Order, Contractor agrees and acknowledges that all travel expenses will be subject to The University of Texas at Austin Handbook of Business Procedures Travel Reimbursements Section 11.5 with regard to meals, lodging, mileage and all other expenses related to travel. Further, Contractor agrees and acknowledges that Contractor will not be reimbursed by University for expenses which are prohibited or which exceed the allowable amounts set forth in the Handbook of Business Procedures. As a condition precedent to receiving reimbursement for expenses and disbursements, Contractor will submit to University receipts, invoices, and other documentation as required by University.

37. PRESS RELEASES. Except when defined as part of the services, Contractor will not make any press releases, public statements, or advertisement referring to the Project or the engagement of Contractor as an independent contractor of University in connection with the Project, or release any information relative to the Project for publication, advertisement or any other purpose without the prior written approval of University.

38. UNIVERSITY MARKS AND LOGOS. Contractor acknowledges: (1) use of University’s trademarks, service marks, trade names, logos or other commercial or product designations (“Marks”) is governed by the policies and regulations found at https://www.utexas.edu/trademarks/, (2) separate prior written approval from the Director of the Office of Brand, Trademarks and Licensing may be required by either party to utilize University Marks, (3) the University cannot sponsor, act as a reference for, or otherwise publicly express a viewpoint or opinion on products or services, and (4) the representative issuing this Purchase Order on behalf of the University does not have any authority to convey any right or interest in University Marks.

39. DEBARMENT AND SUSPENSION UNDER PRESIDENTIAL EXECUTIVE ORDER 12549 AND EXECUTIVE ORDER 12689. The University of Texas at

Austin may not contract with parties listed on the governmentwide Excluded Parties List System in the General Services Administration's System for Award Management (SAM). SAM identifies (via active exclusions) entities that have been debarred, suspended, or excluded from receiving federal contracts, subcontracts, or federal assistance and benefits. In compliance with the Code of Federal Regulations (CFR) Section 180.300, the University includes suspension/debarment provisions in its purchase orders. By accepting the University’s purchase order, the supplier is certifying that, to the best of its knowledge, the supplier and/or any of its principals are not suspended or debarred. Contractor certifies that it is not subject to debarment or suspension by the U.S. government and the Texas government. Further, Contractor certifies that it is not subject to a vendor hold by the State of Texas. Contractor certifies that it is not subject to debarment or suspension by the Texas Comptroller.

40. CONFIDENTIALITY AND SAFEGUARDING OF UNIVERSITY RECORDS; LOCATION OF DATA. Under this Agreement, Contractor may (1) create, (2) receive from or on behalf of University, or (3) have access to, records or record systems (collectively, “University Records”). Among other things, University Records may contain social security numbers, credit card numbers, or data protected or made confidential or sensitive by applicable federal, state and local, laws, regulations, and ordinances, including the Gramm-Leach-Bliley Act (Public Law No: 106-102) and the Family Educational Rights and Privacy Act, 20 U.S.C. §1232g (“FERPA”). If University Records are subject to FERPA, (1) University designates Contractor as a University official with a legitimate educational interest in University Records, and (2) Contractor acknowledges that its improper disclosure or redisclosure of personally identifiable information from University Records will result in Contractor’s exclusion from eligibility to contract with University for at least five (5) years. Contractor represents, warrants, and agrees that it will: (1) hold University Records in strict confidence and will not use or disclose University Records except as (a) permitted or required by this Agreement, (b) required by law, or (c) otherwise authorized by University in writing; (2) safeguard University Records according to commercially reasonable administrative, physical and technical standards (such as standards established by (i) the National Institute of Standards and Technology and (ii) the Center for Internet Security, the Gramm-Leach-Bliley Act, as well as the Payment Card Industry Data Security Standards) that are no less rigorous than best practices in the data security industry; (3) continually monitor its operations and take any action necessary to assure that University Records are safeguarded and the confidentiality of University Records is maintained in accordance with all applicable federal, state and local, laws, regulations, and ordinances, including FERPA and the Gramm-Leach Bliley Act, and the terms of this Agreement; and (4) comply with the University’s rules, policies, and procedures regarding access to and use of University’s computer systems. Contractor represents, warrants and certifies that it complies with University’s Vendor Access Requirements, Section 22, at https://security.utexas.edu/policies/irusp#standard22. At the request of University, Contractor agrees to provide University with a written summary of the procedures Contractor uses to safeguard and maintain the confidentiality of University Records.

(a) Notice of Impermissible Use: If an impermissible use or unauthorized disclosure of any University Records occurs, Contractor will provide written notice to the University and its Chief Information Officer, within one (1) day after Contractor’s discovery of that use or disclosure. Contractor will promptly provide University with all information requested by University regarding the impermissible use or disclosure.

(b) Return of University Records: Contractor agrees that within thirty (30) days after the expiration or termination of this Purchase Order, for any reason, all University Records created or received from or on behalf of University will be (1) returned to University, with no copies retained by Contractor;

or (2) if return is not feasible, destroyed. Twenty (20) days before destruction of any University Records, Contractor will provide University with written notice of Contractor’s intent to destroy University Records. Within five (5) days after destruction, Contractor will confirm to University in writing the destruction of University Records.

(c) Disclosure: If Contractor discloses any University Records to a permitted subcontractor or agent, Contractor will require the permitted subcontractor or agent to comply with the same restrictions and obligations as are imposed on Contractor by this Section.

(d) Location of Data: All data must be stored on U.S. soil.

41. PROTECTED HEALTH INFORMATION. Contractor will not receive, use, or manage any protected health information (as defined in 45 C.F.R. § 164.501 and § 160.103) (“PHI”) in connection with the services provided under this Purchase Order. If Contractor will receive, use, or manage any PHI in connection with the services provided under this Purchase Order, the parties agree that any PHI shall be protected in accordance with the terms and conditions of a written business associate agreement entered into by University and Contractor.

42. UNIVERSITY’S DATA. Contractor agrees, that University will have and retain full…