4-02. Attachment A Execution of Submittal.pdf

Attachment A

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EXECUTION OF SUBMITTAL

In this document, the terms Contractor and Vendor, when referring to the following affirmations (whether framed as certifications, representations, warranties, or in other terms) refer to Respondent, and the affirmations apply to all Respondents regardless of their business form (e.g., individual, partnership, corporation).

Respondent represents and warrants all certifications, representations, warranties, and other provisions in this Affirmations and Solicitation Acceptance apply to Respondent and all of Respondent's principals, officers, directors, shareholders, partners, owners, agents, employees, subcontractors, independent contractors, and any other representatives who may provide services under, who have a financial interest in, or otherwise are interested in this Solicitation or any Contract resulting from this Solicitation.

Respondent must provide information, as applicable, and affirms, without exception, as follows:

1. Abortion Funding Limitation. Respondent represents and warrants that the contract is not a taxpayer resource transaction prohibited by Section 2273.003 of the Texas Government Code and that payments made by Agency to Respondent and Respondent’s receipt of appropriated funds under the contract are not prohibited by Article IX, Section 6.24 of the General Appropriations Act.

Respondent and Respondent’s receipt of appropriated funds under the contract are not prohibited by Article IX, Section 6.24 of the General Appropriations Act.

2. Antitrust Affirmation. The undersigned affirms under penalty of perjury of the laws of the State of

Texas that (a) in connection with this Response, neither I nor any representative of the Respondent has violated any provision of the Texas Free Enterprise and Antitrust Act, Texas Business and Commerce Code, Chapter 15; (b) in connection with this Response, neither I nor any representative of the Respondent has violated any federal antitrust law; and (c) neither I nor any representative of the Respondent has directly or indirectly communicated any of the contents of this Response to a competitor of the Respondent or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Respondent.

3. Artificial Intelligence Disclosure. Respondent certifies that its Response discloses each artificial intelligence system it may use to complete any deliverable or a portion of any deliverable under the Contract. “Artificial intelligence system” means a machine-based system that for explicit or implicit objectives infers from provided information a method to generate outputs, such as predictions, content, recommendations, or decisions, to influence a physical or virtual environment with varying levels of autonomy and adaptiveness after deployment. Respondent promises not to use an artificial intelligence system to perform the Contract without the prior written consent of the Agency.

4. Assignment. Respondent shall not assign its rights under the Contract or delegate the performance of its duties under the Contract without prior written approval from the TDCJ. Any attempted assignment in violation of this provision is void and without effect.

5. Buy Texas Affirmation. Respondent agrees to comply with Section 2155.4441 of the Texas

Government Code, requiring the purchase of products and materials produced in the State of Texas in performing service contracts.

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6. Child Support Obligation Affirmation. Under Section 231.006(d) of the Texas Family Code regarding child support, Respondent certifies the individual or business entity named in this Response is not ineligible to receive the specified payment and acknowledges the Contract may be terminated and payment may be withheld if this certification is inaccurate. Furthermore, any Respondent subject to Section 231.006 of the Texas Family Code, must include in the Response the names and social security numbers of each person with at least 25% ownership of the business entity submitting the Response. Enter name and social security numbers for each person. This information must be provided prior to Contract award.

Name:

SSN:

FEDERAL PRIVACY ACT NOTICE: This notice is given pursuant to the Federal Privacy Act.

Disclosure of requested social security numbers is required under Section 231.006(c) and Section 231.302(c)(2) of the Texas Family Code. The social security numbers will be used to identify persons that may owe child support and will be kept confidential to the fullest extent permitted by law. If submitted by email, Responses containing social security numbers must be encrypted.

Failure by a Respondent to provide or encrypt the social security numbers as required may result in disqualification of the Respondent's Response.

7. Complete and Accurate Information. Respondent represents and warrants that all statements and information provided to the TDCJ are current, complete, and accurate. This includes all statements and information in this Solicitation Response.

8. Computer Equipment Recycling Program. If Respondent is submitting a Response for the purchase or lease of computer equipment, then Respondent certifies it is in compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code related to the Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in 30 TAC Chapter 328.

9. Confidentiality. Any confidential information provided to or developed by the Contractor in the performance of the Contract shall be kept confidential, unless otherwise provided by law, and shall not be made available to any individual or organization by the Contractor or the Department without prior approval of the other party.

10. Contract Administration. Respondent shall recognize the TDCJ Contract Manager as the official point of contact for all matters relating to contract administration. Respondent agrees to provide timely notice of any issues requiring amendment, modification, or escalation, and shall not implement changes without prior written approval from the Contract Manager.

11. Contract Modification. No other agreements, oral or written, shall constitute a part of this Contract, unless such be made in writing, executed by the parties hereto or their successors, and expressly made a part thereof and approved in writing by the TDCJ.

12. Contract Monitoring and Reporting. Respondent shall cooperate with TDCJ’s contract monitoring activities, including submission of compliance reports, participation in site visits, and timely corrective action when deficiencies are identified. Respondent agrees to provide quarterly written reports detailing performance metrics, subcontractor compliance, and any material issues affecting contract execution.

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13. Contracting Information Responsibilities. Respondent represents and warrants it will comply with the requirements of Section 552.372(a) of the Texas Government Code. Except as provided by Section 552.374(c) of the Texas Government Code, the requirements of Subchapter J (Additional Provisions Related to Contracting Information), Chapter 552 of the Government Code, may apply to the Contract and the Respondent agrees the Contract can be terminated if the Respondent knowingly or intentionally fails to comply with a requirement of that subchapter.

14. COVID-19 Vaccine Passports. Respondent certifies that it does not require its customers 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 the Respondent’s business.

Respondent acknowledges that such a vaccine or recovery requirement would make Respondent ineligible for a state-funded contract.

15. Critical Infrastructure Affirmation. Pursuant to Texas Government Code, Section 2275.0102, Respondent certifies neither it nor its parent company, nor any affiliate of Respondent or its parent company, is: (1) majority owned or controlled by citizens or governmental entities of China, Iran, North Korea, Russia, or any other country designated by the Governor under Texas Government Code, Section 2275.0103, or (2) headquartered in any of those countries.

16. Critical Infrastructure Subcontracts: For purposes of this Paragraph, the designated countries are China, Iran, North Korea, Russia, and any countries lawfully designated by the Governor as a threat to critical infrastructure. Pursuant to the Business and Commercial Code, Section 113.002, the Contractor shall not enter into a subcontract that will provide direct or remote access to or control of critical infrastructure, as defined by Texas Business and Commerce Code, Section 113.001, in this State, other than access specifically allowed for product warranty and support purposes to any subcontractor unless (i) neither the subcontractor nor its parent company, nor any affiliate of the Subcontractor or its parent company, is majority owned or controlled by citizens or governmental entities of a designated country; and (ii) neither the Subcontractor nor its parent company, nor any affiliate of the Subcontractor or its parent company, is headquartered in a designated country. The Contractor will notify the Owner before entering into any subcontract that will provide direct, or remote access to or control of critical infrastructure, as defined by the Texas Business & Commerce Code Section 113.001, in this State.

17. Cybersecurity Training. Respondent represents and warrants it will comply with the requirements of Section 2054.5192 of the Texas Government Code relating to cybersecurity training and required verification of completion of the training program.

18. Dealings with Public Servants Affirmation. Respondent has not given, has not offered to give, and does not 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 Solicitation Response, this Solicitation, or any Contract resulting from this Solicitation.

19. Debts and Delinquencies Affirmation. Respondent agrees any payments due under any Contract resulting from this Solicitation, shall be applied towards any debt or delinquency that is owed to the State of Texas.

20. Disaster Recovery Plan. Respondent agrees that upon request of the TDCJ, Respondent shall provide copies of its most recent business continuity and disaster recovery plans.

21. Disclosure of Interested Parties. In accordance with Texas Government Code 2252.908, a governmental entity or state agency may not enter into a contract valued at $1 million dollars or

696-FD-26-Q037 Page 4 of 11 greater with a business entity unless the business entity, in accordance with Texas Administrative Code, Title 1, Part 2, Chapter 46, Rules 46.1, 46.3 and 46.5, submits a disclosure of interested parties to the governmental entity or state agency at the time the business entity submits the signed contract to the governmental entity or state agency. The following exemptions apply: a contract with a publicly traded business entity, including a wholly owned subsidiary of the business entity; a contract with an electric utility, as defined by Section 31.002, Utilities Code; or a contract with a gas utility, as defined by Section 121.001, Utilities Code. The disclosure of interested parties must be submitted on a form, and in a manner, prescribed by the Texas Ethics Commission. The Disclosure of Interested Parties Form (Form 1295) and instructions may be found at:

https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm.

22. Dispute Resolution. Subject to Texas Government Code, Section 2260.002, the dispute resolution process provided for in Chapter 2260 of the Texas Government Code and set forth below in subsections. (a) – (d) shall be used by the parties to attempt to resolve all disputes arising under this Contract. In accordance with the Texas Civil Practice and Remedies Code, Section 114.005, the parties agree claims encompassed by Texas Government Code, Section 2260.002(3) and Texas Civil Practice and Remedies Code Section 114.002 shall be governed by the dispute resolution process set forth below in subsections (a)-(d).

a. Notwithstanding Texas Government Code, Chapter 2260.002(3) and Chapter 114.012 and any other statute or applicable law, if the Contractor’s claim for breach of Contract cannot be resolved by the parties in the ordinary course of business, the Contractor may make a claim against the TDCJ for breach of the Contract and the TDCJ may assert a counterclaim against the Contractor as is contemplated by Texas Government Code, Chapter 2260, Subchapter B.

In such event, the Contractor must provide written notice to the TDCJ of a claim for breach of the contract not later than the 180th day after the date of the event giving rise to the claim. The notice must state with particularity: (1) the nature of the alleged breach; (2) the amount the Contractor seeks as damages; and (3) the legal theory of recovery.

b. The Executive Director officer, or if designated in the Contract, another officer of the TDCJ, shall examine the claim and any counterclaim and negotiate with the Contractor in an effort to resolve them. The negotiation must begin no later than the 120th day after the date the claim is received, as is contemplated by Texas Government Code, Chapter 2260, Section 2260.052.

c. If the negotiation under paragraph (b) above results in the resolution of some disputed issues by agreement or in a settlement, the parties shall reduce the agreement or settlement to writing and each party shall sign the agreement or settlement. A partial settlement or resolution of a claim does not waive a party’s rights under this Contract as to the parts of the claim that are not resolved.

d. If a claim is not entirely resolved under paragraph (b) above, on or before the 270th day after the date the claim is filed with the TDCJ, unless the parties agree in writing to an extension of time, the parties may agree to mediate a claim made under this dispute resolution procedure.

This dispute resolution procedure is the Contractor’s sole and exclusive process for seeking a remedy for an alleged breach of Contract by the TDCJ if the parties are unable to resolve their disputes as described in this Section.

e. Nothing in the Contract shall be construed as a waiver of the State’s or the TDCJ’s sovereign immunity. This Contract shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the State of Texas. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the State of Texas under this Contract or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. The TDCJ does not waive any privileges, rights, defenses, or immunities

696-FD-26-Q037 Page 5 of 11 available to the TDCJ by entering into this Contract or by its conduct, or by the conduct of any representative of the TDCJ, prior to or subsequent to entering into this Contract.

f. Compliance with the dispute resolution process provided for in Texas Government Code, Chapter 2260, subchapter B and incorporated by reference in subsection (a)-(d) above is a condition precedent to the Contractor:

(1) filing suit pursuant to Chapter 114 of the Civil Practices and Remedies Code; or

(2) initiating a contested case hearing pursuant to Subchapter C of Chapter 2260 of the Texas Government Code.

g. Respondent specifically acknowledges this RFQ does not create a right to recover attorney’s fees. Respondent specifically waives the right to recover attorney’s fees under Chapter 2260.

23. Disclosure of Prior State Employment – Consulting Services. In accordance with Section

2254.033 of the Texas Government Code, relating to consulting services, Respondent certifies it does not employ an individual who has been employed by the TDCJ or another agency at any time during the two years preceding the submission of the Response or, in the alternative, Respondent has disclosed in its Response the following:

a. The nature of the previous employment with the TDCJ or the other State of Texas agency:

b. The date the employment was terminated and the reason for the termination:

c. The annual rate of compensation for the employment at the time of its termination:

24. Energy Company Boycotts. If Respondent is required to make a verification pursuant to Section

2276.002 of the Texas Government Code, Respondent verifies Respondent does not boycott energy companies and will not boycott energy companies during the term of the Contract. If Respondent does not make that verification, Respondent must so indicate in its Response and state why the verification is not required.

25. Enforcement of Certain Federal Firearms Laws Prohibited. In accordance with House Bill 957, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 2.101 is applicable to the Respondent, the Respondent certifies it is not ineligible to receive state grant funds pursuant to Texas Government Code, Section 2.103.

26. Entities that Boycott Israel. Pursuant to Section 2271.002 of the Texas Government Code, Respondent certifies that either (1) it meets an exemption criterion under Section 2271.002; or (2) it does not boycott Israel and will not boycott Israel during the term of the Contract resulting from this Solicitation. If Respondent refuses to make that certification, Respondent shall state here any facts that make it exempt from the boycott certification:

27. Ethics and Compliance Training. Respondent certifies that its employees and subcontractors performing under this Contract will complete ethics and compliance training, including reporting obligations for suspected fraud, waste, or abuse, consistent with Texas Government Code

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§2262.003. Respondent agrees to maintain documentation of training completion and provide such documentation upon request.

28. E-Verify. Respondent certifies that for contracts for services, Respondent shall utilize the U.S.

Department of Homeland Security’s E-Verify system during the term of the Contract to determine the eligibility of:

a. all persons employed by the Respondent to perform duties within Texas; and

b. all persons, including subcontractors, assigned by the Respondent to perform work pursuant to the Contract within the United States of America.

29. Excess Obligations Prohibited. The Contract is subject to termination or cancellation, without penalty to the TDCJ, either in whole or in part, subject to the availability of state funds. The TDCJ is a state agency whose authority and appropriations are subject to actions of the Texas Legislature.

If the TDCJ becomes subject to a legislative change, revocation of statutory authority, or lack of appropriated funds which would render either the TDCJ’s or Respondent’s delivery or performance under the Contract impossible or unnecessary, the Contract will be terminated or cancelled and be deemed null and void. In the event of a termination or cancellation under this Section, the TDCJ will not be liable to the Respondent for any damage that is caused or associated with such termination, or cancellation, and the TDCJ will not be required to give prior notice.

30. Excluded Parties. Respondent certifies that it is not listed in the prohibited vendors list authorized by Executive Order Number 13224, “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism,” published by the United States Department of the Treasury, Office of Foreign Assets Control.

31. Executive Head of a State Agency Affirmation. In accordance with Section 669.003 of the Texas

Government Code, relating to contracting with the executive head of a state agency, Respondent certifies it is not (1) the executive head of the TDCJ, (2) a person who at any time during the four years before the date of the Contract was the executive head of the TDCJ, or (3) a person who employs a current or former executive head of the TDCJ.

32. False Statements. Respondent represents and warrants all statements and information prepared and submitted in this document are current, complete, true, and accurate. Submitting a Response with a false statement or material misrepresentations made during the performance of a contract is a material breach of contract and may void the submitted Response and any resulting contract.

33. Financial Participation Prohibited Affirmation. Pursuant to Section 2155.004(b) of the Texas

Government Code, Respondent certifies the individual or business entity named in this Response or Contract is not ineligible to receive the specified Contract and acknowledges the Contract may be terminated and payment withheld if this certification is inaccurate.

34. Firearm Entities and Trade Associations Discrimination. Respondent is required to make a verification pursuant to Section 2274.002 of the Texas Government Code, Respondent verifies that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. If Respondent does not make that verification, Respondent must so indicate in its Response and state why the verification is not required.

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35. Foreign Terrorist Organizations. Respondent represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as prohibited by Section 2252.152 of the Texas Government Code.

36. Former Agency Employees. Respondent represents and warrants that none of its employees, including, but not limited to, those authorized to provide services under the contract, were former employees of the Agency during the twelve (12) month period immediately prior to the date of execution of the contract.

37. Funding Eligibility. Respondent understands, acknowledges, and agrees that, pursuant to

Chapter 2272 (eff. Sept. 1, 2021, Ch. 2273) of the Texas Government Code, except as exempted under that Chapter, the TDCJ cannot contract with an abortion provider or an affiliate of an abortion provider. Respondent certifies that it is not ineligible to contract with the TDCJ under the terms of Chapter 2272 (eff. Sept. 1, 2021, Ch. 2273) of the Texas Government Code. If Respondent refuses to make that certification, Respondent shall state here any facts that make it exempt from the certification:

38. Governing Law and Venue. The Contract shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions. The venue of any suit arising under the Contract is fixed in any court of competent jurisdiction of Travis County, Texas, unless the specific venue is otherwise identified in a statute which directly names or otherwise identifies its applicability to the TDCJ.

39. Hardening of State. Respondent certifies that neither it, nor its holding companies or subsidiaries, is: (a) Listed in Section 889 of the 2019 National Defense Authorization Act; (b) Listed in Section 1260H of the 2021 National Defense Authorization Act; 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. Section 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. Section 791.4.

If it is determined that Respondent has violated the certifications set forth in this Section, then (1) Respondent shall be in breach of contract, (2) Agency shall have the option to terminate the contract for cause without prior notice, and (3) in addition to any other rights or remedies available to Agency under the contract, Respondent shall be responsible for all costs incurred by Agency to obtain substitute services to replace the terminated contract.

40. Human Trafficking Prohibition. Under Section 2155.0061 of the Texas Government Code, the

Respondent certifies the individual or business entity named in this Response or Contract is not ineligible to receive the specified Contract and acknowledges this Contract may be terminated and payment withheld if this certification is inaccurate.

41. Indemnification. THE RESPONDENT SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS

THE STATE OF TEXAS, THE TDCJ, THE TBCJ, AND/OR THEIR OFFICERS, AGENTS,

EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES

FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL

RELATED COSTS, ATTORNEY FEES, AND EXPENSES ARISING OUT OF, OR RESULTING

FROM ANY ACTS OR OMISSIONS OF THE RESPONDENT OR ITS AGENTS, EMPLOYEES,

SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN THE

EXECUTION OR PERFORMANCE OF THE CONTRACT AND ANY PURCHASE ORDERS

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ISSUED UNDER THE CONTRACT. THE DEFENSE SHALL BE COORDINATED BY THE

CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE

AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND THE RESPONDENT MAY NOT

AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM

THE OFFICE OF THE ATTORNEY GENERAL. THE RESPONDENT AND THE DEPARTMENT

AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

THE TDCJ SHALL NOT INDEMNIFY RESPONDENT OR ANY OTHER ENTITY UNDER THE

CONTRACT.

42. Independent Contractor. Respondent acknowledges and agrees that it is furnishing products and services in the capacity of an independent contractor and that Respondent, and its personnel are not employees of the Agency or the State of Texas.

43. Intellectual Property Indemnification. RESPONDENT SHALL DEFEND, INDEMNIFY, AND

HOLD HARMLESS AGENCY AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL

CLAIMS, VIOLATIONS, MISAPPROPRIATIONS OR INFRINGEMENT OF ANY PATENT,

TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY

RIGHTS AND/OR OTHER INTANGIBLE PROPERTY, PUBLICITY OR PRIVACY RIGHTS,

AND/OR IN CONNECTION WITH OR ARISING FROM: (1)THE PERFORMANCE OR ACTIONS

OF RESPONDENT PURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLE, WORK

PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR

(3) AGENCY’SAND/OR RESPONDENT’S USE OF OR ACQUISITION OF ANY REQUESTED

SERVICES OR OTHER ITEMS PROVIDED TO AGENCY BY RESPONDENT OR OTHERWISE

TO WHICH AGENCY HAS ACCESS AS A RESULT OF RESPONDENT’S PERFORMANCE

UNDER THE CONTRACT. RESPONDENT AND AGENCY AGREE TO FURNISH TIMELY

WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. RESPONDENT SHALL BE LIABLE

TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS’ FEES. THE DEFENSE SHALL

BE COORDINATED BY RESPONDENT WITH THE OFFICE OF THE TEXAS ATTORNEY

GENERAL(OAG) WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY

LAWSUIT AND RESPONDENT MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST

OBTAINING THE CONCURRENCE FROM OAG. IN ADDITION, RESPONDENT WILL

REIMBURSE AGENCY AND THE STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS,

EXPENSES OR OTHER AMOUNTS, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES

AND COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF AGENCY DETERMINES THAT A

CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF RESPONDENT OR IF

AGENCY IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, AGENCY

WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND RESPONDENT WILL PAY ALL

REASONABLE COSTS OF AGENCY’S COUNSEL.

44. Legal & Regulatory Actions. Respondent represents and warrants that it is not aware of and has received no notice of any court or governmental agency actions, proceedings or investigations, etc., pending or threatened against Respondent or any of the individuals or entities included in the Response within the five (5) calendar years Immediately preceding the submission of the Response that would or could impair Respondent’s performance under the contract, relate to the solicited or similar goods or services, or otherwise be relevant to Agency’s consideration of the Response. If Respondent is unable to make the preceding representation and warranty, then Respondent instead represents and warrants that it has included as a detailed attachment in its Response a complete disclosure of any such court or governmental agency actions, proceedings or investigations, etc. that would or could impair Respondent’s performance under the contract, relate to the solicited or similar goods or services, or otherwise be relevant to Agency’s consideration of

696-FD-26-Q037 Page 9 of 11 the Response. In addition, Respondent represents and warrants that it shall notify Agency in writing within five (5) business days of any changes to the representations or warranties in this clause and understands that failure to so timely update Agency shall constitute breach of contract and may result in immediate termination of the contract.

45. Lobbying Prohibition. Respondent represents and warrants that Agency’s payments to

Respondent and Respondent’s receipt of appropriated or other funds under the contract are not prohibited by Sections 556.005 or 556.0055 of the Texas Government Code.

46. No Conflicts of Interest. Respondent represents and warrants that the provision of goods and services or other performance under the contract will not constitute an actual or potential conflict of interest or reasonably create an appearance of impropriety.

47. Permits, Certifications, and Licenses. Respondent represents and warrants that it has determined what licenses, certifications and permits are required under the contract and has acquired all applicable licenses, certifications, and permits.

48. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment

(2 CFR 200.216). Respondent certifies the individual or business entity named in this Response or Contract is not ineligible to receive the specified Contract or funding pursuant to 2 CFR 200.216.

49. Prior Disaster Relief Contract Violation. Sections 2155.006 and 2261.053 of the Texas

Government Code, prohibit state agencies from accepting a Response or awarding a Contract that includes proposed financial participation by a person who, in the past five years, has been convicted of violating a federal law or assessed a penalty in connection with a contract involving relief for Hurricane Rita, Hurricane Katrina, or any other disaster, as defined by Section 418.004 of the Texas Government Code, occurring after September 24, 2005. Under Sections 2155.006 and 2261.053 of the Texas Government Code, Respondent certifies the individual or business entity named in this Response or Contract is not ineligible to receive the specified Contract and acknowledges this Contract may be terminated and payment withheld if this certification is inaccurate.

50. Public Information Act. Respondent understands the TDCJ will comply with the Texas Public

Information Act (Chapter 552 of the Texas Government Code) as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas. Information, documentation, and other material prepared and submitted in connection with this Solicitation, or any resulting Contract may be subject to public disclosure pursuant to the Texas Public Information Act. In accordance with Section 2252.907 of the Texas Government Code, Respondent is required to make any information created or exchanged with the State pursuant to the Contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the State.

51. Remedies and Liquidated Damages. Respondent acknowledges and agrees that failure to meet performance standards, timelines, or deliverables as specified in the Contract may subject Respondent to remedies available to TDCJ under law and this Contract, including withholding payments, suspension, or termination. Respondent further acknowledges that liquidated damages may be assessed where specified in the Contract documents, and that such damages are not a penalty but represent a reasonable estimate of the damage TDCJ will sustain due to delay or non-performance.

52. Restricted Employment for Certain State Personnel. Pursuant to Section 572.069 of the Texas

Government Code, Respondent certifies that it has not employed and will not employ a former state

696-FD-26-Q037 Page 10 of 11 officer or employee who participated in a procurement or contract negotiations for Agency involving Respondent within two (2) years after the date that the contract is signed, or the procurement is terminated or withdrawn. This certification only applies to former state officers or employees whose state service or employment ceased on or after September 1, 2015.

53. Risk Assessment and Mitigation. Respondent shall submit, upon request, a risk assessment identifying potential operational, financial, and compliance risks associated with contract performance. Respondent shall also provide mitigation strategies and agree to update the risk assessment annually or upon significant changes in contract scope.

54. Severability. If any provision of the contract is construed to be illegal or invalid, such construction will not affect the legality or validity of any of its other provisions. The illegal or invalid provision will be deemed severable and stricken from the contract as if it had never been incorporated herein, but all other provisions will continue in full force and effect.

55. Signature Authority. By submitting this Response, the Respondent represents and warrants the individual submitting this document and the documents made part of this Response is authorized to sign such documents on behalf of the Respondent and to bind the Respondent under any Contract that may result from the submission of this Response.

Respondent represents and certifies each of the above numbered statements, except to the extent that its Response specifically identifies one or more of the statements and describes each fact and circumstance which prevent it from making the representation and certification. Furthermore, Respondent promises to promptly notify the Comptroller if any of these representations or certifications are no longer true. The Respondent makes the foregoing Representations and Certifications as part of its Response.

56. State Auditor’s Right to Audit. The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Contract or indirectly through a subcontract under the Contract. The acceptance of funds directly under the Contract or indirectly through a subcontract under the Contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit.

57. Suspension and Debarment. Respondent certifies that it and its principals are not suspended or debarred from doing business with the state or federal government as listed on the State of Texas Debarred Vendor List maintained by the Texas Comptroller of Public Accounts and the System for Award Management (SAM) maintained by the General Services Administration.

58. Termination for Non-Appropriations. The Contract is subject to termination or cancellation, without penalty to the TDCJ, either in whole or in part, subject to the availability of state funds. The TDCJ is a state agency whose authority and appropriations are subject to actions of the Texas Legislature. If the TDCJ becomes subject to a legislative change, revocation of statutory authority, or lack of appropriated funds which would render either the TDCJ’s or Respondent’s delivery or performance under the Contract impossible or unnecessary, the Contract will be terminated or cancelled and be deemed null and void. In the event of a termination or cancellation under this Section, the TDCJ will not be liable to the Respondent for any damages, that are caused or associated with such termination, or cancellation, and the TDCJ will not be required to give prior notice.

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59. Terms and Conditions Attached to Response. Any terms and conditions attached to a Response will not be considered unless specifically referred to in the Response.

60. Texas Bidder Affirmation. Respondent certifies that if a Texas address is shown as the address of the Respondent on this Response, the Respondent qualifies as a Texas Bidder as defined in Section 2155.444(c) of the Texas Government Code.

61. Unfair Business Practices. Respondent represents and warrants that it has not been the subject of allegations of Deceptive Trade Practices violations under Chapter 17 of the Texas Business and Commerce Code, or allegations of any unfair business practice in any administrative hearing or court suit and that Respondent has not been found to be liable for such practices in such proceedings. Respondent certifies that it has no officers who have served as officers of other entities who have been the subject of allegations of Deceptive Trade Practices violations or allegations of any unfair business practices in an administrative hearing or court suit and that such officers have not been found to be liable for such practices in such proceedings.

62. Vendor Performance Tracking System (VPTS). Respondent acknowledges that performance under this Contract will be reported by the Owner to the Texas Comptroller of Public Accounts’ Vendor Performance Tracking System (VPTS) in accordance with Texas Government Code §2262.055. Respondent further acknowledges that such reporting will occur during and after contract performance, and that negative performance reports may affect eligibility for future state contracts.

63. Waiver. No waiver, by either party, of any default of the other under this Contract shall operate as a waiver of any future or other default, whether of a like or different character or nature.

The Respondent makes the foregoing Representations and Certifications as part of its Response.

Firm Owner(s), Partners, Sole Proprietors, Share Holder(s) of twenty-five percent (25%) interest:

Name: Name:

RESPECTFULLY SUBMITTED:

If a corporation, attach a corporation resolution or other official corporate documentation, which states that the person signing this response is an authorized person to sign for and legally bind the corporation.

Authorized Signature:

Printed Name and Title:

Telephone:

Respondent's Corporate Charter No.: