6-A01B Exec of Offer 0126.pdf

OGC Template 0725

SECTION 2

EXECUTION OF OFFER

THIS EXECUTION OF OFFER MUST BE COMPLETED, SIGNED AND RETURNED WITH

PROPOSER'S PROPOSAL. FAILURE TO COMPLETE, SIGN AND RETURN THIS EXECUTION OF

OFFER WITH THE PROPOSER’S PROPOSAL MAY RESULT IN THE REJECTION OF THE

PROPOSAL.

2.1 Representations and Warranties.

Proposer represents, warrants, certifies, acknowledges, and agrees as follows:

2.1.1 Proposer will furnish Work to University and comply with all terms, conditions, requirements and specifications set forth in this RFP and any resulting Agreement.

2.1.2 This RFP is a solicitation for a proposal and is not a contract or an offer to contract Submission of a proposal by Proposer in response to this RFP will not create a contract between University and Proposer. University has made no representation or warranty, written or oral, that one or more contracts with University will be awarded under this RFP. Proposer will bear, as its sole risk and responsibility, any cost arising from Proposer’s preparation of a response to this

RFP.

2.1.3 Proposer is a reputable company that is lawfully and regularly engaged in providing Work.

2.1.4 Proposer has the necessary experience, knowledge, abilities, skills, and resources to perform Work.

2.1.5 Proposer is aware of, is fully informed about, and is in full compliance with all applicable federal, state and local laws, rules, regulations and ordinances relating to performance of Work.

2.1.6 Proposer understands (i) the requirements and specifications set forth in this RFP and (ii) the terms and conditions set forth in the Agreement under which Proposer will be required to operate.

2.1.7 Proposer will not delegate any of its duties or responsibilities under this RFP or the Agreement to any sub-contractor, except as expressly provided in the Agreement.

2.1.8 Proposer will maintain any insurance coverage required by the Agreement during the entire term.

DEPARTMENT OF PURCHASING | HUB PROGRAMS | Mail Code 7962 | 7703 Floyd Curl Drive | San Antonio, Texas 78229-3900

210.562.6200 | www.uthscsa.edu | https://wp.uthscsa.edu/purchasing/ file://cfs/links/FS/Purchasing/Z_SHARED%20Management/BIDS/FY2022/1%20RFP%20745-22-PXX%20Master%20File%20February%202022/1_Working%20Documents/1_Draft%20Documents/www.uthscsa.edu https://wp.uthscsa.edu/purchasing/

2.1.9 All statements, information and representations prepared and submitted in response to this RFP are current, complete, true and accurate. University will rely on such statements, information and representations in selecting Contractor. If selected by University, Proposer will notify University immediately of any material change in any matters with regard to which Proposer has made a statement or representation or provided information.

2.1.10 PROPOSER WILL DEFEND WITH COUNSEL APPROVED BY UNIVERSITY,

INDEMNIFY, AND HOLD HARMLESS UNIVERSITY, UT SYSTEM, THE STATE

OF TEXAS, AND ALL OF THEIR REGENTS, OFFICERS, AGENTS AND

EMPLOYEES, FROM AND AGAINST ALL ACTIONS, SUITS, DEMANDS,

COSTS, DAMAGES, LIABILITIES AND OTHER CLAIMS OF ANY NATURE,

KIND OR DESCRIPTION, INCLUDING REASONABLE ATTORNEYS’ FEES

INCURRED IN INVESTIGATING, DEFENDING OR SETTLING ANY OF THE

FOREGOING, ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM

(1) ANY NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT OF

PROPOSER OR ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR

SUPPLIER OF PROPOSER IN THE PERFORMANCE, EXECUTION OR

SUBMISSION OF THIS RFP OR (2) PROPOSER’S PERFORMANCE UNDER

ANY CONTRACT OR AGREEMENT RESULTING FROM THIS RFP.

2.1.11 Pursuant to §§2107.008 and 2252.903, Government Code, any payments owing to Proposer under the Agreement may be applied directly to any debt or delinquency that Proposer 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.

2.1.12 Any terms, conditions, or documents attached to or referenced in Proposer’s proposal are applicable to this procurement only to the extent that they (a) do not conflict with the laws of the State of Texas or this RFP, and (b) do not place any requirements on University that are not set forth in this RFP. Submission of a proposal is Proposer's good faith intent to enter into the Agreement with University as specified in this RFP and that Proposer’s intent is not contingent upon University's acceptance or execution of any terms, conditions, or other documents attached to or referenced in Proposer’s proposal.

2.1.13 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.

https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2107.htm#2107.008 https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2252.htm#2252.903 https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2271.htm

2.1.14 Pursuant to Subchapter F, Chapter 2252, Texas Government Code, Proposer certifies it is not engaged in business with Iran, Sudan, or a foreign terrorist organization. Proposer acknowledges any contract or agreement resulting from this RFP may be terminated and payment withheld if this certification is inaccurate.

2.1.15 Pursuant to Chapter 2274, Texas Government Code, Proposer 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 any contract or agreement resulting from this RFP against a firearm entity or firearm trade association. Proposer acknowledges any contract or agreement resulting from this RFP may be terminated and payment withheld if this verification is inaccurate.

2.1.16 Pursuant to Chapter 2276, Texas Government Code, Proposer verifies (1) it does not boycott energy companies and (2) it will not boycott energy companies during the term of any contract or agreement resulting from this RFP. Proposer acknowledges any contract or agreement resulting from this RFP may be terminated and payment withheld if this verification is inaccurate.

2.1.17 Pursuant to Section 161.0085, Texas Health and Safety Code (enacted by SB

968, 87th Texas Legislature, Regular Session (2021)), Proposer 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 Proposer’s business. Proposer acknowledges any contract or agreement resulting from this RFP may be terminated and payment withheld if this certification is inaccurate.

2.1.18 Pursuant to Executive Order GA-48 of the Governor of Texas effective November

19, 2024, Proposer certifies that it and, if applicable, any of its holding companies or subsidiaries, is not:

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

b. Listed in Section 1260H of the 2021 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.

2.2 No Benefit to Public Servants. Proposer has not given or offered to give, nor does Proposer 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 its proposal.

Failure to sign this Execution of Offer, or signing with a false statement, may void the submitted proposal or any resulting Agreement, and Proposer may be removed from all proposer lists at University.

2.3 Tax Certification. Proposer is not currently delinquent in the payment of any taxes due under Chapter 171, Tax Code, or Proposer is exempt from the payment of those taxes, or Proposer is an out-of-state taxable entity that is not subject to those taxes, whichever is applicable. A false certification will be deemed a material breach of any resulting contract or agreement and, at University's option, may result in termination of any resulting Agreement.

http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.2252.htm#F https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2274.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2276.htm https://capitol.texas.gov/BillLookup/History.aspx?LegSess=87R&Bill=SB968 https://gov.texas.gov/uploads/files/press/EO-GA-48_Hardening_State_Government_FINAL_11-19-2024.pdf https://www.ecfr.gov/current/title-15/subtitle-B/chapter-VII/subchapter-E/part-791/subpart-A/section-791.4 https://www.ecfr.gov/current/title-15/subtitle-B/chapter-VII/subchapter-E/part-791/subpart-A/section-791.4 https://www.ecfr.gov/current/title-15/subtitle-B/chapter-VII/subchapter-E/part-791/subpart-A/section-791.4 http://www.statutes.legis.state.tx.us/Docs/TX/htm/TX.171.htm

2.4 Antitrust Certification. Neither Proposer nor any firm, corporation, partnership or institution represented by Proposer, nor anyone acting for such firm, corporation or institution, has violated the antitrust laws of the State of Texas, codified in §15.01 et seq., Business and Commerce Code, or the Federal antitrust laws, nor communicated directly or indirectly the proposal made to any competitor or any other person engaged in such line of business.

2.5 Authority Certification. The individual signing this document and the documents made a part of this RFP, is authorized to sign the documents on behalf of Proposer and to bind Proposer under any resulting Agreement.

2.6 Child Support Certification. Under §231.006, Family Code, relating to child support, the individual or business entity named in Proposer’s proposal is not ineligible to receive award of the Agreement, and any Agreements resulting from this RFP may be terminated if this certification is inaccurate.

2.7 Relationship Certifications.

• No relationship, whether by blood, marriage, business association, capital funding agreement or by any other such kinship or connection exists between the owner of any Proposer that is a sole proprietorship, the officers or directors of any Proposer that is a corporation, the partners of any Proposer that is a partnership, the joint venturers of any Proposer that is a joint venture, or the members or managers of any Proposer that is a limited liability company, on one hand, and an employee of any member institution of UT System, on the other hand, other than the relationships which have been previously disclosed to University in writing.

• Neither Proposer nor any of its employees have been or will have been employees of UT System or any member institution of UT System within the immediate twelve (12) months prior to (a) the Submittal Deadline or (b) if Proposer is awarded any Agreement resulting from this RFP, the date of execution of that Agreement. (Ref. Section §2252.901, Government Code).

• Proposer has not employed and will not employ a former state officer or employee who participated in a procurement or contract negotiations for University involving Proposer 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. (Ref. Section §572.069, Government Code).

• No person who, in the past four (4) years served as an executive of a state agency was involved with or has any interest in Proposer’s proposal or any contract resulting from this RFP (ref.

§669.003, Government Code).

• All disclosures by Proposer in connection with this certification will be subject to administrative review and approval before University enters into any Agreement resulting from this RFP with Proposer.

2.8 Compliance with Equal Employment Opportunity Laws. Proposer is in compliance with all federal laws and regulations pertaining to Equal Employment Opportunities and Affirmative Action.

2.9 Compliance with Safety Standards. All products and services offered by Proposer to University in response to this RFP meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Law (Public Law 91-596) and the Texas Hazard Communication Act, Chapter 502, Health and Safety Code, and all related regulations in effect or proposed as of the date of this RFP.

http://www.statutes.legis.state.tx.us/Docs/BC/htm/BC.15.htm http://www.statutes.legis.state.tx.us/Docs/FA/htm/FA.231.htm#231.006 https://statutes.capitol.texas.gov/docs/gv/htm/gv.2252.htm https://statutes.capitol.texas.gov/docs/gv/htm/gv.572.htm http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.669.htm#669.003 https://statutes.capitol.texas.gov/docs/hs/htm/hs.502.htm

2.10 Exceptions to Certifications. Proposer will and has disclosed, as part of its proposal, any exceptions to the information stated in this Execution of Offer. All information will be subject to administrative review and approval prior to the time University makes an award or enters into any Agreement with Proposer.

2.11 Manufacturer Responsibility and Consumer Convenience Computer Equipment Collection and Recovery Act Certification. If Proposer will sell or lease computer equipment to University under any Agreement resulting from this RFP then, pursuant to §361.965(c), Health & Safety Code, Proposer is in compliance with the Manufacturer Responsibility and Consumer Convenience Computer Equipment Collection and Recovery Act set forth in Chapter 361, Subchapter Y, Health & Safety Code, and the rules adopted by the Texas Commission on Environmental Quality under that Act as set forth in 30 TAC §§328.131 through 328.155.

§361.952(2), Health & Safety Code, states that, for purposes of the Manufacturer Responsibility and Consumer Convenience Computer Equipment Collection and Recovery Act, the term “computer equipment” means a desktop or notebook computer and includes a computer monitor or other display device that does not contain a tuner.

2.12 Television Equipment Recycling Program Certification. If Proposer will sell or lease covered television equipment to University (as defined in §361.971(3), Texas Health and Safety Code) under any Agreement resulting from this RFP then, pursuant to §361.991, Texas Health and Safety Code, Proposer is full compliance with the Television Equipment Recycling Program set forth in Subchapter Z, Chapter 361, Texas Health and Safety Code and 30 TAC Chapter 328, Subchapter J.

2.13 Conflict of Interest Certification.

• Proposer is not a debarred vendor or the principal of a debarred vendor (i.e. owner, proprietor, sole or majority shareholder, director, president, managing partner, etc.) either at the state or federal level.

• Proposer’s provision of services or other performance under any Agreement resulting from this RFP will not constitute an actual or potential conflict of interest.

• Proposer has disclosed any personnel who are related to any current or former employees of University.

• Proposer has not given, nor does Proposer intend to give, at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to an officer or employee of University in connection with this RFP.

2.14 Prohibited Activities. Proposer represents, certifies, and warrants that Proposer and its employees, agents, representatives, and subcontractors (1) have not violated and will not violate Chapter 2261, Subchapter G of the Texas Government Code (“Subchapter G”), including engaging in any of the prohibited activities identified in Subchapter G and (2) will fully cooperate in any investigations conducted under Subchapter G. Proposer understands and agrees that violations of Subchapter G may result in enforcement actions, contract terminations (including, but not limited to, termination of any Agreement resulting from this RFP), liabilities, disqualifications, causes of action, lawsuits, damages, costs, and injunctive relief as provided by Subchapter G.

https://statutes.capitol.texas.gov/docs/HS/htm/HS.361.htm http://www.statutes.legis.state.tx.us/Docs/HS/htm/HS.361.htm#Y https://statutes.capitol.texas.gov/Docs/HS/htm/HS.361.htm#361.952 https://statutes.capitol.texas.gov/Docs/HS/htm/HS.361.htm#361.971 https://statutes.capitol.texas.gov/Docs/HS/htm/HS.361.htm#361.991 https://statutes.capitol.texas.gov/Docs/HS/htm/HS.361.htm#Z

2.15 Critical Infrastructure. Pursuant to Chapter 2275, Texas Government Code, Proposer certifies (A) it is neither owned by nor is the majority of stock or other ownership interest of the Proposer 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. Proposer understands that the prohibitions set forth in the preceding sentence apply regardless of whether (1) Proposer’s or its parent company's securities are publicly traded or (2) Proposer 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. Proposer acknowledges any contract or agreement resulting from this RFP may be terminated and payment withheld if this certification is inaccurate.

Pursuant to Executive Order GA-48 of the Governor of Texas effective November 19, 2024, as Contractor will research, work on, or have access to critical infrastructure as defined in Section 117.001(2), Texas Business and Commerce Code, Contractor represents and warrants that it and its Personnel will maintain the security or integrity of that infrastructure. Contractor and its Personnel must be routinely reviewed to determine whether or not their backgrounds, criminal history, or continuous connections to the government or political apparatus of a foreign adversary might prevent Contractor or its Personnel from being able to maintain the security or integrity of the infrastructure. Contractor will be responsible for performing such reviews and will provide University with a written report detailing the results of each review.

Contractor must cooperate with the University and the State of Texas in any investigation into whether it and its Personnel are able to maintain the security or integrity of such critical infrastructure, including providing all information and documentation requested by the University or the State of Texas. Before commencing the performance of research or work on or any access to such critical infrastructure, Contractor will provide University with a list of all Personnel who may be assigned to perform that research or work or provided such access. Contractor will update that list each time there is a change in such Personnel. Personnel means any and all persons associated with Contractor who provide any work or work product pursuant to this Agreement, including officers, managers, supervisors, full-time employees, part-time employees, and independent contractors. Contractor acknowledges University may immediately terminate and withhold payment under any contract or agreement resulting from this RFP if Contractor does not comply with this Section, including but not limited to University’s determination, in its sole discretion, that Contractor or any of its Personnel has (1) failed to maintain the security or integrity of critical infrastructure, (2) failed to perform or cooperate in the performance of required reviews or investigations, or (3) provided materially inaccurate or incomplete reports, information, or documentation as required by this Section.

2.16 Proposer 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 store, process, or transmit 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.

Proposer represents and warrants that throughout the term of any Agreement resulting from this RFP 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 Proposer either through such an Agreement or in furtherance of such an Agreement, including CCSs provided through Proposer’s subcontractors or third-party providers. A CCS used in furtherance of an Agreement includes a CCS that Proposer or its subcontractors or third-party providers use to store, process, or transmit University data, even if the University itself does not access or use that CCS.

Proposer’s subcontractors or third-party providers responsible solely for servicing or supporting a CCS provided by Proposer or another Proposer subcontractor or third-party provider shall not be required to provide evidence of TX-RAMP certification; instead, Proposer 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.

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

https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2275.htm https://gov.texas.gov/uploads/files/press/EO-GA-48_Hardening_State_Government_FINAL_11-19-2024.pdf https://statutes.capitol.texas.gov/Docs/BC/htm/BC.117.htm#117.001 https://statutes.capitol.texas.gov/Docs/BC/htm/BC.117.htm#117.001 https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2054.htm#2054.0593 https://capitol.texas.gov/tlodocs/87R/analysis/html/SB00475I.htm https://dir.texas.gov/txramp

Proposer’s representations, warranties, and obligations under this Section 2.16 include any CCSs that are identified by Proposer in its response to Option 2 in Section 3.2.5 of Appendix One.

2.17 Proposer should complete the following information:

If Proposer is a Corporation, then State of Incorporation:

If Proposer is a Corporation, then Proposer’s Corporate Charter Number:

RFP Number:

NOTICE: WITH FEW EXCEPTIONS, INDIVIDUALS ARE ENTITLED ON REQUEST TO BE INFORMED ABOUT THE INFORMATION THAT GOVERNMENTAL BODIES OF THE STATE OF TEXAS COLLECT ABOUT SUCH INDIVIDUALS. UNDER §§552.021 AND 552.023, GOVERNMENT CODE, INDIVIDUALS ARE ENTITLED TO RECEIVE AND REVIEW SUCH INFORMATION. UNDER §559.004, GOVERNMENT CODE, INDIVIDUALS ARE ENTITLED TO HAVE GOVERNMENTAL BODIES OF THE STATE OF TEXAS CORRECT INFORMATION ABOUT SUCH INDIVIDUALS THAT IS INCORRECT.

Submitted and Certified By:

(Proposer Institution’s Name)

(Signature of Duly Authorized Representative)

(Printed Name/Title)

(Date Signed)

(Proposer’s Street Address)

(City, State, Zip Code)

(Telephone Number)

(Email Address)