8-02 (a) - Pro-Procurement Federal Clauses.pdf

Recommended Contract Clauses

In accordance with Section 2262.051(d)(1) of the Texas Government Code, this document identifies the recommended provisions that an agency may include in a contract. The Recommended Clauses are terms commonly found in a solicitation and or contracts.

1. Binding Effect This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns.

2. Change in Law and Compliance with Laws Any alterations, deletions, or additions to the terms of this Agreement that are required by federal or state law or regulations are automatically incorporated into the agreement without written amendment hereto, and shall become effective on the date designated by such law or regulation

3. Excess Obligation Prohibited Tx Const Art III.Sec. 49a - The Agreement is subject to termination or cancelation without penalty to the AGENCY, either in whole or in part, subject to the availability of State funds.

4. Force Majeure/Excusable Delays Except with respect to defaults of subcontractors, the Sub-recipient shall not be in default by reason of any failure in performance of this Agreement in accordance with its terms (including any failure to progress in the performance of the work) if such failure arises out of causes beyond the control and without the default or negligence of the Sub-recipient. Such causes may include, but are not restricted to, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather.

5. No Implied Waiver The failure of either party at any time to require strict performance by the other party of any provision hereof shall not affect in any way the right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of any subsequent breach of the same provision or any other provision.

6. Prior Agreements Superseded This Agreement constitutes the sole agreement of the parties hereto for the services authorized herein and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined herein.

Recommended Contract Clauses

7. Severability In the event any one or more of the provisions contained in this Agreement shall for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

8. Survival The termination of this Agreement and payment of an amount in settlement as prescribed above shall extinguish the rights, duties, and obligations of the AGENCY and the Sub-recipient under this Agreement, except for those provisions that establish responsibilities that extend beyond the Agreement period.

9. Violation of Contract Terms A. Increased Costs. Violation of Agreement terms, breach of contract, or default by the Sub-recipient shall be grounds for termination of the Agreement, and any increased or additional cost incurred by the AGENCY arising from the Sub-recipient's default, breach of contract, or violation of Agreement terms shall be paid by the Sub-recipient.

B. Remedies. This Agreement shall not be considered as specifying the exclusive remedy for any default, but all remedies existing at law and in equity may be availed of by either party and shall be cumulative.