ESBD_358353_1715267694713_329-HUB-24-Headsets.pdf

Pricing Request – Headsets

BID F.O.B. AGENCY RECEIVING ROOM

UNLESS OTHERWISE SPECIFIED BELOW

Respondents that do not have an authorized contract under the above referenced contract number will not be considered.

Respondent Signature

AUTHORIZED

SIGNATURE

DATE

Respondent Formal Quote Attached:

Texas ID Number Name of Firm Street Address

City-State-Zip Telephone No.

Email Address

DESTINATION IF DIFFERENT FROM ABOVE

Texas Real Estate Commission Stephen F. Austin Building 1700 Congress Ave, Suite 400 Austin, TX 78701

By signing this bid, bidder certifies that if a Texas address is shown as the address of the bidder, bidder qualifies as a Texas bidder as defined in Title 34 TAC Rule 20.32(68). FAILURE TO MANUALLY SIGN THE BID

ABOVE WILL DISQUALIFY BID.

AWARD NOTICE: The State reserves the right to make an award on the basis of low line-item bid, low total of line items, or in any other combination that will serve the best interest of the State and to reject any and all bid items in the sole discretion of the State.

Item Description Class/Item 204-68 Qty Unit of Measure

Unit Price

Extension

1.

2.

The Texas Real Estate Commission (TREC) is requesting quotes from vendors for wireless headsets as described below:

Jabra Evolve2 55 – Link380a UC Mono Mfg. Part # A525510

• Bluetooth connectivity, multiple device pairing

• 4 microphones, Active Noise Cancellation (ANC)

• Voice Assistant access

• Rechargeable battery

• Busy light

• Boom arm mute and answer call feature

Charging Stand for Jabra Evolve2 55 Must be compatible with Jabro Evolve 2 55 – Link380a (item 1)

Products must have a 2-Year Warranty.

Delivery to the following address must be included in the cost.

Texas Real Estate Commission Attn: TREC Mailroom Stephen F. Austin Building 4th Floor, Ste 490D, Mailroom 1700 N. Congress Ave.

Austin, TX 78701

Each

Each

SEND INVOICE TO:

Texas Real Estate Commission accounts.payable@trec.texas.gov

ATTN: Accounts Payable PO Box 12188 Austin, TX 78711-2188

RETURN QUOTES TO:

solicitations@trec.texas.gov sandy.jones@trec.texas.gov

QUESTIONS – SEND EMAIL TO:

solicitation@trec.texas.gov

Subject: 329-HUB24 Headsets - Questions

BIDDER MUST SIGN BELOW:

Date of Request 05/08/2024 Response Deadline 05/17/2024, 4:00 PM Pricing Request No. 329-HUB24-Headsets

Respondent must sign for response to be valid.

mailto:accounts.payable@trec.texas.gov mailto:solicitations@trec.texas.gov mailto:solicitation@trec.texas.gov

Pricing Request – Headsets

Item Description Class/Item 204-68 Qty Unit of Measure

Unit Price

Extension

Respondent’s quote must reference the Pricing Request number above for the proposed solution.

Attachment A – Terms and Conditions are incorporated and made a part of this Pricing Request.

Attachment A Texas Real Estate Commission and

Texas Appraiser Licensing & Certification Board Purchase Order (PO) Standard Terms and Conditions

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ITEMS BELOW APPLY TO AND BECOME PART OF THE ISSUED PURCHASE ORDER

ANY EXCEPTIONS WILL BE IN WRITING AND A PART OF THE ORDER.

By accepting this Purchase Order (PO) and providing goods and/or services to the Texas Real Estate Commission (TREC) and the Texas Appraiser Licensing & Certification Board (TALCB) (collectively, “TREC/TALCB”), the Contractor agrees to comply with these standard Terms and Conditions (“Terms and Conditions”). References to “PO” and “Contract” are interchangeable. In the event of any conflict or inconsistency between these Terms and Conditions and any other part of the PO, these Terms and Conditions shall prevail unless expressly stated on the PO. TREC/TALCB, as applicable, disclaims any Terms and Conditions provided by the Contractor unless expressly agreed upon in writing by both parties. In the event of any conflict between these Terms and Conditions and any Terms and Conditions provided by the Contractor, these Terms and Conditions prevail. POs that result from a formal solicitation shall be governed by the Terms and Conditions of the solicitation and resulting contract unless otherwise specified.

A. TREC/TALCB PO Terms A1. Compliance

The PO shall be governed, construed, and interpreted under the laws of the State of Texas. The Contractor shall comply with all rules, regulations, and statutes relating to purchasing in the State of Texas, in addition to the requirements of the PO. Any questions about POs must include the PO number and the PO issuance data or the PO Change Notice (POCN) date. The Contractor must comply with the specifications as outlined in the PO and any attachments to the PO. Unless otherwise specified, goods/products shall be new and unused and of current production, as applicable.

All electrical items must meet all applicable OSHA standards and regulations and bear the appropriate listing from Underwriters Laboratory (UL), Factory Mutual Resource Corporation (FMRC), or National Electrical Manufacturers Association (NEMA). TREC/TALCB will not be bound by any oral statement or representation contrary to the PO specification, terms, conditions, and attachments. Manufacturer’s standard warranty shall apply unless otherwise stated in the PO, as applicable to goods and products.

A2. Shipment and Delivery The Contractor must provide or deliver the goods/products or services within the timeframes stated in the specifications or as indicated on the PO, and in accordance with the delivery timeframes quoted to TREC/TALCB. “Delivery Days” means calendar days unless otherwise specified. Failure to provide the goods/products or services within the timeframes stated may cause the PO to be canceled. If a delay is foreseen, the Contractor must give written notice to TREC/TALCB no later than five (5) business days in advance of the expected delivery date. The Contractor must keep informed about the status of the order. Default on promised delivery without an accepted reason, or failure to meet specifications, authorizes TREC/TALCB to purchase the goods/products or services elsewhere and to charge the full increase, if any, in cost and handling to the Contractor.

The delivery location is listed in the “Ship To” block. Any change will be communicated through a POCN. The terms of the PO are “no arrival, no sale.” Freight on Board (F.O.B.) Destination. Freight prepaid is allowed unless delivery terms are specified otherwise and accepted by TREC/TALCB. Transportation costs shall be included in the invoice, if applicable. If transportation costs are based on actual costs, a copy of the freight billing showing actual charges for the shipment must be attached to the invoice. The title and risk of loss of goods shall not pass to TREC/TALCB until TREC/TALCB actually receives and takes possession of the goods at the place of delivery.

The Contractor, at the Contractor’s cost, will package goods in accordance with commercial practice to secure the lowest appropriate transportation cost, with requirements of the common carrier and with applicable specifications. Each shipped package/container shall be clearly and permanently marked as follows: a. Contractor’s name and address; b. Name and address of the place of delivery; c. PO Number;

d. the package/container number and the total number of packages/containers (i.e. “box 1 of 4 boxes”); and e. the package/container bearing the packing list. The Contractor’s count or weight shall be conclusive on shipments not accompanied by a packing list. TREC/TALCB will refuse packages that do not have the PO Number clearly marked on the shipping label. No substitutions permitted without prior written approval of TREC/TALCB.

The physical delivery of goods/products to:

Texas Real Estate Commission Financial Services - Purchasing Section 1700 Congress Ave #400 Austin, Texas 78701

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All deliveries must be made only during normal business hours, Monday – Friday, excluding holidays, unless prior written approval has been obtained from TREC/TALCB.

A3. Inspections and Tests

All products and goods will be subject to inspection and test by TREC/TALCB. Tests may be performed on samples submitted with the bid, if requested, or on samples taken from regular shipment. All costs shall be the responsibility of the Contractor if products or goods fail to meet all conditions and requirements specified in the PO or the specifications of the manufacturer. Goods or products delivered and rejected in whole or in part may, at TREC/TALCB’s option, be returned to the Contractor or held for disposition at the Contractor’s expense.

Latent defects may result in revocation of acceptance, as applicable to products and goods.

A4. Invoicing and Payments All payments will be made in accordance with Chapter 2251 of the Texas Government Code which governs remittance of payment and remedies for late payment and non-payment. A payment will be made following satisfactory delivery and acceptance of goods/services and TREC/TALCB’s receipt of a correct invoice. No invoice shall be paid in excess of the net amount on the PO. All invoices must be sent to accounts.payable@trec.texas.gov. Each itemized invoice must include:

4.1 Contractor’s name, address, and telephone number;

4.2 Contractor’s Vendor Identification Number referenced on the PO;

4.3 PO number;

4.4 Description of goods/products or services, quantity(ies), applicable unit prices, extended pricing, and invoice total; and

4.5 Shipment data of goods/products.

The State of Texas will incur no penalty for late payment if payment is made in 30 or fewer days from receipt of goods or services and an uncontested invoice.

A5. TREC/TALCB’s Tax Exemption

Purchases made for the State of Texas use are exempt from the State Sales Tax and Federal Excise Tax. The Contractor must not include taxes on invoices. TREC/TALCB will furnish tax-exemption certificates upon request. The Contractor must not collect or cause TREC/TALCB to pay taxes in the absence of any tax-exemption certificate.

A6. Protest Procedures

In the event of a Solicitation, any actual or prospective bidder who is aggrieved in connection with this solicitation, evaluation, or award of any PO and/or contract resulting from any issued solicitation may formally protest as provided in TREC/TALCB’s rules at 22 Texas Administrative Code (TAC) §534.7 and the Texas Comptroller of Public Accounts’ rules at 34 TAC Chapter 20.

A7. Governing Law

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 TREC/TALCB.

A8. Price

Pricing must be in accordance with the Contractor’s quote for the goods/products or services unless a price reduction is offered. The Contractor warrants that prices are not higher than the Contractor’s current prices on orders by other purchasers for the same goods/products or services for similar quantities under similar or like conditions and methods of purchase. TREC/TALCB has the right to reject the Contractor invoices that reflect pricing that is higher than original quoted in the Contractor’s bid and specified in the PO. If the Contractor determines that prices will be higher than originally quoted, the increased pricing must be approved in writing by TREC/TALCB before shipment of the goods or products or delivery of services.

A9. Withholding/Recoupment of Payments TREC/TALCB may withhold or recoup payments due or paid under the PO, in whole or in part, in the event of the Contractor’s noncompliance with any terms or provisions of the PO, any federal or state law or regulation, or any TREC/TALCB rules or standards including, but not limited to, the requirements specifically stated in the PO relating to the Contractor’s performance. TREC/TALCB may withhold or recoup payment due to the Contractor’s failure to return materials or supplies given to the Contractor for the sole purpose of carrying out the services required under a PO and the withholding or recoupment of payment shall be for the replacement cost of such materials or supplies and not the original purchase price.

mailto:accounts.payable@trec.texas.gov

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A10. Warranties The Contractor warrants and guarantees that all requested items meet all specifications of the PO; in addition, the Contractor will provide manufacturer’s standard warranty for all requested items. The Contractor will provide a one (1) year full replacement warranty for all requested items and will provide any other warranties specified in the PO. These warranties begin on the date TREC/TALCB accepts the requested items. All warranties required by the PO survive beyond the termination, cancellation, or expiration date of the PO.

A11. Notices

Any notice required or permitted to be delivered under the PO must be in writing and shall be deemed delivered when hand delivered, emailed, or deposited, postage prepaid, certified mail, return receipt requested, in the United States mail, to the address set forth below:

To Contractor:

To the Contractor’s mailing address and/or email address specified on page 1 of the PO.

To TREC/TALCB:

Texas Real Estate Commission Financial Services - Purchasing Section 1700 Congress Ave #400 Austin, Texas 78701 Email: procurement@trec.texas.gov

Notices must include the PO number and the PO issuance data or the PO Change Notice (POCN) date. Notice will be effective on receipt by the affected party. Either party may change the designated notice address by prior written notification to the other party.

A12. Vendor Performances

TREC/TALCB is required by 34 TAC §20.509 to report vendor (or Contractor) performance to the Vendor Performance Tracking System (VPTS) as provided by that section, including for each purchase over $25,000 once the PO is completed or otherwise terminated.

TREC/TALCB, in its sole discretion, may report the Contractor’s performance to VPTS for purchases that are less than $25,000.

B. Clauses Required by the Texas Procurement and Contract Management Guide The following Terms and Conditions shall apply to the extent applicable to this PO. In some instances, the applicability is identified. TREC/TALCB’s signature on any agreement forms does not constitute TREC/TALCB’s agreement to any term’s contrary to these required terms.

B.1 Antitrust

The Contractor affirms under penalty of perjury of the laws of the State of Texas that (1) in connection with this contract, no representative of the Contractor has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; (2) in connection with this contract, no representative of the Contractor has violated any federal antitrust law; and (3) no representative of the Contractor has directly or indirectly communicated any of the contents of this bid to a competitor of the Contractor or any other company, corporation, firm, partnership, or individual engaged in the same line of business as the Contractor.

B.2 Assignment The Contractor shall not assign its rights under the contract or delegate the performance of its duties under the contract without prior written approval from TREC/TALCB. Any attempted assignment in violation of this provision is void and without effect.

B.3 Buy Texas In accordance with Section 2155.4441 of the Texas Government Code, the Contractor agrees that during the performance of a contract for services it shall purchase products and materials produced in Texas when they are available at a price and time comparable to products and materials produced outside this state.

B.4 Child Support Obligation Under Section 231.006 of the Family Code, the Contractor or applicant certifies that the individual or business entity named in this contract, bid, or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this contract may be terminated, and payment may be withheld if this certification is inaccurate. Furthermore, any Contractor subject to Section 231.006 of the Texas Family Code must provide to TREC/TALCB the names and social security numbers of each person with at least 25 percent ownership of the business entity providing the services.

mailto:procurement@trec.texas.gov

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B.5 Cloud Computing State Risk and Authorization Management Program (TX-RAMP) (cloud computing services only)

Pursuant to Section 2054.0593(d)-(f) of the Texas Government Code, relating to cloud computing state risk and authorization management program, Contractor represents and warrants that it complies with the requirements of the state risk and authorization management program and Contractor agrees that throughout the term of the contract it shall maintain its certifications and comply with the program requirements in the performance of the contract.

B.6 Computer Equipment Recycling (purchase or lease of computer equipment only) The Contractor certifies its compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code and the Texas Commission on Environmental Quality rules in 30 TAC Chapter 328.

B.7 Contracting Information Responsibilities In accordance with Section 552.372 of the Texas Government Code, the Contractor agrees to (1) preserve all contracting information related to the Contract as provided by the records retention requirements applicable to TREC/TALCB for the duration of the contract, (2) promptly provide to TREC/TALCB any contracting information related to the Contract that is in the custody or possession of the Contractor on request of TREC/TALCB, and (3) on termination or expiration of the Contract, either provide at no cost to TREC/TALCB all contracting information related to the Contract that is in the custody or possession of the Contractor or preserve the contracting information related to the Contract as provided the records retention requirements applicable to TREC/TALCB. Except as provided by Section 552.374(c) of the Texas Government Code, the requirements of Subchapter J, Chapter 552, Government Code, may apply to the Contract and the Contractor agrees that the Contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter.

B.8 COVID-19 Vaccine Passport Prohibition Contractor 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 Contractor’s business. Contractor acknowledges that such a vaccine or recovery requirement would make Contractor ineligible for a state-funded contract.

B.9 Critical Infrastructure Affirmation Pursuant to Government Code Section 2274.0102, Contractor certifies that neither it nor its parent company, nor any affiliate of

Contractor 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 Government Code Section 2274.0103, or (2) headquartered in any of those countries.

B.10 Cybersecurity Training As applicable, the Contractor represents and warrants that 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 process.

B.11 Data Management and Security Controls In accordance with Section 2054.138 of the Texas Government Code, the Contractor certifies that it will comply with the security controls required under this contract and will maintain records and make them available to TREC/TALCB as evidence of Contractor’s compliance with the required controls.

B.12 Dealings with Public Servant Affirmation The Contractor has not given, offered to give, nor intends 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 the submitted bid.

B.13 Debts and Delinquencies The Contractor agrees that any payments due under the contract shall be applied towards any debt or delinquency that is owed to the

State of Texas.

B.14 Disaster Recovery Plan As applicable, in accordance with 13 TAC § 6.94(a)(9), the Contractor shall provide to TREC/TALCB the descriptions of its business continuity and disaster recovery plans.

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B.15 Disclosure of Prior State Employment (consulting services only) In accordance with Section 2254.033 of the Texas Government Code, relating to consulting services, the Contractor certifies that it does not employ an individual who has been employed by TREC/TALCB or another agency at any time during the two years preceding the contract or, in the alternative, the Contractor has disclosed to TREC/TALCB the following: (i) the nature of the previous employment with TREC/TALCB or the other agency; (ii) the date the employment was terminated; and (iii) the annual rate of compensation for the employment at the time of its termination.

B.16 Dispute Resolution The dispute resolution process provided for in Chapter 2260 of the Texas Government Code must be used to attempt to resolve any dispute arising under the contract.

B.17 Energy Company Boycotts If Contractor is required to make a verification pursuant to Section 2274.002 of the Texas Government Code, Contractor verifies that Contractor does not boycott energy companies and will not boycott energy companies during the term of the contract. If Contractor does not make that verification, Contractor must so indicate in its response and state why the verification is not required.

B.18 Entities that Boycott Israel

The Contractor represents and warrants that, pursuant to Section 2271.002 of the Texas Government Code, the Contractor does not boycott Israel and will not boycott Israel during the term of the contract.

B.19 E-Verify

The Contractor certifies that for contracts for services, the Contractor shall utilize the U.S. Department of Homeland Security’s E-Verify system during the term of the contract to determine the eligibility of 1) all persons employed by the Contractor to perform duties within Texas; and 2) all persons, including subcontractors, assigned by the Contractor to perform work pursuant to the contract within the United States of America.

B.20 Excess Obligations

The contract shall not be construed as creating a debt on behalf of TREC/TALCB in violation of Article III, Section 49a of the Texas Constitution. The Contractor understands that all obligations of TREC/TALCB under the contract are subject to the availability of state funds.

B.21 Excluded Parties

The Contractor certifies that it is not listed in the prohibited vendors list authorized by Executive Order No. 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.

B.22 Executive Head

In accordance with Section 669.003 of the Texas Government Code, relating to contracting with the executive head of a state agency, the Contractor certifies that it is not (1) the executive head of TREC/TALCB, (2) a person who at any time during the four years before the date of the contract was the executive head of TREC/TALCB, or (3) a person who employs a current or former executive head of TREC/TALCB.

B.23 False Statements

The Contractor represents and warrants that all statements and information prepared and submitted in the bid document are current, complete, true, and accurate. Submitting a bid 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 bid and any resulting contract.

B.24 Financial Participation Prohibited Affirmation

Under Section 2155.004(b) of the Texas Government Code, the Contractor certifies that the individual or business entity named in this contract is not ineligible to receive the specified contract and acknowledges that the contract may be terminated, and payment withheld if this certification is inaccurate.

B.25 Firearm Entities and Trade Associations Discrimination

If Contractor is required to make a verification pursuant to Section 2274.002 of the Texas Government Code, Contractor 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 Contractor does not make that verification, Contractor must so indicate in its response and state why the verification is not required.

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B.26 Foreign Terrorist Organizations The Contractor 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.

B.27 Former TREC/TALCB Employees (employment contracts, professional services, or consulting services only)

The Contractor 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 TREC/TALCB during the twelve (12) month period immediately prior to the date of execution of the contract.

B.28 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 TREC/TALCB.

B.29 Human Trafficking Under Section 2155.0061 of the Texas Government Code, the Contractor certifies that the individual or business entity named in this response or contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated, and payment withheld if this certification is inaccurate.

B.30 Indemnification (General)

CONTRACTOR SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE STATE OF TEXAS AND TREC/TALCB, 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 CONTRACTOR OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE CONTRACT AND ANY PURCHASE ORDERS ISSUED UNDER THE CONTRACT. THE DEFENSE SHALL BE COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. CONTRACTOR AND TREC/TALCB AGREE TO

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

B.31 Indemnification (Intellectual Property only)

CONTRACTOR SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS TREC/TALCB 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 CONTRACTOR PURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR (3) TREC/TALCB’S AND/OR CONTRACTOR’S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO TREC/TALCB BY CONTRACTOR OR OTHERWISE TO WHICH TREC/TALCB HAS ACCESS AS A RESULT OF CONTRACTOR’S PERFORMANCE UNDER THE CONTRACT. CONTRACTOR AND TREC/TALCB AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS’ FEES. THE DEFENSE SHALL BE COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL(OAG) WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OAG. IN ADDITION, CONTRACTOR WILL REIMBURSE TREC/TALCB 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 TREC/TALCB DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF CONTRACTOR OR IF TREC/TALCB IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, TREC/TALCB WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND CONTRACTOR WILL PAY ALL REASONABLE COSTS OF

TREC/TALCB’S COUNSEL.

B.32 No Conflicts of Interest

The Contractor 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.

B.33 Prior Disaster Relief Contract Violation Under Sections 2155.006 and 2261.053 of the Texas Government Code, the Contractor certifies that the individual or business entity named in this contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated, and payment withheld if this certification is inaccurate.

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B.34 Public Information Act Information, documentation, and other material in connection with this Purchase Order or any resulting contract may be subject to public disclosure pursuant to Chapter 552 of the Texas Government Code (the “Public Information Act”). In accordance with Section 2252.907 of the Texas Government Code, Contractor 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.

B.35 Signature Authority

By submitting the response, the Contractor represents and warrants that the individual submitting this document and the documents made part of this bid is authorized to sign such documents on behalf of the Contractor and to bind the Contractor under any contract that may result from the submission of this bid.

B.36 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.

B.37 Suspension and Debarment

The Contractor 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.

B.38 Television Equipment Recycling Program (purchase or lease of covered television equipment only)

The Contractor certifies its compliance with Subchapter Z, Chapter 361 of the Texas Health and Safety Code, related to the Television Equipment Recycling Program.

B.39 Texas Bidder Affirmation

The Contractor certifies that if a Texas address is shown at the address of the Contractor on this bid, Contractor qualifies as a Texas Bidder as defined in Section 2155.444I of the Texas Government Code.

C. Additional Clauses Provided by Texas Procurement and Contract Management Guide

C.1 Abortion Provider and Affiliate Transactions Prohibited Contractor represents and warrants that the contract is not a taxpayer resource transaction prohibited by Section 2272.003 of the Texas

Government Code and that payments made by TREC/TALCB to Contractor and Contractor’s receipt of appropriated funds under the contract are not prohibited by Article IX, Section 6.25 of the General Appropriations Act.

C.2 TREC/TALCB’s Right to Audit

Contractor will make available at reasonable times and upon reasonable notice, and for reasonable periods, work papers, reports, books, records, and supporting documents kept current by Contractor pertaining to the contract for purposes of inspecting, monitoring, auditing, or evaluating by TREC/TALCB and the State of Texas.

C.3 Americans With Disabilities Act

Contractor represents and warrants its compliance with the requirements of the Americans with Disabilities Act (ADA) and its implementing regulations, as each may be amended.

C.4 Binding Effect

The contract shall be binding upon and shall insure to the benefit of TREC/TALCB and Contractor and to their representatives, successors and assigns.

C.5 Change in Law and Compliance with Laws

Contractor shall comply with all laws, regulations, requirements, and guidelines applicable to a vendor providing services and products required by the contract to the State of Texas, as these laws, regulations, requirements, and guidelines currently exist and as amended throughout the term of the contract. TREC/TALCB reserves the right, in its sole discretion, to unilaterally amend the PO prior to award and

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C.6 Damage to Government Property

In the event of loss, destruction or damage to any TREC/TALCB or State of Texas property by Contractor or Contractor’s employees, agents, subcontractors, and suppliers, Contractor shall be liable to TREC/TALCB and the State of Texas the full cost of repair, reconstruction or replacement of the lost, destroyed or damaged property. Contractor will reimburse TREC/TALCB and the State of Texas for such property damage within ten (10) calendar days after Contractor’s receipt of TREC/TALCB’s notice of amount due.

C.7 Disclosure of Interested Parties

Contractor represents and warrants that if selected for award of a contract as a result of the Solicitation, Contractor will submit to TREC/TALCB a Certificate of Interested Parties prior to contract execution in accordance with Section 2252.908 of the Texas Government Code.

C.8 Equal Employment Opportunities Contractor represents and warrants its compliance with all applicable duly enacted state and federal laws governing equal employment opportunities.

C.9 Federal Occupational Safety and Health Law Contractor represents and warrants that all articles and services shall meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Act of 1970, as amended (29 U.S.C. Chapter 15).

C.10 Force Majeure Neither the Contractor nor TREC/TALCB shall be liable to the other for any delay in, or failure of performance, of any requirement included in the contract caused by force majeure. The existence of such causes of delay or failure shall extend the period of performance until after the causes of delay or failure have been removed provided the non-performing party exercises all reasonable due diligence to perform.

Force majeure is defined as acts of God, war, fires, explosions, hurricanes, floods, failure of transportation, or other causes that are beyond the reasonable control of either party and that by exercise of due foresight such party could not reasonably have been expected to avoid, and which, by the exercise of all reasonable due diligence, such party is unable to overcome.

C.11 Immigration

Contractor represents and warrants that it shall comply with the requirements of the Immigration and Nationality Act (8 U.S.C.§ 1101 et seq.) and all subsequent immigration laws and amendments.

C.12 Independent Contractor

The Contractor acknowledges and agrees that it is furnishing products and services in the capacity of an independent contractor and that the Contractor, and its personnel are not employees of TREC/TALCB or the State of Texas.

C.13 Legal and Regulatory Actions

Contractor represents and warrants that it is not aware of and has received no notice of any court or governmental TREC/TALCB actions, proceedings or investigations, etc., pending or threatened against Contractor 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 Contractor’s performance under the contract, relate to the solicited or similar goods or services, or otherwise be relevant to TREC/TALCB’s consideration of the Response. If Contractor is unable to make the preceding representation and warranty, then Contractor instead represents and warrants that it has included as a detailed attachment in its Response a complete disclosure of any such court or governmental TREC/TALCB actions, proceedings or investigations, etc. that would or could impair Contractor’s performance under the contract, relate to the solicited or similar goods or services, or otherwise be relevant to TREC/TALCB’s consideration of the Response. In addition, Contractor represents and warrants that it shall notify TREC/TALCB 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 TREC/TALCB shall constitute breach of contract and may result in immediate termination of the contract.

C.14 Limitation on Authority

Contractor shall have no authority to act for or on behalf of TREC/TALCB or the State of Texas except as expressly provided for in the contract; no other authority, power or use is granted or implied. Contractor may not incur any debt, obligation, expense or liability of any kind on behalf of TREC/TALCB or the State of Texas.

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C.15 Lobbying Prohibition Contractor represents and warrants that TREC/TALCB’s payments to Contractor and Contractor’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.

C.16 Media Releases Contractor shall not use TREC/TALCB’s name, logo, or other likeness in any press release, marketing material, or other announcement without TREC/TALCB’s prior written approval. TREC/TALCB does not endorse any vendor, commodity, or service. Contractor is not authorized to make or participate in any media releases or public announcements pertaining to this procurement, the Response or the services to which they relate without TREC/TALCB’s prior written consent, and then only in accordance with explicit written instructions from TREC/TALCB.

C.17 No Felony Criminal Convictions

Contractor represents that neither Contractor nor any of its employees, agents, or representatives, including any subcontractors and employees, agents, or representative of such subcontractors, have been convicted of a felony criminal offense or that if such a conviction has occurred Contractor has fully advised TREC/TALCB in writing of the facts and circumstances surrounding the convictions.

C.18 No Implied Waiver

No provision of the contract shall constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to TREC/TALCB as an agency of the State of Texas or otherwise available to TREC/TALCB. The failure to enforce or any delay in the enforcement of any privileges, rights, defenses, remedies, or immunities detailed in the contract or otherwise available to TREC/TALCB by law will not constitute a waiver of said privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel.

C.19 No Quantity Guarantees

TREC/TALCB makes no express or implied warranty whatsoever that any minimum compensation or minimum quantity will be guaranteed under the contract.

C.20 No Third-Party Beneficiaries

The contract is made solely and specifically among and for the benefit of the parties named herein and their respective successors and assigns, and no other person shall have any right, interest, or claims hereunder or be entitled to any benefits pursuant to or on account of the contract as a third-party beneficiary or otherwise.

C.21 Permits, Certifications, and Licenses

Contractor represents and warrants that it has determined what licenses, certifications, and permits are required under the contract and has acquired all licenses, certifications, and permits.

C.22 Prompt Payment Payment shall be made in accordance with Chapter 2251 of the Texas Government Code, commonly known as the Texas Prompt Payment

Act. Chapter 2251 of the Texas Government Code shall govern remittance of payment and remedies for late payment and non-payment.

C.23 Property Rights For purposes of the contract, the term “Work Product” is defined as all work papers, materials, approaches, designs, specifications, systems, software, programs, source code, documentation, methodologies, concepts, intellectual property or other property and/or results of the services that are developed, produced, generated or provided to TREC/TALCB in connection with, or as a result of, the services provided under the contract. TREC/TALCB and Contractor intend this agreement to be a contract for the services and each considers and expressly intends and agrees that the Work Product to be rendered by Contractor shall be a work-made-for-hire. Contractor and Contractor’s employees will have no rights in or ownership of the Work Product or any other property of TREC/TALCB. Contractor acknowledges and agrees that the Work Product (and all rights therein, including without limitation all intellectual property rights) belongs to and shall be the sole and exclusive property of TREC/TALCB. If for any reason the Work Product would not be considered a work-made-for-hire under applicable law, Contractor does hereby irrevocably sell, assign, and transfer to TREC/TALCB, its successors and assigns, the entire right, title and interest in and to the Work Product and any and all intellectual property rights embedded therein or associated therewith, and in and to all works based upon, derived from, or incorporating the Work Product, and in and to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing. Contractor agrees to execute all papers and to perform such other property rights, as TREC/TALCB may deem necessary to secure for TREC/TALCB or its designee the rights herein assigned. In the event that Contractor has any rights in and to the Work Product that cannot be assigned to TREC/TALCB, Contractor hereby grants to TREC/TALCB an exclusive, worldwide, royalty-free, irrevocable, and perpetual license to directly

Texas Real Estate Commission Update: January 1, 2023 Purchase Order Terms and Conditions. Version 0101231v2 Page 10 of 12 and indirectly reproduce, distribute, modify, create derivative works of, publicly perform and publicly display, such rights to make, have made, use, sell and offer for sale any products developed by practicing such rights, and to otherwise use such rights, with the right to sublicense such rights through multiple levels of sublicenses. No later than the first calendar day after the termination or expiration of the contract or upon TREC/TALCB’s request, Contractor shall deliver to TREC/TALCB all completed, or partially completed, Work Product and any and all versions thereof. Failure to timely deliver such Work Product will be considered a material breach of the contract. Contractor will not make or retain any copies of the Work Product or any and all documentation or other products and results of the services without the prior written consent of TREC/TALCB.

C.24 Records Retention

Contractor shall maintain and retain all records relating to the performance of the contract including supporting fiscal documents adequate to ensure that claims for contract funds are in accordance with applicable State of Texas requirements. These records will be maintained and retained by Contractor for a period of seven (7) years after the contract expiration date or until all audit, claim, and litigation matters are resolved, whichever is later.

C.25 Refund

Contractor will promptly refund or credit within thirty (30) calendar days any funds erroneously paid by TREC/TALCB which are not expressly authorized under the contract.

C.26 Restricted Employment for Certain State Personnel

Pursuant to Section 572.069 of the Texas Government Code, Contractor certifies that it has not employed and will not employ a former state officer or employee who participated in a procurement or contract negotiations for TREC/TALCB involving Contractor 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.

C.27 Secure Erasure of Hard Disk Capability

All equipment provided to TREC/TALCB by Contractor that is equipped with hard disk drives (i.e., computers, telephones, printers, fax machines, scanners, multifunction devices, etc.) shall have the capability to securely erase data written to the hard drive prior to final disposition of such equipment, either at the end of the equipment’s useful life or the end of the related services agreement for such equipment, in accordance with 1 TAC § Chapter 202.

C.28 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.

C.29 Sovereign Immunity

Nothing in the contract shall be construed as a waiver of TREC/TALCB’s or the State’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 TREC/TALCB or the State of Texas. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to TREC/TALCB or the State of Texas under the 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. TREC/TALCB does not waive any privileges, rights, defenses, or immunities available to TREC/TALCB by entering into the contract or by its conduct prior to or subsequent to entering into the contract.

C.30 Survival

Expiration or termination of the contract for any reason does not release Contractor from any liability or obligation set forth in the contract that is expressly stated to survive any such expiration or termination, that by its nature would be intended to be applicable following any such expiration or termination, or that is necessary to fulfill the essential purpose of the contract, including without limitation the provisions regarding warrant, indemnification, confidentiality, and rights and remedies upon termination.

C.31 Unfair Business Practices

Contractor 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 Contractor has not been found to be liable for such practices in such proceedings. Contractor 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.

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C.32 Use of State Property

Contractor is prohibited from using State Property for any purpose other than performing services authorized under the contract.