ESBD_360065_1716239477864_Terms and Conditions.pdf

TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS

Disaster Recovery Plan. Upon request of TWDB, RESPONDENT/CONTRACTOR must provide descriptions of its business continuity and disaster recovery plans.

Dispute Resolution. The dispute resolution process provided for in Texas Government Code Chapter 2260 must be used by TWDB and RESPONDENT/CONTRACTOR to attempt to resolve all disputes arising under the CONTRACT.

ALTERNATE DISPUTE RESOLUTION LANGUAGE WHEN CONTRACTING BODY IS

ANOTHER GOVERNMENT AGENCY

Dispute Resolution. The dispute resolution process provided for in Texas Government Code Chapter 2009 is available to the parties to resolve any dispute arising under the

CONTRACT.

ALTERNATE DISPUTE RESOLUTION LANGUAGE REQUIRED FOR ARCHITECTURAL,

ENGINEERING AND CONSTRUCTION CONTRACTS:

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

(a) Notwithstanding Texas Government Code § 2260.002(3) and § 114.012 and any other statute or applicable law, if RESPONDENT/CONTRACTOR’s claim for breach of contract cannot be resolved by the parties in the ordinary course of business, RESPONDENT/CONTRACTOR may make a claim against TWDB for breach of contract and TWDB may assert a counterclaim against RESPONDENT/CONTRACTOR as is contemplated by Texas Government Code Chapter 2260, Subchapter B. In such event, RESPONDENT/CONTRACTOR must provide written notice to TWDB 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 RESPONDENT/CONTRACTOR seeks as damages; and (3) the legal theory of recovery.

(b) The chief administrative officer, or if designated in the contract, another officer of TWDB, will examine the claim and any counterclaim and negotiate with the RESPONDENT/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 § 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 must reduce the agreement or settlement to writing and each party must sign the agreement or settlement. A partial

Version 0224 Terms and Conditions 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 TWDB, 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 RESPONDENT/CONTRACTOR’s sole and exclusive process for seeking a remedy for an alleged breach of contract by TWDB if the parties are unable to resolve their disputes as described in this section.

(e) Nothing in the contract will be construed as a waiver of the state’s or TWDB’s sovereign immunity. This contract does not constitute and should not 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 will not constitute a waiver of such privileges, rights, defenses, remedies or immunities or be considered as a basis for estoppel. TWDB does not waive any privileges, rights, defenses, or immunities available to TWDB by entering into this contract or by its conduct, or by the conduct of any representative of TWDB, 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 RESPONDENT/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.

Excess Obligations Prohibited/No Debt Against the State. A contract resulting from this procurement (or, this CONTRACT) is subject to termination or cancellation without penalty to TWDB, either in whole or in part, subject to the availability of state funds.

False Statements. If RESPONDENT/CONTRACTOR signed its bid or response with a false statement or it is subsequently determined that RESPONDENT/CONTRACTOR has violated any of the representations, guarantees, warranties, certifications or affirmations included in its bid or response, RESPONDENT/CONTRACTOR will be in default under the CONTRACT and TWDB may terminate or void the CONTRACT.

(Note: This is a recommended clause):

Force Majeure. Neither RESPONDENT/CONTRACTOR nor TWDB will 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 will 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.

Governing Law and Venue. This CONTRACT will be governed by the laws of the State of Texas, without regard to the conflicts of law provisions. The venue of any suit arising under this CONTRACT is fixed in any court of competent jurisdiction in Travis County, Texas, unless the specific venue is otherwise identified in a statute which directly names or otherwise identifies its applicability to TWDB.

Indemnification. RESPONDENT/CONTRACTOR AGREES TO DEFEND, INDEMNIFY AND

HOLD HARMLESS THE STATE OF TEXAS AND TWDB, 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 RESPONDENT/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 MUST BE COORDINATED BY

RESPONDENT/CONTRACTOR WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL

WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT, AND

RESPONDENT/CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST

OBTAINING CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL.

RESPONDENT/CONTRACTOR AND TWDB AGREE TO FURNISH TIMELY WRITTEN NOTICE

TO EACH OTHER OF ANY SUCH CLAIM.

ALTERNATE INDEMNIFICATION LANGUAGE FOR CITIES, COUNTIES AND ENTITIES

THAT CANNOT INDEMNIFY:

Liability. CONTRACTOR agrees to be fully responsible for its negligent acts or omissions or tortious acts. Nothing herein will be construed as consent by the State of Texas, TWDB or any state agency or entity as consent to be sued in any matter arising out of this

CONTRACT.

ALTERNATE INDEMNIFICATION LANGUAGE REQUIRED FOR CONTRACTS INVOLVING

ENGINEERING OR ARCHITECTURAL SERVICES:

Indemnification: RESPONDENT AGREES TO INDEMNIFY AND HOLD HARMLESS THE

STATE OF TEXAS AND TWDB, 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 DAMAGES,

COSTS, ATTORNEY FEES, ANDEXPENSES TO THE EXTENT CAUSED BY, ARISING OUT OF,

ORRESULTING FROM ANY ACTS OF NEGLIGENCE, INTENTIONALTORTS, WILLFUL

MISCONDUCT, PERSONAL INJURY OR DAMAGE TO PROPERTY, AND/OR OTHERWISE

RELATED TO RESPONDENT’S PERFORMANCE, AND/OR FAILURES TO PAY A

SUBCONTRACTOR OR SUPPLIER BY THE RESPONDENT OR ITS AGENTS, EMPLOYEES,

SUBCONTRACTORS, ORDER FULFILLERS, CONSULTANTS UNDER CONTRACT TO

RESPONDENT, OR ANY OTHER ENTITY OVER WHICH THE CONTRACTOR EXERCISES

CONTROL, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE

OF THE CONTRACT. THE DEFENSE SHALL BE COORDINATED BY RESPONDENT WITH THE

OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED

DEFENDANTS IN ANY LAWSUIT AND RESPONDENT MAY NOT AGREE TO ANY

SETTLEMENT WITHOUT FIRSTOBTAINING THE CONCURRENCE FROM THE OFFICE OF

THE TEXAS ATTORNEY GENERAL. RESPONDENT AND AGENCY AGREE TO FURNISH

TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

ALTERNATE INDEMNIFICATION LANGUAGE REQUIRED FOR CONTRACTS INVOLVING

INTELLECTUAL PROPERTY:

Indemnification: RESPONDENT/CONTRACTOR AGREES TO DEFEND, INDEMNIFY, AND

HOLD HARMLESS TWDB 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/CONTRACTOR PURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLE,

WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER;

AND/OR (3) TWDB’S AND/OR RESPONDENT/CONTRACTOR’S USE OF OR ACQUISITION OF

ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO TWDB BY

RESPONDENT/CONTRACTOR OR OTHERWISE TO WHICH TWDB HAS ACCESS AS A

RESULT OF RESPONDENT/CONTRACTOR’S PERFORMANCE UNDER THE CONTRACT.

RESPONDENT/CONTRACTOR AND TWDB AGREE TO FURNISH TIMELY WRITTEN NOTICE

TO EACH OTHER OF ANY SUCH CLAIM. RESPONDENT/CONTRACTOR WILL BE LIABLE TO

PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS’ FEES. THE DEFENSE MUST BE

COORDINATED BY RESPONDENT/CONTRACTOR WITH THE OFFICE OF THE TEXAS

ATTORNEY GENERAL(OAG) WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS

IN ANY LAWSUIT AND RESPONDENT/CONTRACTOR MAY NOT AGREE TO ANY

SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OAG. IN

ADDITION, RESPONDENT/CONTRACTOR WILL REIMBURSE TWDB 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 TWDB DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND

THOSE OF RESPONDENT/CONTRACTOR OR IF TWDB IS REQUIRED BY APPLICABLE LAW

TO SELECT SEPARATE COUNSEL, TWDB WILL BE PERMITTED TO SELECT SEPARATE

COUNSEL AND RESPONDENT/CONTRACTOR WILL PAY ALL REASONABLE COSTS OF

TWDB’S COUNSEL.

Public Information Act. Information, documentation, and other material in connection with this RESPONSE/CONTRACT may be subject to public disclosure pursuant to Texas Government Code Chapter 552 (the “Public Information Act”). In accordance with Texas Government Code § 2252.907, RESPONDENT/CONTRACTOR is required to make any information created or exchanged with the state pursuant to the solicitation or contract and not otherwise excepted from disclosure under the Public Information Act available in a format that is accessible to the public at no additional charge to the State.

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.

AFFIRMATIONS AND CERTIFICATIONS

Antitrust. RESPONDENT/CONTRACTOR represents and warrants that, in accordance with Texas Government Code § 2155.005, neither RESPONDENT/CONTRACTOR nor the firm, corporation, partnership, or institution represented by RESPONDENT/CONTRACTOR, or anyone acting for such firm, corporation, partnership or institution, has (1) violated any provision of the Texas Free Enterprise and Antitrust Act of 1983, Texas Business and Commerce Code Chapter 15, or the federal antitrust laws; or (2) communicated directly or indirectly the contents of its proposal to any competitor or any other person engaged in the same line of business as RESPONDENT/CONTRACTOR.

Buy Texas. RESPONDENT/CONTRACTOR agrees to comply with Texas Government Code § 2155.4441, requiring the purchase of products and materials produced in the State of Texas when performing service contracts.

Child Support Obligation. Under Texas Family Code § 231.006, regarding child support, RESPONDENT/CONTRACTOR certifies that the individual or business entity named in its proposal or response is not ineligible to receive the specified payment and acknowledges that any contract resulting from this procurement may be terminated and payment may be withheld if this certification is inaccurate. Any RESPONDENT subject to Texas Family Code § 231.006 must include in the response the names and Social Security numbers of each person with at least 25 percent ownership of the business entity submitting the RESPONSE.

COVID-19 Vaccine Passport Prohibition. RESPONDENT/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 RESPONDENT/CONTRACTOR’s business.

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

Dealings with Public Servants. Pursuant to Texas Government Code § 2155.003, RESPONDENT/CONTRACTOR represents and warrants that it 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 goods or services being supplied.

Debts and Delinquencies. RESPONDENT/CONTRACTOR agrees that any payments due under the CONTRACT will be applied towards any debt or delinquency that is owed to the State of Texas, including but not limited to delinquent taxes, delinquent student loan payments and delinquent child support.

NOTE: The following clause applies only to contracts for $100,000 or more with companies employing at least 10 full-time people and paid at least in part with public funds. The clause does not apply to a governmental entity that determines the requirements Texas Government Code § 2276.002(b) are inconsistent with its duties related to debt obligations or funds as described in Texas Government Code § 2276.002(c).

Energy Company Boycotts. RESPONDENT/CONTRACTOR represents and warrants that:

(1) it does not, and will not for the duration of the contract, boycott energy companies or

(2) the verification required by Texas Government Code § 2276.002 does not apply to the contract. If circumstances relevant to this provision change during the course of the contract, RESPONDENT/CONTRACTOR must promptly notify TWDB.

NOTE: The following clause applies only to contracts for $100,000 or more with companies employing at least 10 full-time people and paid at least in part with public funds.

Entities that Boycott Israel. RESPONDENT/CONTRACTOR represents and warrants that

(1) it does not, and will not for the duration of the contract, boycott Israel or (2) the verification required by Texas Government Code § 2271.002 does not apply to CONTRACTOR. If circumstances relevant to this provision change during the course of the CONTRACT, RESPONDENT/CONTRACTOR will promptly notify TWDB.

E-Verify Program. RESPONDENT/CONTRACTOR certifies that for contracts for services, CONTRACTOR will 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 CONTRACTOR to perform duties within Texas; and 2) all persons, including subcontractors, assigned by CONTRACTOR to perform work pursuant to the CONTRACT within the United States of America.

Excluded Parties. RESPONDENT/CONTRACTOR certifies that it is not listed on the federal government’s terrorism watch list as described in Executive Order 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.

Executive Head of a State Agency. In accordance with Texas Government Code § 669.003, relating to contracting with the executive head of a state agency, Respondent certifies that it is not (1) the executive head of TWDB, (2) a person who at any time during the four years before the date of the contract was the executive head of TWDB, or (3) a person who employs a current or former executive head of TWDB.

Financial Participation Prohibited. Pursuant to Texas Government Code § 2155.004(a), RESPONDENT/CONTRACTOR certifies that neither RESPONDENT/CONTRACTOR nor any person or entity represented by RESPONDENT/CONTRACTOR has received compensation from TWDB or any agency of the State of Texas for participation in the preparation of the specifications or solicitation on which this RESPONSE/CONTRACT is based. Pursuant to Texas Government Code § 2155.004(b), RESPONDENT/CONTRACTOR certifies that the individual or business entity named in this RESPONDENT/CONTRACTOR is not ineligible to receive the specified contract and acknowledges that the CONTRACT may be terminated and payment withheld if this certification is inaccurate.

NOTE: The following clause applies only to contracts for $100,000 or more with companies employing at least 10 full-time people and paid at least in part with public funds. It does not apply when such contracts are sole source or no-bid.

Firearm Entities and Trade Associations Discrimination. RESPONDENT/CONTRACTOR verifies that: (1) it does not, and will not for the duration of the contract, have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association or

(2) the verification required by Texas Government Code § 2274.002 does not apply to the contract. If circumstances relevant to this provision change during the course of the contract, RESPONDENT/CONTRACTOR must promptly notify TWDB.

Foreign Terrorist Organizations. RESPONDENT/CONTRACTOR represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as prohibited by Texas Government Code § 2252.152.

Human Trafficking Prohibition. Under Texas Government Code § 2155.0061, RESPONDENT/CONTRACTOR certifies that the individual or business entity named in this RESPONSE/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.

Lobbying Prohibition. RESPONDENT/CONTRACTOR represents and warrants that TWDB’s payments to RESPONDENT/CONTRACTOR and RESPONDENT/CONTRACTOR’s receipt of appropriated or other funds under the contract are not prohibited by Texas

Government Code §§ 556.005 or 556.0055, related to the prohibition on payment of state funds to a lobbyist or for lobbying activities.

No Conflicts of Interest. RESPONDENT/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.

Prior Disaster Relief Contract Violation. Texas Government Code §§ 2155.006 and

2261.053 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 occurring after September 24, 2005, as defined by Texas Government Code § 418.004. Under Texas Government Code §§ 2155.006 and 2261.053, RESPONDENT/CONTRACTOR certifies that the individual or business entity named in this RESPONSE/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.

Restricted Employment for Certain State Personnel. Pursuant to Texas Government Code § 572.069, RESPONDENT/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 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.

Suspension and Debarment. RESPONDENT/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.

ADDITIONAL LANGUAGE REQUIRED FOR SOLICITATIONS ONLY:

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.

Texas Bidder Affirmation. RESPONDENT certifies that if a Texas address is shown as the address of RESPONDENT on its Response, RESPONDENT qualifies as a Texas Bidder as defined in Texas Government Code § 2155.444(c).

ADDITIONAL LANGUAGE REQUIRED FOR CONTRACTS INVOLVING ARCHITECTURAL

OR ENGINEERING SERVICES:

Standard of Care for Architectural and Engineering Contractors. Pursuant to Texas Government Code § 2254.0031, which incorporates by reference Texas Local Government Code § 271.904(d), RESPONDENT/CONTRACTOR must perform services (1) with professional skill and care ordinarily provided by competent engineers or architects practicing under the same or similar circumstances and professional license, and (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect.

ADDITIONAL LANGUAGE REQUIRED FOR SOLICITATIONS AND CONTRACTS WHERE

CONTRACTOR WILL HAVE ACCESS TO A STATE COMPUTER SYSTEM OR DATABASE:

Cybersecurity Training. If RESPONDENT/CONTRACTOR has access to any state computer system or database, RESPONDENT/CONTRACTOR must complete cybersecurity training and verify completion of the training program to TWDB pursuant to and in accordance with Texas Government Code § 2054.5192. RESPONDENT/CONTRACTOR must provide a unique email address for every employee who will be working under the CONTRACT and must notify TWDB’s Contract Manager upon completion of the training.

ADDITIONAL LANGUAGE REQUIRED FOR SOLICITATIONS AND CONTRACTS WHERE

CONTRACTOR WILL HAVE REMOTE OR DIRECT ACCESS TO OR CONTROL OF CRITICAL

INFRASTRUCTURE AS DEFINED IN TEXAS GOVERNMENT CODE § 2274.0101:

Critical Infrastructure. Pursuant to Texas Government Code § 2274.0102, RESPONDENT/CONTRACTOR certifies that neither it nor its parent company, nor any affiliate of RESPONDENT/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 Texas Government Code § 2274.0103, or

(2) headquartered in any of those countries.

ADDITIONAL LANGUAGE REQUIRED FOR GOODS AND SERVICES CONTRACTS WITH A

STATED EXPENDITURE OF $1 MILLION OR MORE IN PUBLIC FUNDS OR THAT RESULT

IN EXPENDITURE OF AT LEAST $1 MILLION OF PUBLIC FUNDS IN A FISCAL YEAR

(between a government body and an entity that is not a government body):

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

ADDITIONAL LANGUAGE REQUIRED FOR SERVICES SOLICITATIONS AND CONTRACTS:

Assignment Prohibited. RESPONDENT/CONTRACTOR may not assign the contract or assign, transfer or delegate, in whole or in part, any of its interest in, or rights or obligations under, the contract without the prior written consent of TWDB, and any attempted or purported assignment, transfer or delegation thereof without such consent will be null and void.

ADDITIONAL LANGUAGE REQUIRED FOR EMPLOYMENT, PROFESSIONAL SERVICES

AND CONSULTING CONTRACTS:

Former Agency Employees: RESPONDENT/CONTRACTOR represents and warrants that none of its employees, including but not limited to those authorized to provide services under the CONTRACT, were employees of TWDB during the 12-month period immediately prior to the date of execution of the CONTRACT.

ADDITIONAL LANGUAGE REQUIRED FOR CHAPTER 2254 CONSULTING CONTRACTS:

Disclosure of Prior State Employment: In accordance with Texas Government Code § 2254.033, relating to consulting services, RESPONDENT/CONTRACTOR certifies that it does not employ an individual who has been employed by TWDB or another state agency at any time during the two years preceding the submission of the Response to this procurement, or, in the alternative, RESPONDENT/CONTRACTOR has disclosed in its Response the following: (i) the nature of the previous employment with TWDB 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.

ADDITIONAL LANGUAGE REQUIRED FOR PURCHASE OR LEASE OF COMPUTER

EQUIPMENT:

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

ADDITIONAL LANGUAGE REQUIRED FOR CLOUD COMPUTING SERVICES SUBJECT

TO THE STATE RISK AND AUTHORIZATION MANAGEMENT PROGRAM:

Cloud Computing State Risk and Authorization Management Program (TX-RAMP).

A state agency must ensure CONTRACTOR’s compliance with the TX-RAMP program for contracts it enters into or renews after January 1, 2022. The state risk and authorization management program is set out in 1 Texas Administrative Code TAC § 202.27 for state agencies.

ADDITIONAL LANGUAGE REQUIRED FOR CONTRACTS WITH CONTRACTORS

AUTHORIZED TO ACCESS, TRANSMIT, USE, OR STORE DATA FOR THE AGENCY:

Data Management and Security Controls. In accordance with Texas Government Code § 2054.138, RESPONDENT/CONTRACTOR certifies that it will comply with the security controls required under this contract and will maintain records and make them available to TWDB as evidence of compliance with the required controls.

ADDITIONAL LANGUAGE REQUIRED FOR PURCHASE OR LEASE OF TELEVISION

EQUIPMENT:

Television Equipment Recycling Program. RESPONDENT/CONTRACTOR certifies its compliance with Texas Health and Safety Code Chapter 361, Subchapter Z, related to the Television Equipment Recycling Program.