ESBD_369726_1722286266962_Exhibit F-Sample Contract.pdf

P.O. Box 12276 Austin, Texas 78711-2276 512-463-6100 | thc.texas.gov

THC VENDOR CONTRACT

CONTRACT TO PERFORM

between

TEXAS HISTORICAL COMMISSION

and

CONTRACTOR/COMPANY NAME

Contract No. 808-XX-XXXXXX

This agreement (Contract) is entered into by the Texas Historical Commission (THC or Owner), an agency of the State of Texas, located at 1511 Colorado Street, Austin, Texas 78701, and Contractor Name (Contractor), located at: XXX XXXX, XXXXX, Texas, XXXXX

1. Purpose

THC and Contractor, each a Party and collectively the Parties, enter into the following Describe Services for the Name of Project (Project).

2. Recitals

Whereas on DATE (e.g., July 26, 2023), THC issued a Request for Proposal (RFP) from qualified, independent firms to provide (Describe Service/Goods Type).

Whereas the Contractor submitted a response to the RFP on DATE (e.g., July 26, 2023).

Whereas the Contractor will be responsible for XXXXXXX (summarize responsibility or reason for solicitation).

Now, therefore, THC and Contractor hereby agree as follows:

3. Authority

This Contract is entered into to partially fulfill the requirements of Texas Government Code, Title 4, Subtitle D, Section 442.005.

4. Order of Precedence

The following documents constitute the Standards of Performance for this Contract. All of the following are attached to and incorporated as part of this Contract for all purposes:

a) Attachment A ̶ THC’s Request for Proposals, RFP 808-XX-XXXXXX

b) Attachment B ̶ Contractor’s submitted proposal

Order of Precedence. In the event of any conflicts or inconsistencies between this contract and its exhibits or attachments, such conflicts or inconsistencies shall be resolved by reference to the documents: this Contract prevails over all other documents, and Attachment A (THC’s RFP) prevails over Attachment B (Contractor’s submitted proposal).

THC Contract No. 808-XX-XXXXXX Page 2 of 5

5. Contract Administration

The Contractor represents and warrants that it has the requisite qualifications, experience, personnel, and other resources to perform in the manner required by this Contract.

THC shall designate a Project Manager for this Contract. The Project Manager will serve as the point of contact between THC and the Contractor. THC’s Project Manager shall supervise THC’s review of the Contractor’s technical work, deliverables, draft reports, the final report, payment requests, schedules, financial budget administration, and similar matters. The Project Manager does not have any express or implied authority to vary the terms of the Contract, amend the Contract in any way, or waive strict performance of the terms or conditions of the Contract.

6. Funding

The Parties acknowledge and agree that nothing in this Contract will be interpreted to create a future obligation or liability in excess of the funds currently appropriated to THC by the Legislature of the State of Texas. In the event appropriated funds are not available to continue payments for work under this contract. The contract is subject to termination or cancellation, without penalty to Agency, either in whole or in part, subject to the availability of state funds.

7. Personnel

The Contractor shall assign only qualified personnel to this Contract. On the date of THC’s execution of this Contract, THC’s Project Manager shall authorize the key personnel listed in this Contract to provide services under this Contract. The Contractor, in its reasonable discretion, reserves the right to substitute appropriate key personnel to accomplish its duties so long as the substituted personnel are equally qualified and skilled in the tasks necessary to accomplish the tasks and services required. The Contractor shall provide THC prior written notice and obtain written approval from THC prior to any change in key personnel involved in providing services under this Contract.

Subcontractors providing services under the Contract shall meet the same requirements and level of experience as required of the Contractor. No subcontract under the Contract shall relieve the Contractor of responsibility for ensuring the requested services are provided. If Contractor uses a subcontractor for any or all of the work required, the following conditions shall apply:

7.1. Contractors planning to subcontract all or a portion of the work to be performed shall identify the proposed subcontractors.

7.2. Subcontracting shall be solely at Contractor’s expense.

7.3. THC retains the right to check the subcontractor’s background and approve or reject the use of submitted subcontractors.

7.4. The Contractor shall be the sole contact for THC. The Contractor shall list a designated point of contact for all THC inquiries.

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8. Payments

The Contractor shall provide invoices to THC for Commodities/Services provided/performed. No payment whatsoever shall be made under this Contract without the prior submission of detailed, correct invoices. Subject to the foregoing, THC must make all payments in accordance with the Texas Prompt Payment Act, Texas Government Code, Chapter 2251.

8.1. Travel: Any required travel is subject to the State of Texas travel guidelines and must be pre-approved by THC. The Contractor will identify any travel needs a minimum of 7 days in advance and submit an email request to THC for review and approval. For more information, the State of Texas travel rates may be found at:

https://fmx.cpa.texas.gov/fmx/travel/textravel/rates/index.php

To be reimbursed for travel, it must be clearly identified on the invoice as a line item and include supporting documentation, including THC approval and any receipts.

8.2. Payment: The Contract’s payment schedule will be in the form of monthly invoices for services rendered or goods delivered. Payments will be made within 30 days of an accepted invoice in accordance with the Texas Prompt Payment Act. Invoices can be submitted to the assigned THC Project manager and the Accounts Payable team at: invoices@thc.texas.gov.

9. Amount of the Contract

The total amount of this contract shall not exceed $X,XXX,XXX.XX (Note to drafter: Write out currency as well i.e., MILLIONS, THOUSANDS, HUNDREDS, CENTS, DOLLARS AND NO/100).

THC will disburse $XXXXX.XX each state fiscal year.

10. Budget

By executing this Contract, the Contractor agrees to the contracted budget amounts and rates for the Contract term, including the initial term, and any extensions that may be exercised. However, at THC’s sole discretion, or by mutual agreement of the Parties as authorized under the Contract, the contract amount, budget amounts, or rates may be amended.

11. Term and Termination

This contract shall commence upon execution or on DATE (e.g., July 26, 2023), whichever occurs later, and shall terminate on DATE (e.g., August 31, 2024), unless otherwise sooner terminated as provided in this Contract.

At the sole option of THC, the Contract may be extended up to two (2) additional six (6) month periods by both Parties only by a written amendment. Notwithstanding the termination or expiration of this Contract, the provisions of this Contract regarding confidentiality, indemnification, transition, records, right to audit and independent audit, property rights, dispute resolution, invoice and fees verification, and default shall survive the termination or expiration dates of this Contract.

https://fmx.cpa.texas.gov/fmx/travel/textravel/rates/index.php mailto:invoices@thc.texas.gov

THC Contract No. 808-XX-XXXXXX Page 4 of 5

In the event of contract termination, no payment will be made for services not received prior to the termination date. If, at any time during the term of this Contract, Contractor reduces the comparable price of any article, material, equipment or service covered by the Contract to customers other than Owner, the prices charged to Owner for such articles, materials, equipment, or services shall also be reduced proportionately. Such reduction shall be effective at the same time and in the same manner as the reduction in price to customers other than Owner. In addition to invoicing at the reduced prices, Contractor shall furnish promptly to Owner complete information regarding the reduction.

12. Scope of Work

Contractor has overall responsibility for and shall provide and furnish all materials, equipment, tools, and labor as necessary or reasonably inferable to complete the Work, or any phase of the Work, in a good and workmanlike manner, in accordance with THC’s requirements as more fully described in Attachment C, Statement of Work.

13. Reporting Requirements

Contractor shall submit all documents identified below, in accordance with the requirements stated in Attachment C, Statement of Work:

• Deliverables and Reports

• Key Performance Measures

• Performance Metrics

14. Signatories

The undersigned signatories represent and warrant that they have full authority to enter into this Contract on behalf of the respective Parties.

15. Contract Representatives

The following will act as the designated Representative authorized to administer activities including notices, consents, approvals, requests, or other general communications provided for or permitted under this Contract.

THC Project Manager

1511 Colorado Street, Austin, Texas 78701

512-XXX-XXXX

Email: XXX@thc.texas.gov

Contractor Project Manager

Mr. / Ms. XXX XXX

123 Main Street

Austin, Texas 78751

(512) XXX-XXXX

Email: XXX@xxx.xxx

THC Contract No. 808-XX-XXXXXX Page 5 of 5

16. Amendments

Sections 1-15 of this Contract and any attachments thereto contains the entire agreement between Contractor and THC and supersedes any prior understanding or oral or written agreements between THC and Contractor on the matters contained herein. No modification, alteration, or waiver of any term, covenant, or condition of this Contract and any further attachments shall be valid unless in writing and executed by THC and Contractor.

Texas Historical Commission Contractor Name

Joseph Bell, Authorize Official Name, Executive Director Title:

Date Date

Attachment A ‒ THC Request for Proposals, RFP 808-XX-XXXXXX

Attachment B ‒ Contractor’s submitted Proposal

Attachment C ‒ Statement of Work

Attachment D ‒ Terms and Conditions

Attachment E ‒ Data Use Agreement