ESBD_376988_1726690817876_RRC Addendum to Vendor's Hotel Agreement.pdf

The Railroad Commission of Texas Addendum to Vendor’s Hotel Agreement

Section 1.0 Parties

The Railroad Commission of Texas (“RRC”) and the ("Vendor”) (collectively, the “Parties”) desire to enter into a contract (“Contract”) and, for their mutual convenience, the Parties are using the Vendor’s Hotel Agreement including all supporting or associated documents or any sub-agreement forms provided to the RRC by the Vendor (hereinafter referred to collectively as “Vendor’s Hotel Agreement”).

Section 2.0 Purpose of Addendum to Vendor’s Hotel Agreement

The Vendor’s Hotel Agreement is, with the exceptions noted below, acceptable to RRC.

However, because RRC is a state agency, RRC cannot accept certain standard clauses that may appear in the Vendor’s Hotel Agreement. This addendum (“Addendum”) is intended to overcome barriers to formation of a legal contract between the Parties and is incorporated fully into the Contract.

In consideration for the convenience of using contractual provisions in the Vendor’s

Hotel Agreement instead of negotiating a separate contractual document, and in the event any of the following contract provisions appear in the Vendor’s Hotel Agreement, the Parties agree that none of the following provisions shall have any effect on or be enforceable against the RRC:

2.1 Requiring or stating the terms of the Vendor’s Hotel Agreement shall prevail over the terms of this Addendum in the event of a conflict or inconsistency.

2.2 Requiring the application of the law of any state other than the State of

Texas or any nation other than the United States of America in interpreting or enforcing the Contract or resolving any dispute under the Contract. (Contracts executed by the RRC shall be construed and enforced in accordance with the laws of the State of Texas, and venue shall be fixed in a court of competent jurisdiction located in Travis County, Texas.)

2.3 Requiring any total or partial compensation or payment for lost profit or liquidated damages by the RRC if the Contract is terminated before the end of the Contract term.

2.4 Changing or limiting the time period within which claims can be made or actions can be brought by either Party under Texas law.

2.5 Renewing or extending the Contract term beyond the stated Contract term or which automatically extends the Contract term from period to period.

2.6 Obligating RRC to pay costs of collection, attorney’s fees, or court costs.

2.7 Binding RRC to any arbitration or to the decision of any arbitration board, commission, panel, or other entity.

2.8 Requiring RRC to indemnify or hold harmless the Vendor or any other entity or person for any reason.

2.9 Releasing the Vendor or any other entity or person from any legal or limiting liability, unlawful or negligent conduct, or failure to comply with any duty recognized or imposed by applicable law.

2.10 Requiring RRC to maintain any type of insurance either for the RRC’s or the Vendor’s benefit.

2.11 Requiring payment terms that conflict with Texas law. (Payments issued by the RRC shall be in accordance with Texas Government Code Section 2251, commonly referred to as the Texas Prompt Payment Act.)

2.12 Requiring RRC to pay any sales or use tax, federal excise tax, or any other form of tax for which the RRC may rightfully claim an exemption as an agency of the State of Texas. (The RRC shall provide sales and use tax exemption certificates upon request.)

Section 3.0 Standard Terms and Conditions

3.1 RRC’s Standard Terms and Conditions Applicable to Purchases of Goods and

Services (“Standard Terms and Conditions”) are incorporated by reference into this Contract in Appendix A of this Addendum. These Standard Terms and Conditions supersede any terms in Vendor’s Hotel Agreement to the contrary, and by signing this addendum, Vendor certifies the truth of all representations stated therein.

Section 4.0 Merger Clause and Signatures This Contract including this Addendum with Appendix A constitutes the entire agreement and understanding between the parties with regard to its subject matter and supersedes and merges all prior discussions, writings, negotiations, understanding, and agreements concerning the provision of these services.

By signature hereon, the individual(s) below represent and warrant that they are duly authorized representative(s) of Contractor and have the authority to bind Contractor in this Contract and in particular, to accept the terms of this Addendum and Appendix A.

Vendor Name:

Vendor Authorized Representative:

Title:

Date:

I, an authorized representative of the RRC, hereby certify that this Contract is in compliance with applicable statutes and regulations and authorize the Services to be performed as written above.

Railroad Commission of Texas

RRC Authorized Representative:

Title:

Date:

Appendix A RRC Standard Terms and Conditions

Applicable to Purchases of Goods and Services