ESBD_377246_1726860541262_734-09192024-KM Vincent-Beck Stadium LED System Upgrades.pdf

RFP 734-09192024-KM

REQUEST FOR PROPOSALS

FOR

VINCENT-BECK STADIUM

LED SYSTEM UPGRADES

RFP # 734-09192024-KM

NIGP Codes: 936-74; 801-66

Submittal Due Date:

Friday, October 11, 2024

2:00 P.M. local time

A mandatory Pre-Submittal Conference will be held on Friday, September 27, 2024 at 10:00 AM

Lamar University, Wayne A Reaud Building, Room 120

985 Jim Gilligan Way

Beaumont, TX 77705

TABLE OF CONTENTS

Section 1 - General Information and Requirements

1.1 General Information

1.2 Public Information

1.3 Nondiscrimination

1.4 Type of Contract

1.5 Parking Permit Requirements

1.6 Clarifications and Interpretations

1.7 Submission of Statements of Qualifications & Pricing and Delivery Proposal

1.8 Point-Of-Contact

1.9 The University’s Reservation of Rights

1.10 Acceptance of Evaluation Methodology

1.11 No Reimbursement for Costs

1.12 Pre-Submittal Conference

1.13 Eligible Respondents

1.14 Historically Underutilized Businesses Submittal Requirements

1.15 Certain Qualifications and Contracts Prohibited

1.16 Sales and Use Taxes

1.17 Certification of Franchise Tax Status

1.18 Required Notices of Insurance Coverage

1.19 Delinquency in Paying Child Support

1.20 Payment Terms

1.21 Default and Termination

1.22 Alternative Dispute Resolution

1.23 Loss of Funding

1.24 Limitations

1.25 Contract Controlling

1.26 Undocumented Workers

1.27 Equal Opportunity

1.28 Miscellaneous Terms and Conditions

1.29 Non-Boycott Verification

1.30 Cybersecurity Training Program

1.31 Firearm Entities and Trade Associations Discrimination

1.32 Vaccine Passport Prohibition

1.33 Critical Infrastructure Affirmation

Section 2 - Executive Summary

2.1 Historical Background

2.2 Mission Statement

Section 3 – Description and Scope of Services

Section 4 - Requirements for Statements of Qualifications

4.1 General Selection Criteria

4.2 Authorized Signature

4.3 Contract Award Process

4.4 Statements of Qualifications Evaluation Criteria

4.5 Evaluation Criteria

4.6 Criterion One: Respondent’s Statement of Qualifications and Availability

4.7 Criterion Two: Respondent’s Ability to Provide Services

4.8 Criterion Three: Respondent’s Qualifications & Experience of Construction Team

4.9 Criterion Four: Respondent’s Performance on Past TSUS or Similar Representative Projects

4.10 Criterion Five: Respondent’s Project Planning and Scheduling for this Project

4.11 Criterion Six: Respondent’s Post Project Support for this Project

4.12 Criterion Seven: Respondent’s Pricing and Delivery Proposal

Section 5 – Requirements for Pricing and Delivery Proposal

5.1 General Information

5.2 Respondent’s Pricing and Delivery Proposal (see Exhibit A & Attachment A)

Section 6 – Format for Statements of Qualifications and Pricing and Delivery Proposals

6.1 General Instructions

6.2 Page Size, Binding, Dividers, and Tabs

6.3 Table of Contents

6.4 Pagination

Section 7 – Schedule of Proposal Process

Exhibits to this Solicitation

Exhibit A – Pricing and Delivery Proposal

Exhibit B – Respondent’s Execution of Offer

Exhibit C – Insurance Requirements

Exhibit D – Submittal Package Checklist

Attachments to this Solicitation

Attachment A – Pricing and Delivery Proposal (Anthony James Partners Proposal Form)

Attachment B – Project Technical Specifications (Anthony James Partners)

Attachment C – Project Drawing Set (Anthony James Partners)

Attachment D – Performance and Payment Bond Form

Attachment E – HUB Subcontracting Plan

Attachment F – Sample Services Agreement

REQUEST FOR PROPOSAL

SECTION 1 – GENERAL INFORMATION AND REQUIREMENTS

1.1 Lamar University ("University") is soliciting Competitive Sealed Proposals ("Proposals") for selection of one responsive and responsible Contractor (“Respondent”), at the sole discretion of the University and as determined to be in the best interest of the University, to provide the described Services ("Work") on the University’s campus in Beaumont, Texas, as needed by the University. The scope of work is further described in Section 3. This Solicitation sets forth the terms, conditions, and requirements for prospective firms to be considered for this contract. Prospective entities submitting proposals in response to this Solicitation are called "Respondent."

1.1.1 Texas law authorizes Institutions of Higher Education (defined by Section 61.003, Education Code) to use the group purchasing procurement method (ref. Sections

51.9335 Education Code). Institutions of Higher Education may enter into a

Contract with the successful Respondent(s) for the purchase of the services described herein based on the terms, conditions, and prices, offered by the successful

Respondent for the duration of any Agreement or Contractual arrangement resulting from this Solicitation. These State Agencies and Institutions of Higher Education will issue their own purchase orders, directly receive goods or services at their place of business and be directly billed by the successful Respondent.

1.1.2 The University desires to enter into an exclusive Contract with one qualified, capable and experienced firm(s) to provide the described Work. The services are more specifically described in Section 3 (Scope of Work) of this Solicitation.

1.2 PUBLIC INFORMATION: The University strictly adheres to all statutes, court decisions and the opinions of the Texas Attorney General with respect to disclosure of public information under the Texas

Public Information Act, Chapter 552, Texas Government Code. The University is required to make any information created or exchanged with the state pursuant to this contract that is 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. The following format(s) shall be deemed to be in compliance with this provision: electronic files in Word, PDF, or similar generally accessible format.

1.2.1 The University strictly complies with all statutes, court decisions, and opinions of the Texas

Attorney General with respect to disclosure of Qualification information.

1.2.2 The University has implemented a “No Contact” procedure during the qualification process.

This means that from the date the Request for Qualifications is issued until the date that the contract is awarded by the University there shall be no contact by any vendor to any University employee, except the Director of Procurement and Payment Services and the designated Point of Contact in Section 1.8, in relation to this Proposal. All other communication is prohibited and may be subject to disqualification.

1.2.3 Successful Respondent(s) is required to make any information created or exchanged with the state pursuant to any Agreement or Contractual arrangement resulting from this Solicitation, 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.

1.3 NONDISCRIMINATION: In their execution of any Agreement or Contractual arrangement resulting from this Solicitation, all contractors, subcontractors, their respective employees, and others acting by or through them shall comply with all federal and state policies and laws prohibiting discrimination, harassment, and sexual misconduct. The Respondent shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, of national origin. The Respondent shall ensure that applicants are hired, and that employees are treated during employment without regard to their race, color, sex, religion, age or national origin. Such action shall include, but not be limited to, the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising;

layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Respondent agrees to post in conspicuous places available to employees or applicants for employment, notices to be provided setting forth the provisions of this non-discrimination article.

Respondent shall include these provisions in all subcontracts pertaining to the work.

Any breach of this covenant may result in termination of this agreement.

1.4 TYPE OF CONTRACT: Any Agreement or contractual arrangement resulting from this Solicitation will be in the form of a Contract followed by a Purchase Order.

1.5 PARKING PERMIT REQUIREMENTS:

1.5.1 Visitor’s parking passes are available to selected Respondent.

1.6 CLARIFICATIONS AND INTERPRETATIONS: Any clarifications or interpretations of this

Solicitation that materially affect or change its requirements will be issued formally by the University as a written addendum. It is the responsibility of all Respondents to check the status of formal addenda at least three calendar days before the published submission deadline and to obtain this information timely. All such addenda issued by the University before the Qualifications are due shall be clearly acknowledged by Respondents and incorporated into the response to the Solicitation.

1.6.1 Respondents shall be required to consider only those clarifications and interpretations that the

University issues by formal written addenda prior to the submittal deadline. Interpretations or clarifications obtained in any other form, including oral statements, will not be binding on the

University and shall not be relied on in preparing Qualifications.

1.6.2 This Solicitation and any formal written addenda, if required, will be issued by the University via the Electronic State Business Daily (ESBD) website located at:

http://www.txsmartbuy.com/esbd. Please reference the Solicitation number provided in this

Solicitation. It is the responsibility of each respondent to check this website frequently for any posted addenda. Failure to acknowledge any and all addenda may result in the disqualification of your qualification.

1.7 SUBMISSION OF STATEMENTS OF QUALIFICATIONS, HUB SUBCONTRACTING PLANS

AND PRICING AND DELIVERY PROPOSALS:

1.7.1 DEADLINE AND LOCATION:

Statements of Qualifications, HUB Subcontracting Plans and the Pricing and Delivery

Proposals will be accepted until the time and at the place specified below.

http://www.txsmartbuy.com/esbd

2:00pm Local Time, Friday, October 11, 2024

(Hand Delivery)

Attn: Kelli Morris, CTCD

Lamar University

Procurement Services

Otho H. Plummer Building, Room 120 4400 South Dr. Martin Luther King, Jr. Parkway Beaumont, Texas 77705

(Courier Delivery)

Procurement Services

1050 East Lavaca Street

*Our building is the round building on the corner of MLK and E Virginia Street. The office door faces LU’s Visitor’s Information Booth.

All questions regarding this Solicitation, shall be in writing to the Point of Contact listed in section 1.8 no later than Tuesday, October 1, 2024 at 2:00 p.m. local time.

It is the Respondent’s sole responsibility for preparing, submitting and delivering a response with all required materials to the designated location on or before the published submittal deadline.

1.7.1.1 If submitting by mail or courier service, the Respondent is cautioned to allow sufficient time for delivery prior to the published deadline to the location specified above.

1.7.1.2 Failure to deliver by the submittal deadline may not be grounds for disputing the procurement solicitation process or any resulting Contract award.

1.7.2 The Point-of-Contact identified in Section 1.8 will identify the official time clock at the

Qualification submittal location identified above.

1.7.3 The University will not acknowledge or receive Qualifications that are delivered by telephone, facsimile (fax), electronic mail (e-mail) or other electronic means.

1.7.4 Respondent materials are to be enclosed in a sealed envelope, box or container, addressed to the Point of Contact person and include the Pricing and Delivery Proposal and the Statement of Qualifications materials. The outside mailing package is to clearly identify the

Solicitation Number 734-09192024-KM, submittal deadline, and the name, return address, and email address (for RFP notification) of the Respondent. The Pricing and Delivery Proposal, HUB Sub-Contracting Plan and the Statement of Qualifications materials are to be packaged in separate, sealed envelopes within the sealed envelope, box or container (see

Exhibit D).

1.7.5 Due to the nature of the Solicitation and evaluation process used for this Solicitation, only the names of the submitting Respondent(s) will be read aloud immediately following the Proposal due date and time stated in 1.7.1. Upon award, if any, a written request in accordance with paragraph 1.2 may be submitted by any interested party

1.7.6 REQUIRED DOCUMENTS: Following is a list of documents that are to be returned as part of the Qualification submittal. Failure to return the required documents will result in the

Qualification being determined as non-responsive and the Qualification will be rejected.

1.7.6.1 Completed and signed HUB Subcontracting Plan – see Section 1.14 and Attachment E

1.7.6.2 Statement of Qualifications – see Section 4

1.7.6.3 Pricing and Delivery Proposal – see Exhibit A and Attachment A

1.7.6.4 Signed Execution of Offer – see Exhibit B

1.7.6.5 Performance and Payment Bond Form – see Attachment D

1.8 POINT-OF-CONTACT: The following person is the University's authorized "Point-of-Contact" for this Solicitation. Respondents shall restrict all contact with, and direct all questions regarding this

Solicitation including questions regarding terms and conditions and technical specifications in writing, to:

Primary: Kelli Morris, Assistant Director of Procurement kelli.morris@lamar.edu

Secondary: Calli Hardy, Procurement Specialist croberts11@lamar.edu

Failure to comply with this section by contacting other University faculty and/or staff regarding this qualification may result in disqualification from consideration.

1.9 THE UNIVERSITY’S RESERVATION OF RIGHTS: The University reserves the right to reject or accept any and all responses and/or temporarily or permanently abandon the Project, make no award or waive minor process or submission irregularities. The University makes no representations, written or oral, that it will enter into any form of Agreement or Contract for any Project with any Respondent to this Solicitation and no such representation is intended or should be construed by the issuance of this

Solicitation.

1.10 ACCEPTANCE OF EVALUATION METHODOLOGY: By submitting its Proposal in response to this Solicitation, Respondent accepts the evaluation criteria and methodology, process and acknowledges and accepts that determination of the “most qualified” firm(s) will require some subjective judgments by the University.

1.11 NO REIMBURSEMENT FOR COSTS: Respondent acknowledges and accepts that any costs incurred from the Respondent’s participation in this Solicitation process shall be at the sole risk and responsibility of the Respondent. Respondents submit Proposals at their own risk and expense.

1.12 MANDATORY PRE-SUBMITTAL CONFERENCE: A Mandatory pre-submittal conference will be held at the time and location described below. Attendees must ensure their attendance is documented by University at the time of the conference. Copies of the RFP documents will not be distributed at the conference. Failure to attend the pre-submittal conference will result in disqualification of the response.

Friday, September 27, 2024, 10:00 AM Local Time

Wayne A Reaud Building, Room 120

985 Jim Gilligan Way

Beaumont, Texas 77705 https://www.lamar.edu/about-lu/campus-map/v-1.1.0/index.html mailto:kelli.morris@lamar.edu mailto:croberts11@lamar.edu https://www.lamar.edu/about-lu/campus-map/v-1.1.0/index.html

1.13 ELIGIBLE RESPONDENTS: Only individual firms or lawfully formed business organizations may respond. This does not preclude a respondent from using consultants. The University will enter into a

Contract only with an individual firm(s) or formal organization(s) that submits a Qualification packet.

1.14 HISTORICALLY UNDERUTILIZED BUSINESSES SUBMITTAL REQUIREMENTS: All agencies of the State of Texas are required to make a "good faith effort" to assist Historically Underutilized

Businesses (each a “HUB”) in receiving their fair share of Contract or Subcontract awards. The goal of the HUB program is to promote full and equal business opportunity for all businesses in contracting with state agencies. If under the terms of any Agreement or Contractual arrangement resulting from this Solicitation, Respondent subcontracts any of the Services then, Respondent must make a good faith effort attempt to utilize HUBs certified by the Texas Procurement and Support Services Division of the

Texas Comptroller of Public Accounts (TPASS).

Qualifications that fail to comply with the subcontracting requirements contained in this Solicitation will constitute a material failure to comply with advertised Specifications and will be rejected by the University as non-responsive. Additionally, compliance with good faith effort guidelines is a condition precedent to awarding any Agreement or Contractual arrangement resulting from this

Solicitation. Respondent acknowledges that, if selected by the University, its obligation to make a good faith effort to utilize HUBs when subcontracting any of the Services will continue throughout the term of all Agreements or Contractual arrangements resulting from this Solicitation. Furthermore, any subcontracting of the Services by the successful Respondent(s) is subject to review by the University to ensure compliance with the HUB program requirements.

If the University determines that subcontracting opportunities are probable, then a HUB

Subcontracting Plan (HSP) is a required element of the response to this Solicitation. Failure to submit a required HUB Subcontracting Plan will result in rejection of the Qualification as noted above.

1.14.1 STATEMENT OF PROBABILITY: The University has determined that subcontracting opportunities are probable in connection with this Procurement Solicitation. Therefore, a HUB

Subcontracting Plan (HSP) is required as a part of the Respondent's Qualification. The

Respondent shall develop and administer a HSP as a part of the Respondent's Qualifications.

1.14.1.1 Each Respondent must complete and return the HSP in accordance with the terms and conditions of this Solicitation. Respondents that fail to do so will be considered non-responsive to this Solicitation in accordance with Section

2161.242, Government Code.

Please note that there are mandated subcontracting opportunity notifications that must be sent and documented, as specified on the HSP form, referenced below, prior to the scheduled response submittal deadline. All potential Respondents are urged to familiarize themselves with the HUB “good faith effort (GFE)” requirements for developing, documenting and submitting an HSP with a response to this

1.14.2 The HSP shall consist of completed forms prescribed by the Texas Procurement and Support

Services Division of the Texas Comptroller of Public Accounts http://www.window.state.tx.us/procurement/prog/hub/hub-subcontracting-plan/ and shall include the following:

a.) certification that Respondent has made a good faith effort to meet the requirements;

b.) identification of the Subcontractors that may be used during the course of the contract;

http://www.window.state.tx.us/procurement/prog/hub/hub-subcontracting-plan/ c.) the expected percentage of work to be subcontracted; and

1.14.2.1 A Respondent may not alter or modify their HSP after the Qualification submittal deadline has passed. The Respondent may be requested by the University to furnish supporting or additional documentation to demonstrate their “good faith effort” in the preparation of the HSP. Failure to furnish the requested information timely may cause a Qualification to be rejected for “non-responsiveness”.

1.14.2.2 Upon execution of the contract, the Successful Respondent(s) will not be permitted to change its HSP unless:

a.) a newly modified version of the HSP that sets forth all changes requested is completed by successful Respondent(s), b.) successful Respondent provides the University with such a modified version of the HSP, with supporting "Good Faith Effort" documentation, c.) University approves the modified HSP in writing, d.) all Agreements or Contractual arrangements resulting from this Solicitation are amended in writing by University and successful Respondent(s) to conform to the modified HSP.

1.14.3 Submit one original and one flash drive of the HSP, marked as RFP # 734-09192024-KM and annotate with the words “HUB Subcontracting Plan Enclosed” as a separate package from both the Statement of Qualifications and the Pricing and Delivery Proposal packages.

1.14.4 HSPs will not be returned to Respondents.

1.14.5 Respondents’ HSPs will be reviewed for completeness and compliance prior to evaluations of the Qualifications. For disqualified HSPs, the Qualification will not be returned to the submitting Respondent.

1.14.6 The Statewide HUB goals per TAC 20.13 are: 11.2 % for heavy construction other than building contracts; 21.1% for all building construction, including general contractors and operative builder’s contracts; 32.9 % for all special trade construction contracts; 23.7 % for professional services; 26 % for all other services contracts; and 21.1 % for commodities contracts.

1.14.7 For information regarding the proper preparation of the HSP or any aspect of the University’s

HUB Outreach Program, contact:

Kelli Morris

Director of Procurement Services kmorris1@lamar.edu

1.15 CERTAIN PROPOSALS AND CONTRACTS PROHIBITED: Under Section 2155.004, Texas

Government Code, a State Agency may not accept a Proposal or award a Contract that includes proposed financial participation by a person who received compensation from the agency to participate in preparing the Specifications or Request for Proposals on which the Proposal or Contract is based.

All Respondents must certify their eligibility by acknowledging the following statement, "Under

Section 2155.004, Government Code, the Respondent certifies that the individual or business entity mailto:kmorris1@lamar.edu named in this bid 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." If a State

Agency determines that an individual or business entity holding a state Contract was ineligible to have the Contract accepted or awarded as described above, the State Agency may immediately terminate any

Agreement or Contractual arrangement resulting from this Solicitation without further obligation to the successful Respondent(s). This section does not create a cause of action to contest a Proposal or award of a state contract.

1.16 SALES AND USE TAXES: The University is exempt from sales tax and will provide an exemption form upon request.

1.17 CERTIFICATION OF FRANCHISE TAX STATUS: Respondents are advised that the successful

Respondent(s) will be required to submit certification of franchise tax status as required by State Law

(H.B. 175, Acts 70th Leg. R.S., 1987, Ch. 283, p. 3242). The Respondent agrees that each

Subcontractor and Supplier under Contract will also provide a certification of franchise tax status.

1.18 REQUIRED NOTICES OF INSURANCE COVERAGE: (See Exhibit C)

1.19 DELINQUENCY IN PAYING CHILD SUPPORT: Under Section 231.006, Family Code, the

Respondent 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.

1.20 PAYMENT TERMS: The University will pay for Work performed under this Contract “net 30 days in accordance with Texas Government Code, section 2251.021”. Alternate payment terms may be proposed by a Respondent, but the University reserves the right to reject the terms if determined not to be in its best interests.

1.20.1 The amount due to the successful Respondent(s) will be paid upon receipt of an undisputed Pay

Application / Invoice. Submit all invoices to:

Accounts Payable: accountspayable@lamar.edu

Or: Lamar University

Accounts Payable

PO Box 10003

Beaumont, Texas 77710

1.21 DEFAULT AND TERMINATION

1.21.1 If a party substantially fails to perform, the other party may terminate any Agreement or

Contractual arrangement resulting from the Solicitation upon fifteen days written notice of termination setting forth the nature of the failure. The termination shall not be effective if the failure is fully cured prior to the end of the fifteen-day period.

1.21.2 Either Party may terminate any Agreement or Contractual arrangement resulting from this

Solicitation, without cause, at any time upon giving ninety days advance notice unless agreed in writing otherwise by the parties. Upon termination pursuant to this paragraph, the successful

Respondent(s) shall receive payment for the services satisfactorily performed from the time of the last payment date to the termination date, provided the successful Respondent(s) shall have delivered to the University a final report describing the work completed to the date of termination. The University shall not reimburse the successful Respondent(s) for any services performed or expenses incurred after the date of termination notice.

1.22 ALTERNATIVE DISPUTE RESOLUTION: The dispute resolution process provided for in Chapter

2260 of the Government Code shall be used, as further described herein, by the University and the successful Respondent(s) to attempt to resolve any claim for breach of Contract made by the successful

Respondent:

1.22.1 The successful Respondent’s claim for breach of any Agreement or Contractual arrangement resulting from this Solicitation that the parties cannot resolve in the ordinary course of business shall be submitted to the negotiation process provided in Chapter 2260, subchapter B, of the

Texas Government Code. To initiate the process:

1.22.1.1 The successful Respondent(s) shall submit written notice, as required by subchapter B, to the University’s Representative.

1.22.1.2 This notice shall specifically state that the provisions of Chapter 2260, subchapter

B, are being invoked.

1.22.1.3 A copy of the notice shall also be given to all other representatives of the

University and the successful Respondent(s) otherwise entitled to notice under the parties’ contract.

1.22.1.4 Compliance by the successful Respondent(s) with subchapter B is a condition precedent to the filing of a contested case proceeding under Chapter 2260, subchapter C, of the Government Code.

1.22.2 The contested case process provided in Chapter 2260, subchapter C, of the Government Code is the successful Respondent’s sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by the University if the parties are unable to resolve their disputes under subparagraph (A) of this paragraph.

1.22.3 Compliance with the contested case process provided in subchapter C is a condition precedent to seeking consent to sue from the Legislature under Chapter 107 of the Civil Practices and

Remedies Code. Neither the execution of any Agreement or Contractual arrangement resulting from this Solicitation by the University nor any other conduct of any representative of the

University relating to any Agreement or Contractual arrangement resulting from this

Solicitation shall be considered a waiver of sovereign immunity to suit.

1.22.4 The submission, processing and resolution of the successful Respondent’s claim is governed by the published rules adopted by the Attorney General pursuant to Chapter 2260, as currently effective, hereafter enacted or subsequently amended.

1.22.5 The occurrence of an event nor the pendency of a claim constitutes grounds for the suspension of performance by the successful Respondent(s), in neither whole or in part.

1.22.6 The designated individual responsible on behalf of the University for examining any claim or counterclaim and conducting any negotiations related thereto as required under §2260.052 of the Texas Government Code shall be the University’s Representative named in section 1.8.

1.23 LOSS OF FUNDING: Performance by the University under this Agreement may be dependent upon the appropriation and allotment of funds by the Texas State Legislature (the "Legislature"), allocation of funds by the Board of Regents of The Texas State University System (the "Board") or funding availability through a Sponsored Program Funding Agency. If the Legislature fails to appropriate or allot the necessary funds, the Board fails to allocate the necessary funds, or funding is not available through a Sponsored Program Funding Agency, then the University will issue written notice to

Contractor and the University may terminate this Agreement without further duty or obligation hereunder. Contractor acknowledges that appropriation, allotment, and allocation of funds are beyond the control of the University.

1.24 LIMITATIONS: The Parties are aware that there are constitutional and statutory limitations on the authority of the University (a State agency) to enter into certain terms and conditions of any Agreement or Contractual arrangement resulting from this Solicitation, including, but not limited to:

1.24.1 those terms and conditions relating to liens on the University’s property

1.24.2 disclaimers and limitations of warranties

1.24.3 disclaimers and limitations of liability for damages; waivers, disclaimers and limitations of legal rights, remedies, requirements and processes

1.24.4 limitations of periods to bring legal action, granting control of litigation or settlement to another party

1.24.5 liability for acts or omissions of third parties

1.24.6 payment of attorneys’ fees; dispute resolution; indemnities

1.24.7 confidentiality (collectively, the “Limitations”)

Terms and conditions related to the Limitations will not be binding on the University except to the extent authorized by the laws and Constitution of the State of Texas.

1.25 CONTRACT CONTROLLING: These Terms and Conditions shall take precedence over any Terms and Conditions contained in any Proposal, like document or any document referenced or attached. Any

Agreement or Contractual arrangement resulting from this Solicitation shall be construed under the laws of the State of Texas, and venue for any action brought hereunder shall be Travis County, Texas.

1.26 UNDOCUMENTED WORKERS – The Immigration and Nationality Act (8 United States Code

1324a) ("Immigration Act") makes it unlawful for an employer to hire or continue employment of undocumented workers. The United States Immigration and Customs Enforcement Service has established the Form 1-9 Employment Eligibility Verification Form ("1-9 Form") as the document to be used for employment eligibility verification (8 Code of Federal Regulations 274a). Among other things, the successful Respondent(s) is required to: (1) have all employees complete and sign the 1-9

Form certifying that they are eligible for employment; (2) examine verification documents required by the 1-9 Form to be presented by the employee and ensure the documents appear to be genuine and related to the individual; (3) record information about the documents on the 1-9 Form, and complete the certification portion of the 1-9 Form; and (4) retain the 1-9 Form as required by Applicable Laws.

It is illegal to discriminate against any individual (other than a citizen of another country who is not authorized to work in the United States) in hiring, discharging, or recruiting because of that individual's national origin or citizenship status. If the successful Respondent(s) employs unauthorized workers, during the performance of any Agreement or Contractual arrangement resulting from this Solicitation, in violation of the Immigration Act then, in addition to other remedies or penalties prescribed by

Applicable Laws, the University may terminate any Agreement or Contractual arrangement resulting from this Solicitation. Successful Respondent(s) represents and warrants that it is in compliance with and agrees that it will remain in compliance with the provisions of the Immigration Act.

1.27 EQUAL OPPORTUNITY – Pursuant to Applicable Laws, the successful Respondent(s) represents and warrants that it is an equal opportunity employer and does not discriminate on the basis of race, color, religion, national origin, age, mental or physical disability, or sex.

1.28 MISCELLANEOUS TERMS AND CONDITIONS:

1.28.1 The successful Respondent(s) agrees to indemnify and hold harmless the University from any claim, damage, liability, expense, or loss arising out of the successful Respondent’s performance under any Agreement or Contractual arrangement resulting from this

1.28.2 The successful Respondent(s) shall neither assign its rights nor delegate its duties under any

Agreement or Contractual arrangement resulting from this Solicitation without the prior written consent of the University.

1.28.3 The successful Respondent(s) shall be an Independent Contractor, and neither the successful

Respondent(s) nor any Employee of the successful Respondent(s) shall be deemed to be an

Agent or Employee of the University. As an Independent Contractor, the successful

Respondent(s) will be solely responsible for determining the means and methods for performing the services described. The successful Respondent(s) shall observe and abide by all applicable laws and regulations, policies and procedures, including but not limited to, those of the University relative to conduct on its premises.

1.28.4 Any Agreement or Contractual arrangement resulting from this Solicitation (including all

Exhibits, Attachments, etc.) constitutes the sole Contract of the parties and supersedes any other oral or written understanding or Contract. Any Agreement or Contractual arrangement resulting from this Solicitation and each of its provisions will be binding upon the parties and may not be waived, modified, amended or altered except in writing signed by the University and the successful Respondent(s).

1.28.5 The successful Respondent(s) certifies that, upon the effective date of any Agreement or

Contractual arrangement resulting from this Solicitation, the successful Respondent(s) is not delinquent in payment of State of Texas corporate franchise taxes. The successful

Respondent(s) agrees that any false statement with respect to franchise tax status shall be a material breach hereof and the University shall be entitled to terminate any Agreement or

Contractual arrangement resulting from this Solicitation upon written notice to the successful

Respondent(s).

1.28.6 Any written notice required by any Agreement or Contractual arrangement resulting from this Solicitation shall be mailed to the attention of the University's Designated Authorized

Representative as noted in contract.

1.28.7 Except as otherwise provided, neither the successful Respondent(s) nor the University, shall be liable to the other for any delay in, or failure of performance, of a requirement contained in any Agreement or Contractual arrangement resulting from this Solicitation caused by

Force Majeure as defined in the Solicitation. 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.

1.28.8 “Force Majeure” is defined as acts of God, war, strike, fires, explosions, 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. Each party must inform the other in writing with proof of receipt within three business days of the existence of such Force

Majeure or otherwise waive this right as a defense.

1.28.9 Representations and Warranties by the successful Respondent(s). If the successful

Respondent(s) is a corporation or a limited liability company, the successful Respondent(s) warrants, represents, covenants, and agrees that it is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and is duly authorized and in good standing to conduct business in the State of Texas, that it has all necessary power and has received all necessary approvals to execute and deliver any

Agreement or Contractual arrangement resulting from this Solicitation, and the individual executing any Agreement or Contractual arrangement resulting from this Solicitation on behalf of the successful Respondent(s) has been duly authorized to act for and bind the successful Respondent(s).

1.28.10 Products and Materials Produced in Texas. If the successful Respondent(s) will provide services under any Agreement or Contractual arrangement resulting from this Solicitation, the successful Respondent(s) covenants and agrees that in accordance with Section

2155.4441, Texas Government Code, in performing its duties and obligations, the successful

Respondent(s) will purchase products and materials produced in Texas when such products and materials are available at a price and delivery time comparable to products and materials produced outside of Texas.

1.28.11 Access by Individuals with Disabilities.

1.28.11.1 The successful Respondent(s) shall comply with all applicable requirements and provisions of the Americans with Disabilities Act (ADA).

1.28.11.2 The successful Respondent(s) represents and warrants that the electronic and information resources and all associated information, documentation, and support (collectively, the "EIRs") that it provides to the University under any

Agreement or Contractual arrangement resulting from this Solicitation comply with the applicable requirements set forth in Title 1, Chapter 213 of the Texas

Administrative Code and Title 1, Chapter 206, Rules §206.50 and §206.70 of the Texas Administrative Code authorized by Chapter 2054, Subchapter M of the Texas Government Code, United States Rehabilitation Act of 1973 and its amendments, Section 508; and World Wide Web Consortium (W3C), Web

Accessibility Initiative (WAI), Web Content Accessibility Guidelines (WCAG)

1.0 and 2.0AA. All submissions must include all Voluntary Product

Accessibility Templates (VPAT), Information Technology Industry Council

(ITIC) and General Services Administration (GSA) that describes compliance with Section 508. In the event that the successful Respondent(s) fails or is unable to do so, then the University may terminate any Agreement or

Contractual arrangement resulting from this Solicitation and the successful

Respondent(s) will refund to the University all amounts the University has paid under any Agreement or Contractual arrangement resulting from this

Solicitation within thirty-days after the termination date.

1.28.12 Patent, Trademark, Copyright and Other Infringement Claims. The successful Respondent(s) shall indemnify, save and hold harmless the University from and against claims of patent, trademark, copyright, trade secret or other proprietary rights, violations or infringements arising from the University’s or the successful Respondent's use of or acquisition of any services or other items provided to the University by the successful Respondent(s) or otherwise to which the University has access as a result of the successful Respondent's performance under any Agreement or Contractual arrangement resulting from this

Solicitation, provided that the University shall notify the successful Respondent(s) of any such claim within a reasonable time of the University's receipt of notice of any such claim.

If the successful Respondent(s) is notified of any claim subject to this section, the successful

Respondent(s) shall notify the University of such Claim within five business days of such notice. No settlement of any such claim shall be made by the successful Respondent(s) without the University’s prior written approval. The successful Respondent(s) shall reimburse the University for any Claims, damages, losses, costs, expenses, judgments, or any other amounts, including, but not limited to, attorneys' fees and court costs, arising from any such claim. The successful Respondent(s) shall pay all reasonable costs of the University’s legal counsel and shall also pay costs of multiple counsels, if required, to avoid conflicts of interest. The successful Respondent(s) represents that it has determined what licenses, patents and permits are required under any Agreement or Contractual arrangement resulting from this Solicitation and has acquired all such licenses, patents and permits.

1.28.13 The successful Respondent(s) further covenants and agrees to:

FULLY INDEMNIFY and HOLD HARMLESS, The Texas State University System

(TSUS), TSUS Regents, Lamar University and the elected officials, employees, officers, directors, volunteers, and representatives of the University, individually or collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including but not limited to, personal or bodily injury, death and property damage, made upon the University directly or indirectly arising out of, resulting from or related to the successful Respondent's activities under any Agreement or Contractual arrangement resulting from this Solicitation, including any acts or omissions of the successful

Respondent(s), any Agent, Officer, Director, Representative, Employee, Consultant or the

Subcontractor of the successful Respondent(s), and their respective Officers, Agents, Employees, Directors and Representatives while in the exercise of performance of the rights or duties under any Agreement or Contractual arrangement resulting from this Solicitation.

The indemnity provided for in this paragraph does not apply to any liability resulting from the negligence of the University, Officers or Employees, separate Contractors or assigned

Contractors, in instances where such negligence causes personal injury, death or property damage.

IN THE EVENT THE SUCCESSFUL RESPONDENT(S) AND THE UNIVERSITY ARE

FOUND JOINTLY LIABLE BY A COURT OF COMPETENT JURISDICTION,

LIABILITY WILL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH

THE LAWS OF THE STATE OF TEXAS, WITHOUT WAIVING ANY

GOVERNMENTAL IMMUNITY AVAILABLE TO THE STATE UNDER TEXAS LAW

AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW.

1.28.14 The provisions of this Indemnification are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity.

1.28.15 The indemnities contained herein shall survive any termination of any Agreement or

Contractual arrangement resulting from this Solicitation.

1.28.16 Supporting Documents, Retention; Right to Audit; Independent Audits. The successful

Respondent(s) shall maintain and retain supporting fiscal and any other documents relevant to showing that any payments under any Agreement or Contractual arrangement resulting from this Solicitation were expended in accordance with the laws and regulations of the State of Texas, including, but not limited to, requirements of the Comptroller of the State of Texas and the State Auditor. The successful Respondent(s) shall maintain all such documents and other records relating to any Agreement or Contractual arrangement resulting from this

Solicitation and the State’s property for a period of four years after the date of submission of the final invoices or until a resolution of all billing questions, whichever is later. The successful Respondent(s) shall make available at reasonable times and upon reasonable notice, and for reasonable periods, all documents and other information related to the Work of any Agreement or Contractual arrangement resulting from this Solicitation. The successful Respondent(s) and its Subcontractors shall provide the State Auditor with any information that the State Auditor deems relevant to any investigation or audit. The successful Respondent(s) must retain all work and other supporting documents pertaining to any Agreement or Contractual arrangement resulting from this Solicitation, for purposes of inspecting, monitoring, auditing, or evaluating by the University and any authorized agency of the State of Texas, including an investigation or audit by the State Auditor.

The successful Respondent(s) shall cooperate with any authorized agents of the State of

Texas and shall provide them with prompt access to all of the State’s work as requested. The successful Respondent's failure to comply with this requirement shall constitute a material breach of any Agreement or Contractual arrangement resulting from this Solicitation and shall authorize the University and the State of Texas to assess immediately appropriate damages for such failure. The acceptance of funds by the successful Respondent(s) or any other entity or person directly under any Agreement or Contractual arrangement resulting from this Solicitation, or indirectly through a subcontract under any Agreement or

Contractual arrangement resulting from this Solicitation, shall constitute acceptance of the authority of the State Auditor to conduct an audit or investigation in connection with those funds. The successful Respondent(s) acknowledges and understands that the acceptance of funds under any Agreement or Contractual arrangement resulting from this Solicitation shall constitute consent to an audit by the State Auditor, Comptroller or other agency of the State of Texas. The successful Respondent(s) shall ensure that this paragraph concerning the

State’s authority to audit funds received indirectly by Subcontractors through the successful

Respondent(s) and the requirement to cooperate is included in any subcontract it awards.

Furthermore, 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.

1.28.17 Ownership of Work Products including Intellectual Property, The parties shall deem all work products produced as a result of this agreement as “works for hire.” Upon delivery, all work products, including writings, drawings, plans, reports, specifications, calculations, documents, presentations, and other materials developed under this agreement shall be the University’s exclusive property, to use as the University deems appropriate.

Successful Respondent(s) relinquishes all claims to copyright and other intellectual property rights in favor of the University.

Neither successful Respondent(s) nor its Subcontractors, if any, shall make any such materials available to any individual or organization, without the prior written approval of the University’s authorized representative, or designee. Successful Respondent(s) makes no representation of the suitability of the work product for use in, or application to, circumstances not contemplated by the scope of work.

1.28.18 The President of the University or an Authorized Designee, may require the successful

Respondent(s) to remove any person from the campus that, in his or her judgment, poses a danger to health or safety

1.28.19 COMPLIANCE WITH THE UNIVERSITY POLICIES

RESPONDENT IS NOTIFIED THAT IN THE EVENT OF AN AWARD THE

FOLLOWING THE UNIVERSITY POLICIES, AT A MINIMUM, SHALL APPLY TO A

RESPONDENT’S EMPLOYEES AND SUBCONTRACTORS WHILE ON THE LAMAR

UNIVERSITY CAMPUS:

a. On-campus driving and parking

b. Prohibition on smoking or tobacco use

c. Fire safety; Hazardous Materials

d. Drug-free workplace

e. Prohibition of sexual harassment, or harassment or discrimination based on race, color, national origin, age, sex, religion, disability, or sexual orientation.

The University website may be viewed at http://www.lamar.edu/index.html.

1.28.20 In accordance with Texas Education Code, Chp. 51, Section 51.9335, Subsection (h), any contract for the acquisition of goods and services to which an institution of higher education is a party, a provision required by applicable law to be included in the contract is considered to be a part of the executed contract without regard to:

a. Whether the provision appears on the face of the contract; or

b. Whether the contract includes any provision to the contrary.

1.29 NON-BOYCOTT VERIFICATION: Pursuant to Section 2270.002 of the Texas Government Code, Respondent certifies that either (i) it meets an exemption criterion under Section 2270.002; or (ii) it does not boycott Israel and will not boycott Israel during the term of the contract resulting from this solicitation. Respondent shall state any facts that make it exempt from the boycott certification in its response.

1.30 CYBERSECURITY TRAINING PROGRAM: Pursuant to Section 2054.5191, Texas Government

Code, Respondent and its subcontractors, officers, and employees, who are provided credential granting access to Component’s computer system also known as Component’s information system, must complete a cybersecurity training program certified under Section 2054.519, Texas Government Code as selected by the Component. The cybersecurity training program must be completed during the term and any renewal period of the Agreement. Respondent shall verify in writing completion of the program to the University within the first thirty (30) calendar days of the term and any renewal period of this

Agreement. Failure to comply with the requirements of this section are grounds for termination for cause of the Agreement.

1.31 FIREARM ENTITIES AND TRADE ASSOCIATIONS DISCRIMINATION: Pursuant to Chapter

2274, Texas Government Code, Respondent verifies that (i) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (ii) will not discriminate during the term of the Agreement against a firearm entity or firearm trade association.

1.32 VACCINE PASSPORT PROHIBITION: Respondent…