RFP #0004088

Attachment K

Furniture and Fixture Package for 1500 Congress and 1501 Lavaca Office Buildings Capital Complex, Phase 2

ATTACHMENT K

Special Conditions and Statement of Work

I. DEFINITIONS

1.1 Unless specifically provided otherwise, all words and phrases in initial caps shall have the meanings set out in this Section 1.0.

A. Construction Manager-at-Risk (“CMR”) means the general contracting firm designated by Owner to provide construction services for the Capitol Complex, Phase 2, 1500 Congress and 1501 Lavaca Office Buildings. JE Dunn Construction has been engaged by Owner as the CMR.

B. Contract means the Purchase Order including all attachments, exhibits, solicitation documents, addenda, and purchase order change notices.

C. Contract Time means the period between the start date identified by the Project Manager for any stage of the Work, and the Substantial Completion date identified or as may be identified by the Project Manager.

D. Contractor means the individual, legal partnership, or corporation, whose proposal is accepted and who enters into a contract with TFC for providing and installing furniture under this Contract.

E. Furniture Planner means Professional service provider designated by TFC to provide furniture planning services and perform contract administration responsibilities. HOK has been engaged by TFC as the Furniture Planner for the Project.

F. Installation Manager means the Contractor’s representative with over-all responsibility for coordination of the Project.

G. Installation Supervisor means the on-site Contractor representative acting as the main point of contact and coordinator for the furniture delivery and installation.

H. Owner means the Texas Facilities Commission.

I. Project means the provision, delivery, and installation of furniture and systems furniture for the Capitol Complex, Phase 2, 1500 Congress and 1501 Lavaca Office Buildings J. Project Manager means the individual designated by the Owner who is authorized to represent the Owner during the performance of the contract.

K. RFP means TFC’s Request for Proposal No. 00004088, dated 9/22/2025.

L. Stage means a phase of delivery and installation.

Furniture and Fixture Package for 1500 Congress and 1501 Lavaca Office Buildings Capital Complex, Phase 2

II. STATEMENT OF WORK.

2.1 Background.

A. The 1500 Congress Avenue State Building is a one hundred and forty-six thousand three Hundred and twenty-four (146,324) square foot, five (5) story office building with a six-level underground parking garage and 1501 Lavaca State Office Building is a three hundred eighty-six thousand six hundred and eighty-eight (386,688) square foot, seven

(7) story office building with a six-level underground parking garage. The buildings are located on the north side of 15th Street. The current street address of each building is 1500 Congress and 1501 Lavaca, Austin, Texas, 78701.

B. Statement of Work.

1) Contractor shall provide the equipment, tools, materials, labor, insurance, transportation and delivery services necessary to fabricate or procure, deliver, and install certain furniture and systems furniture at the 1500 Congress and 1501 Lavaca Office Buildings

2) Contractor shall be responsible for examining all facilities in which the work will take place and to be familiar with the conditions under which the work will be accomplished. Contractor shall inspect existing conditions prior to commencing work, including elements subject to damage or movement during the Project.

C. Modifications to Specifications or Drawings (Project Manual). Modifications to specifications or drawings must be approved by the Project Manager prior to modification. Contractor must notify the Project Manager of any discrepancies in the drawings. Contractor shall provide marked-up sets of specifications and drawings, marked in red, with any in-place installations differing from those indicated in the drawings as originally shown.

D. Drawings. Record installation drawings shall be furnished to the Project Manager within five (5) business days of completion of the Project. Drawings shall be in .dwg format using current AutoCAD software. Final payment will be withheld pending delivery of complete and accurate as-built drawings.

E. Installation and Repairs. All work shall be in strict accordance with federal, state, and local codes and ordinances and comply with the Occupational Safety and Health Administration (OSHA) requirements and the Americans with Disabilities Act Accessibility Guidelines.

F. Materials. Contractor shall provide any and all parts required to perform the work. All materials and components installed shall meet the manufacturer’s minimum recommended specifications and must be compatible with the existing equipment, as applicable. Contractor shall ensure documentation verifying conformance to

Furniture and Fixture Package for 1500 Congress and 1501 Lavaca Office Buildings Capital Complex, Phase 2 manufacturer’s minimum recommended specifications is provided to Project Manager prior to installation. Contractor shall ensure that access to standard stocked parts for remedial or emergency work is available.

G. Project Manager. The instructions of the Project Manager are to be strictly and promptly followed by Contractor in every case. The Project Manager is to have free access to the materials and the work at all times for measuring and inspecting the work, and Contractor is to afford the Project Manager all necessary facilities and assistance for so doing. The Project Manager will decide any and all questions which may arise as to the quality and acceptability of work performed, and as to the manner of performance and rate of progress of the work. The Project Manager will determine the amount of work performed and materials furnished which are to be paid under this Contract.

Failure of the Project Manager during the progress of the Contract, to: (i.) discover or reject unacceptable work; (ii.) discover work not in accordance with the Contract; or, (iii.) failure to exercise any remedies in connection therewith, shall not be deemed an acceptance thereof, nor a waiver, of TFC’s right to full performance of the contract.

H. Callback. For the purposes of evaluating performance under this Contract, a “Callback” is defined as a failure due to the Contractor’s inability, negligence, or lack of knowledge to correct a problem. All Callbacks shall be responded to in thirty (30) minutes or less.

I. Security and Identification. Contractor shall abide by all procedures and rules as conveyed by TFC’s Project Manager regarding security requirements of the property where work is to be performed. Contractor employees and subcontractors must wear either uniforms or appropriate clothing identifying them as employees of the Contractor or subcontractors at all times when working in TFC facilities. Shorts and/or muscle shirts shall not be worn at any time. Contractor personnel must have a TFC identification badge visible at all times when working in TFC facilities.

J. Contractor Access. Access routes, entrance gates or doors, parking and storage areas, and other necessary Contactor access, along with any imposed time limitations shall be designated by the Project Manager. Contractor shall conduct operations in strict observation of the access routes and other areas established. Under no circumstances shall any of Contractor's employees, vehicles, or equipment enter or move upon any area not authorized by the Project Manager for access by Contractor.

K. Examination of Premises. Contractor shall be held to have examined all facilities properties to which the work will take place and to be familiar with the conditions under which the work will be accomplished. Contractor shall inspect existing conditions prior to commencing work, including elements subject to damage or movement during the performance of services under this Contract.

Furniture and Fixture Package for 1500 Congress and 1501 Lavaca Office Buildings Capital Complex, Phase 2

L. Existing Utilities and Structures.

1) Contractor shall adequately protect the work, TFC’s property, adjacent property and the public. In the event of damage to facilities as a result of Contractors operations, Contractor shall take immediate steps to notify the Project Manager and subsequently repair or restore all services and facilities to the satisfactory approval of the Project Manager. Further, Contractor shall engage any additional outside services which may be necessary to facilitate repairs until services and facilities are restored. All costs involved in making repairs and restoring disrupted services and facilities shall be borne by Contractor, and Contractor shall be fully responsible for any and all claims resulting from the damage. The Project Manager may elect to perform such repairs and deduct the cost of such repairs, replacements, and outside services from amounts due to Contractor.

2) Upon the approval of the Project Manager, Contractor shall have the right to utilize air, water, electricity, and similar items of expense from existing outlets at TFC property.

LI. M. Storage / Waste Removal. Contractor will be allowed to temporarily store materials and equipment in performance of this Contract during the project time period only if space is available. Storage space will be arranged through the Project Manager.

Contractor shall keep premises clean on a continual basis and no trash or debris will be permitted to accumulate in work areas. Use of a dust barrier may be required and will be communicated to Contractor by the Project Manager on a per stage basis. Contractor shall be responsible for removal and disposal of all waste packaging material and excess materials purchased by Contractor associated with this project which may include, if applicable, the rental of a waste receptacle. If needed, site placement of the waste receptacle shall be approved by the Project Manager. TFC is not responsible for the security of stored materials and equipment. TFC encourages the use of gang boxes for tool storage and securing the site when unoccupied by Contractor. Contractor shall maintain at all times clear access to fire lanes, and emergency and utility control facilities such as fire hydrants, fire alarm boxes, utility valves, manholes, junction boxes, fire extinguishers and emergency exits.

LII. N. Smoking. All facilities where work is to be performed are nonsmoking buildings.

Contractor employees and subcontractors are prohibited from smoking in all areas except in areas designated for smoking.

LIII. O. Disposal of Salvageable Items. The Project Manager shall mark and/or otherwise inform Contractor of any material that will be salvaged by TFC. Disposal may include depositing in a central location for salvage by TFC or delivery to TFC's warehouse, Furniture and Fixture Package for 1500 Congress and 1501 Lavaca Office Buildings Capital Complex, Phase 2 located at 6506 Bolm Road, Austin, Texas, or other locations as determined by the Project Manager.

Q. Chemicals. Contractors and subcontractors shall provide TFC Risk Management and the Project Manager a legible Material Safety Data Sheet (hereinafter referred to as “MSDS”) for all chemicals to be used or brought onto TFC controlled property for each project. MSDS’s shall be submitted prior to the start of work.

R. Equipment Damage. Any damage to Contractor supplied furniture, fixtures, or equipment shall be reported to the Furniture Manager, Furniture Planner, and Project Manager. Damaged to goods caused by Contractor or subcontractor shall be either replaced or provided at a discount to TFC. The acceptance of a discount is at the sole discretion of TFC.

III. TERM.

3.1. Project Completion Time. The Project will be completed in stages scheduled in accordance with approved installation schedule and in no more than thirty (30) days from the delivery of materials and equipment. Subject to Section 3.6, Liquidated Damages, below, if Contractor cannot perform work within the timeframe stated, Contractor will be subject to a penalty of Five Hundred and No/100 Dollars ($500.00) per day for each day work continues beyond the agreed upon timeframe. This amount will be assessed against the total cost of the Contractor’s performance on this Contract.

3.2 Contract Award and Duration. This Contract shall be effective as of the date of issue of the Purchase Order and shall expire no later than February 28, 2027, unless extended by the parties by issuance of a Purchase Order Change Notice (POCN) or terminated earlier, as provided in Section 3.4 below.

A. 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.

3.3. Working Hours. Contractor shall have dedicated access to the loading dock and elevator during delivery times. Deliveries and unloading will take place during normal working hours and after hours as required in order to avoid other trades. This will be coordinated with the CMR and Construction Superintendent prior to every delivery. Installation shall take place during normal working hours of 7:30 a.m. - 5:30 p.m., Monday through Friday, with Furniture Installers working a single shift only. Contract work may also be performed at hours other than normal business hours at the direction of the Project Manager in order to meet required schedules.

3.4. Termination.

A. Termination with Default. TFC may terminate this Contract immediately for default by providing written notice to Contractor of such termination if Contractor fails to execute the work properly, performs work in an unsatisfactory manner, or fails to perform any provision of the Contract. In the event of abandonment or default, Contractor will be

Furniture and Fixture Package for 1500 Congress and 1501 Lavaca Office Buildings Capital Complex, Phase 2 responsible for paying damages to TFC, including but not limited to, the cost to re-solicit this Contract and any consequential damages to the State of Texas or TFC resulting from Contractor’s non-performance. The defaulting Contractor will not be considered in the re-solicitation and may not be considered in future solicitations for the same type of work, unless the scope of work is significantly changed.

B. Termination without Default. TFC may, at its sole option and discretion, terminate this Contract at any time, for any reason whatsoever, in whole or in part, by giving written notice (hereinafter referred to as "Notice of Termination") to Contractor at least thirty

(30) days prior to the effective date of termination or reduction in the scope of work. In the event of termination by TFC under this subsection, Contractor shall be governed by the terms and conditions, and shall perform the acts outlined in the following Section C.

C. Implementation of Termination. Contractor shall terminate all work under the Contract to the extent and on the date specified in the Notice of Termination and until such date shall, to the extent stated in Notice of Termination, do such work as may be necessary and be compensated only for such work as may be necessary as determined by the Project Manager to preserve the work in progress and to protect materials, properties, and equipment. TFC shall pay Contractor for all work satisfactorily performed up to the effective date of termination or reduction in the scope of work in accordance with the prices included in the scope of work.

D. Termination by Contractor. Contractor may terminate the Contract upon providing sixty (60) days’ written notice to TFC. In the event of termination by Contractor, Contractor shall be governed by the terms and conditions of this Contract and shall perform the acts outlined in Section 3.4.3. above. Contractor will be held responsible for additional cost incurred from the termination of this Contract.

3.5. Unsatisfactory Performance. TFC may consider the following as unsatisfactory performance:

A. Failure to meet promised deadline.

B. Failure to provide labor and material that meets or exceeds local building codes.

C. Failure to remove waste materials on job site.

D. Failure to provide safety measures around jobsite.

E. Failure to provide daily progress reports to designated TFC personnel.

3.6. Liquidated Damages.

A. Owner is entitled to full and beneficial occupancy and use of the completed Work following expiration of the Contract Time. If Contractor fails to complete substantially, or cause the Substantial Completion of any portion of the Work within the Contract Time, Owner will sustain actual damages as a result of such failure. The exact amount of such damages may be difficult to ascertain. If Contractor neglects, fails, and/or refuses to achieve Substantial Completion of the Work by the Substantial Completion Date, subject to any proper extension granted by Owner, Contractor shall pay liquidated damages to Owner for each day in which such Work is not completed, not as a penalty, Furniture and Fixture Package for 1500 Congress and 1501 Lavaca Office Buildings Capital Complex, Phase 2 but as liquidated damages for the damages that would be suffered by Owner as a result of delay for each calendar day that Contractor fails to complete the Work as required herein.

B. The amount of liquidated damages for each day, which the Work is not completed, is Five Hundred and No/100 Dollars ($500.00) per day.

IV. CONSIDERATION.

4.1 Contract Limit and Fees and Expenses.

A. The total amount of this Contract shall not exceed the amount shown on the Purchase Order. Pricing fees will be invoiced in accordance with Attachment D - Compensation and Fees Furniture Package Proposal Forms, attached hereto and incorporated herein for all purposes. Any changes to the not-to-exceed amount or the pricing fees set forth in Attachment D shall be submitted to TFC for review and shall be approved by issuance of a Purchase Order Change Notice.

B. If, at any time during the term of this Contract, Contractor reduces the comparable price of any article or service covered by the Contract to customers other than TFC, the prices charged to TFC for such articles 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 TFC. In addition to invoicing at the reduced prices, Contractor shall furnish promptly to TFC complete information regarding the reduction.

4.2. Payments to Contractor.

A. Payments to contractor will be made at the completion of each Stage of the Work and within thirty (30) days from receipt of a correct invoice or billing statement in accordance with the Texas Government Code, Chapter 2251, Texas Prompt Payment Act. An invoice is considered received on the date it is date stamped by TFC.

Contractor will be paid for completion of each Stage of the Work accepted and approved by the Project Manager.

B. Contractor shall invoice TFC for work performed by Vendor Identification Number (“VID”), building and purchase order number. Additionally, invoices for any materials purchased, subcontractors utilized or payment and performance bonds required for each project must be provided. Address for submission is: Texas Facilities Commission, Fiscal Department, P.O. Box 13047, Austin, Texas 78711-3047 or accountspayable@tfc.state.tx.us.

4.3. Additional Services and Adjustments.

A. “Additional Services” are those services not included in Article II of this Contract which may be requested by TFC at any time for the duration of this Contract. Upon request by mailto:accountspayable@tfc.state.tx.us

Furniture and Fixture Package for 1500 Congress and 1501 Lavaca Office Buildings Capital Complex, Phase 2

TFC for Additional Services, Contractor shall prepare and submit to TFC a proposal for such services requested. Additional Services will be charged at a price negotiated between Contractor and TFC and shall not be commenced until a written amendment has been executed by the Parties to this Contract.

B. At any time, TFC may adjust the Contract, in whole or in part, with thirty (30) days’ notice to Contractor. Adjustments shall be documented by a POCN executed by the Parties to this Contract.

V. CONTRACTOR PERSONNEL.

5.1. Required Qualifications. At all times during the term of the Contract, Contractor shall have available, under direct employment and supervision, the necessary qualified personnel, organization and facility to properly fulfill all the terms and conditions of this Contract.

5.2. General and Criminal Background Checks. By executing this Contract Contractor thereby represents and warrants that Contractor and Contractor’s employees have not been convicted of a felony criminal offense, or of a crime involving moral turpitude, or that, if such a conviction has occurred, Contractor has fully advised TFC as to the facts and circumstances surrounding the conviction(s).

A. All of Contractor’s employees and Subcontractors that will perform any work on-site at a state-owned property shall be subject to a criminal background check. Any expense associated with such criminal background check shall be borne by Contractor.

B. All criminal background check forms for all of Contractor’s employees and Subcontractors that will initially commence any work on-site must be fully completed and submitted to TFC within fifteen (15) days of the date of the Notice of Award, and the process thereafter must be diligently pursued by Contractor.

C. The process must be satisfactorily completed for every employee and Subcontractor before they perform services at the Site.

D. Contractor should use the following criminal history criteria when hiring employees to perform work for TFC. Any employee failing to meet the minimum standard will be denied. If special circumstances exist, Contractor shall contact the TFC Director of Security and Safety Program indicated below for clarification or further consideration.

1) A conviction or deferred adjudication for one of the following offenses will result in the permanent disqualification of a person from eligibility to provide contractual services with Texas Facilities Commission:

2) any act causing death as defined in Texas Penal Code; and

3) any felony or misdemeanor involving arson, burglary, breach of computer security, credit card abuse, counterfeiting, forgery, kidnapping, robbery, stalking, terroristic threat, theft, and any sexual offense designated as a felony in Texas Penal Code.

Furniture and Fixture Package for 1500 Congress and 1501 Lavaca Office Buildings Capital Complex, Phase 2

E. Additionally, anyone who has a current duty to register as a sex offender, is under indictment or is a fugitive from justice is disqualified.

F. For individuals who have a conviction or deferred adjudication for felonies not enumerated above, 10 years must have passed from the time of disposition or discharge of probation in order for that person to be eligible to provide contractual services with the

TFC.

G. For individuals who have a misdemeanor conviction or deferred adjudication for misdemeanors not enumerated above, 5 years must have passed from the time of disposition or discharge of probation in order for that person to be eligible to provide contractual services with the TFC.

H. Criminal History Error Resolution. The Error Resolution Unit ("ER") is responsible for updating and evaluating possible errors in criminal history records. Potential errors are reported to ER by law enforcement, judicial agencies, as well as private citizens.

1) If an applicant would like to make a request that a criminal history record be updated or corrected, the applicant will need to supply certified documents to the ER.

Required forms and additional information for submitting a correction request to the ER can be found at:

http://txdps.state.tx.us/administration/crime_records/pages/errorresolution.htm

I. TFC Contacts. For any questions involving the criminal background check process, please contact the following:

Matt Groce, Director, Risk Management Office: 512-936-2025 Cell: 512-269-9003 Email: matt.groce@tfc.texas.gov

Alyssa Serna, Manager Office: (512) 463-3057 Cell: (512) 497-2560 Email: alyssa.serna@tfc.texas.gov

5.3. E-Verify. By entering into this Contract, Contractor certifies and ensures that it utilizes and will continue to utilize, for the term of this Contract, the U.S. Department of Homeland Security’s E-Verify system, in accordance with the U.S. Department of Homeland Security’s rules, to determine the eligibility of:

A. all persons employed to perform duties within the State of Texas, during the term of the

Contract; and http://txdps.state.tx.us/administration/crime_records/pages/errorresolution.htm mailto:Tommy.Oates@tfc.state.tx.us

Furniture and Fixture Package for 1500 Congress and 1501 Lavaca Office Buildings Capital Complex, Phase 2

B. all persons, including subcontractors, assigned by the Contractor to perform work pursuant to the Contract, within the United States of America.

Contractor shall provide, upon request of TFC and if available, an electronic or hardcopy screenshot of the confirmation or tentative non-confirmation screen containing the E- Verify case verification number for attachment to the Form I-9 for the three (3) most recent hires that match the criteria above, by the Contractor, and Contractor’s subcontractors, as proof that this provision is being followed. If this certification is falsely made, the Contract may be immediately terminated, at the discretion of TFC, and at no fault to TFC, with no prior notification. Contractor shall also be responsible for the costs of any re-solicitation that TFC must undertake to replace the terminated Contract.

5.5. Contractor Parking. Parking, for Contractor vehicles when performing work, must be coordinated through the Project Manager. Project Manager will arrange parking according to parking availability at the job site. Parking in close proximity to the project may not be possible. Subcontractors may be required to utilize remote parking & carpooling when space is not available.

5.6. Contractor Cooperation. Contractor agrees to conduct all of its services under this Contract by and through appropriate communications with the Project Manager. No work, installation or other services shall be undertaken by Contractor except with the prior written direction of the Project Manager.

A. Contractor understands and agrees that work, installation or any other service performed without the prior written direction of the Project Manager is work outside the scope of this Contract and shall be performed exclusively at Contractor's risk.

B. Contractor agrees to employ competent personnel meeting the requirements outlined in the specifications, who shall be satisfactory to TFC. Personnel assigned to perform services under this Contract may not be reassigned without the prior written approval by the Project Manager. TFC may request that Contractor replace unsatisfactory personnel, which request shall not be unreasonably denied.

C. Contractor agrees to cooperate and coordinate its work with that of other Contractors retained by owner. Upon discovery of an apparent conflict in the sequencing of work with another Contractor, Contractor shall report the concern to the Project Manager who will resolve the conflict.

D.

VIII. CONTRACTOR’S RESPONSIBILITIES AND WARRANTIES.

8.1. Contractor Responsibilities. Contractor shall be responsible for damage to TFC’s facilities and all associated systems by its work, its negligence in work, its personnel, or its equipment by Contractor’s or subcontractors’ staff. Contractor shall be responsible and liable for the safety, injury, and health of its working personnel while its employees are performing work for TFC.

Furniture and Fixture Package for 1500 Congress and 1501 Lavaca Office Buildings Capital Complex, Phase 2

8.2. Performance Standards.

A. All work performed under this Contract shall be in accordance with applicable terms and conditions of this Contract and shall comply with all federal, state, and local laws, rules, codes and ordinances and comply with the OSHA accessibility requirements.

B. Appropriate dress is required for all personnel. Prohibited attire includes, but is not limited to, the following:

1) athletic clothing and lounge attire of any type;

2) clothing that displays offensive messages (picture or print);

3) clothing that is see-through, low cut, or bares the midriff;

4) shorts; and,

5) flip-flop sandals.

C. Eating is prohibited on jobsites except in designated cafeterias.

D. All facilities where work is to be performed are professional environments. Contractor employees using inappropriate language or behaving in an inappropriate manner will be asked to leave the premises and documented by the Project Manager.

E. All Contractor employees on jobsite will:

1) Wear clean uniforms in good repair daily;

2) Keep shirttail tucked in during business hours;

3) Bathe daily and be clean at the start of the work day;

4) Wash hair daily, comb or brush before starting work and keep trimmed; and,

5) Be clean shaven or if facial hair is present, keep trimmed.

8.3. Warranty on Safety and Health Requirements. Contractor shall procure, at Contractor’s expense, all necessary and required licenses and permits necessary for the performance of this Contract. Contractor represents and warrants that the services provided under this Contract comply with all applicable federal health and safety standards, including but not limited to, the Occupational Safety and Health Administration (OSHA), and all Texas health and safety standards.

Furniture and Fixture Package for 1500 Congress and 1501 Lavaca Office Buildings Capital Complex, Phase 2

8.4. Performance Warranty. This clause replaces 11.1 in Attachment J, TFC Standard Terms and Conditions. All work performed under this Contract shall be in accordance with applicable terms and conditions of this Contract and of local codes and ordinances and any other authority having lawful jurisdiction. Work performed under this Contract shall meet all applicable requirements of the latest revision of the Uniform Building and Plumbing codes, National Electric Code, and all other applicable codes. Contractor shall guarantee all work included in the Contract against any defects in workmanship and shall satisfactorily correct, at no cost to TFC, any such defect that may become apparent within a period of one (1) year after completion of work. The warranty period shall commence upon the date of acceptance by TFC.

8.5. Material Warranty. This clause replaces 11.1 in Attachment J, TFC Standard Terms and Conditions. All material and equipment furnished under this Contract is guaranteed by Contractor to be in compliance with this Contract, fit and sufficient for the purpose intended, new and free from defects. Materials furnished under this Contract shall be the latest improved models in current production, as offered to commercial trade, and shall be of quality material. USED, SHOPWORN, DEMONSTRATOR, PROTOTYPE, RECONDITIONED, OR DISCONTINUED MODELS OR MATERIAL ARE NOT ACCEPTABLE. The warranty period for Contractor-provided materials shall be for a period of one (1) year after completion of the installation or within the manufacturer’s warranty, whichever is longer. The warranty period shall commence upon date of acceptance by TFC. Contractor shall provide TFC’s Project Manager with all manufacturers’ warranty documents within five (5) business days of completion of each project.

IX. BONDS, INSURANCE, INDEMNIFICATION AND LEGAL OBLIGATIONS.

9.1. Bonds. Payment and performance bonds are required under this Contract.

A. Prior to commencement of construction work, if applicable under the solicitation, Vendor is required to tender payment and performance bonds to TFC, as required by Texas Government Code, Chapter 2253, when the following circumstances apply:

1) A performance bond is required if the Purchase Order amount is in excess of

$100,000.00. The performance bond is solely for the protection of TFC. The performance bond is to be for the sum of the Delivery Release to guarantee the faithful performance of the work in accordance with the Purchase Order. The performance bond shall be effective through Contractor’s warranty period.

2) A payment bond is required if the Purchase Order amount is in excess of $25,000.00.

The payment bond is to be for the sum of the Purchase Order and is payable to TFC solely for the protection and use of payment bond beneficiaries who have a direct contractual relationship with Vendor or a subcontractor.

B. Each bond shall be executed by a corporate surety or sureties authorized to do business in the State of Texas and acceptable to TFC, on TFC’s form (a copy of which can be

Furniture and Fixture Package for 1500 Congress and 1501 Lavaca Office Buildings Capital Complex, Phase 2 provided by TFC upon request), and in compliance with the relevant provisions of the Texas Insurance Code. If any bond is for more than ten (10) percent of the surety’s capital and surplus, TFC may require certification that the company has reinsured the excess portion with one or more reinsurers authorized to do business in the State. A reinsurer may not reinsure for more than ten (10) percent of its capital and surplus. If a surety upon a bond loses its authority to do business in the State, Vendor shall, within thirty (30) days after such loss, furnish a replacement bond at no added cost to TFC.

1) Each bond shall be accompanied by a valid power of attorney (issued by the surety company and attached, signed and sealed with the corporate embosses seal, to the bond) authorizing the attorney in fact who signs the bond to commit the company to the terms of the bond, and stating any limit in the amount for which the attorney can issue a single bond.

2) The process of requiring and accepting bonds and making claims thereunder shall be conducted in compliance with Texas Government Code, Chapter 2253. IF FOR ANY

REASON A STATUTORY PAYMENT OF PERFORMANCE BOND IS NOT HONORED BY THE

SURETY, VENDOR SHALL FULLY INDEMNIFY AND HOLD OWNER HARMLESS OF AND

FROM ANY COSTS, LOSSES, OBLIGATIONS OR LIABILITIES IT INCURS AS A RESULT.

3) TFC shall furnish certified copies of the payment bond and the related Purchase Order to any qualified person seeking copies who complies with Texas Government Code, Section 2253.026.

4) Claims on payment bonds must be sent directly to Vendor and its surety in accordance with Texas Government Code, Section 2253.041. All payment bond claimants are cautioned that no lien exists on the funds unpaid to Vendor on such contract, and that reliance on notices sent to TFC may result in loss of their rights against Vendor and/or its surety. TFC is not responsible in any manner to a claimant for collection of unpaid bills, and accepts no such responsibility because of any representation by any agent or employee.

5) The rights of subcontractors regarding payment are governed by Texas Property Code, Sections 53.231–53.239 when the value of a Purchase Order is less than $25,000.00. These provisions set out the requirements for filing a valid lien on funds unpaid to Vendor as of the time of filing the claim, actions necessary to release the lien and satisfaction of such claim.

6) Sureties shall be listed on the US Department of the Treasury’s Listing Approved Sureties stating companies holding Certificates of Authority as acceptable sureties on federal bonds and acceptable reinsuring companies (Department Circular 570).

9.2. Insurance. Prior to the commencement of work under this Purchase Order, Contractor agrees to carry and maintain insurance in the following types and amounts for the duration of this Purchase Order, to furnish certificates of insurance including corresponding policy endorsements, and make available, at no cost to TFC, copies of policy declaration pages as evidence thereof:

Furniture and Fixture Package for 1500 Congress and 1501 Lavaca Office Buildings Capital Complex, Phase 2

A. Workers’ Compensation and Employers’ Liability coverage with minimum policy limits for employers’ liability of $1,000,000.00 bodily injury per accident, $1,000,000.00 bodily injury disease policy limit and $1,000,000.00 per disease, per employee. Workers’ compensation insurance coverage must meet the statutory requirements of Texas Labor Code, Section 401.011(46). Certification in writing from Contractor and subcontractors shall be provided to TFC in accordance with Texas Labor Code, Section 406.096. A Waiver of Transfer Right of Recovery Against Others in favor of TFC shall be included

B. Commercial General Liability with a combined single limit of $1,000,000.00 per occurrence for coverage A and B including products/completed operations, where appropriate, with a separate aggregate of $2,000,000.00 for bodily injury and for property damages. The general aggregate limit shall apply on a per project basis. The policy shall contain the following provisions:

1) blanket contractual liability coverage for liability assumed under the Purchase Order;

2) independent contractors’ coverage;

3) State of Texas, TFC, its officials, directors, employees, representatives and volunteers must be listed as additional insureds;

4) thirty (30) day Notice of Cancellation in favor of TFC; and

5) Waiver of Transfer Right of Recovery Against Others in favor of TFC.

C. Business Automobile Liability Insurance for all owned, non-owned and hired vehicles with a minimum combined single limit of $1,000,000.00 per accident for bodily injury and property damage. Alternate acceptable limits are $1,000,000.00 bodily injury per person, $1,000,000.00 bodily injury per occurrence and at least $500,000.00 property damage liability per accident. The policy shall contain the following endorsements in favor of TFC:

1) Waiver of Subrogation endorsement;

2) thirty (30) day Notice of Cancellation endorsement; and

3) additional Insured endorsement.

D. Umbrella Liability Insurance for an amount of not less than $1,000,000.00 that provides coverage at least as broad as and applies in excess and follows the form of the primary liability coverages required hereinabove. The policy shall provide “drop down”

Furniture and Fixture Package for 1500 Congress and 1501 Lavaca Office Buildings Capital Complex, Phase 2 coverage where underlying primary insurance coverage limits are insufficient or exhausted.

9.3. General Requirements for Insurance.

A. Contractor shall be responsible for deductibles and self-insured retention, if any, stated in policies. All deductibles or self-insured retention shall be disclosed on the certificate of insurance required above. If coverage is underwritten on a claims-made basis, the retroactive date shall be coincident with the date of this Purchase Order and the certificate of insurance shall state that the coverage is claims made and the retroactive date.

B. Contractor shall maintain coverage for the duration of this Purchase Order. Coverage, including any renewals, shall have the same retroactive date as the original policy applicable to the Purchase Order. Contractor shall, on at least an annual basis, provide TFC with an insurance certificate as evidence of such insurance. The premium for this extended reporting period shall be paid by Contractor.

C. Contractor shall not commence work under this Purchase Order until they have obtained the required insurance and until such insurance has been reviewed by TFC.

Contractor shall not allow any subcontractors to commence work until the required insurance has been obtained and approved. Approval of insurance by TFC shall not relieve or decrease the liability of Contractor hereunder.

D. Insurance shall be written by a company licensed to do business in the State of Texas at the time the policy is issued and shall be written by a company with an A.M. Best rating of A- or better.

E. TFC shall be an additional insured as its interests may apply on the Commercial General Liability and Business Automobile Liability Policies.

F. Contractor shall produce endorsements upon TFC’s request to each affected policy:

1) naming TFC, P.O. Box 13047, Austin, Texas 78711 as additional insured (except Workers’ Compensation and Employers’ Liability);

2) that obligates the insurance company to notify TFC’s Insurance Specialist, TFC, P.O. Box 13047, Austin, Texas 78711, of any non-renewal, cancellations or material changes at least thirty (30) days prior to change or cancellation; and

3) that the “other” insurance clause shall not apply to the State where TFC is an additional insured shown on the policy. It is intended that policies required in this Purchase Order, covering both TFC and Contractor, shall be considered primary coverage as applicable.

Furniture and Fixture Package for 1500 Congress and 1501 Lavaca Office Buildings Capital Complex, Phase 2

G. TFC shall be entitled, upon request and without expense, to receive copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies and if such request for deletions, revisions, or modifications are commercially available.

H. Contractor shall not cause any insurance required under this Purchase Order to cancel nor permit any insurance to lapse during the term of this Purchase Order.

I. TFC reserves the right to review the insurance requirements of this section during the effective period of the Purchase Order and to make reasonable adjustments to insurance coverage and their limits when deemed necessary and prudent by TFC based upon changes in statutory law, court decisions or the claims history of the industry as well as Contractor (such adjustments shall be commercially available to Contractor).

1) Contractor shall provide TFC thirty (30) days written notice of erosion of the aggregate limit.

2) Actual losses not covered by insurance as required by this Contract shall be paid by Contractor.

3) Contractor’s insurance shall include a waiver of subrogation to TFC for the Workers’ Compensation and Employers’ Liability, Commercial General Liability, and Business Automobile Liability policies.

9.4. INDEMNIFICATION. CONTRACTOR SHALL INDEMNIFY AND HOLD

HARMLESS THE STATE OF TEXAS, TFC, AND/OR THEIR OFFICERS,

AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES,

AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS,

DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND

EXPENSES ARISING OUT OF, OR RESULTING FROM ANY ACTS OR

OMISSIONS OF CONTRACTOR OR ITS AGENTS, EMPLOYEES,

SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF

SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE

CONTRACT AND ANY PURCHASE ORDERS ISSUED UNDER THE

CONTRACT. THE DEFENSE SHALL BE COORDINATED BY CONTRACTOR

WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE

AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND

CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST

OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY

GENERAL. CONTRACTOR AND TFC AGREE TO FURNISH TIMELY

WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

Furniture and Fixture Package for 1500 Congress and 1501 Lavaca Office Buildings Capital Complex, Phase 2

9.5. INFRINGEMENTS.

A. CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS THE STATE

OF TEXAS AND TFC, AND/OR THEIR EMPLOYEES, AGENTS,

REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES

FROM ANY AND ALL THIRD PARTY CLAIMS INVOLVING

INFRINGEMENT OF UNITED STATES PATENTS, COPYRIGHTS, TRADE

AND SERVICE MARKS, AND ANY OTHER INTELLECTUAL OR

INTANGIBLE PROPERTY RIGHTS IN CONNECTION WITH THE

PERFORMANCES OR ACTIONS OF CONTRACTOR PURSUANT TO THIS

CONTRACT. CONTRACTOR AND TFC AGREE TO FURNISH TIMELY

WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE

INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE

COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE

ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED

DEFENDANTS IN ANY LAWSUIT AND CONTRACTOR MAY NOT AGREE

TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE

CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL.

B. CONTRACTOR SHALL HAVE NO LIABILITY UNDER THIS SECTION IF

THE ALLEGED INFRINGEMENT IS CAUSED IN WHOLE OR IN PART BY:

1) USE OF THE PRODUCT OR SERVICE FOR A PURPOSE OR IN A

MANNER FOR WHICH THE PRODUCT OR SERVICE WAS NOT

DESIGNED;

2) ANY MODIFICATION MADE TO THE PRODUCT WITHOUT

CONTRACTOR’S WRITTEN APPROVAL;

3) ANY MODIFICATIONS MADE TO THE PRODUCT BY THE

CONTRACTOR PURSUANT TO TFC’S SPECIFIC INSTRUCTIONS;

4) ANY INTELLECTUAL PROPERTY RIGHT OWNED BY OR LICENSED

TO TFC; OR

5) ANY USE OF THE PRODUCT OR SERVICE BY TFC THAT IS NOT IN

CONFORMITY WITH THE TERMS OF ANY APPLICABLE LICENSE

AGREEMENT.

C. IF CONTRACTOR BECOMES AWARE OF AN ACTUAL OR POTENTIAL

CLAIM, OR TFC PROVIDES CONTRACTOR WITH NOTICE OF AN

ACTUAL OR POTENTIAL CLAIM, CONTRACTOR MAY (OR IN THE CASE

Furniture and Fixture Package for 1500 Congress and 1501 Lavaca Office Buildings Capital Complex, Phase 2

OF AN INJUNCTION AGAINST TFC, SHALL), AT CONTRACTOR’S SOLE

OPTION AND EXPENSE: (i) PROCURE FOR TFC THE RIGHT TO

CONTINUE TO USE THE AFFECTED PORTION OF THE PRODUCT OR

SERVICE; OR (ii) MODIFY OR REPLACE THE AFFECTED PORTION OF

THE PRODUCT OR SERVICE WITH FUNCTIONALLY EQUIVALENT OR

SUPERIOR PRODUCT OR SERVICE SO THAT TFC’S USE IS NON-

INFRINGING.

9.6. TAXES, WORKERS’ COMPENSATION AND UNEMPLOYMENT INSURANCE –

INCLUDING INDEMNITY.

A. CONTRACTOR AGREES AND ACKNOWLEDGES THAT DURING THE

EXISTENCE OF THIS CONTRACT, CONTRACTOR SHALL BE ENTIRELY

RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF CONTRACTOR’S

AND CONTRACTOR'S EMPLOYEES’ TAXES OF WHATEVER KIND,

ARISING OUT OF THE PERFORMANCES IN THIS CONTRACT.

CONTRACTOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL

LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS

REGARDING WAGES, TAXES, INSURANCE, AND WORKERS'

COMPENSATION. TFC AND/OR THE STATE SHALL NOT BE LIABLE TO

THE CONTRACTOR, ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE

PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT

INSURANCE AND/OR WORKERS’ COMPENSATION OR ANY BENEFIT

AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER

GOVERNMENTAL ENTITY CUSTOMER.

B. CONTRACTOR AGREES TO INDEMNIFY AND HOLD HARMLESS TFC,

THE STATE OF TEXAS AND/OR THEIR EMPLOYEES, AGENTS,

REPRESENTATIVES, CONTRACTORS, AND/OR ASSIGNEES FROM ANY

AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL

RELATED COSTS, ATTORNEYS’ FEES, AND EXPENSES, RELATING TO

TAX LIABILITY, UNEMPLOYMENT INSURANCE AND/OR WORKERS’

COMPENSATION IN ITS PERFORMANCE UNDER THIS CONTRACT.

CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE

INCLUDING ATTORNEYS’ FEES. THE DEFENSE SHALL BE

COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE

ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED

DEFENDANTS IN ANY LAWSUIT AND CONTRACTOR MAY NOT AGREE

TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE

CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL.

CONTRACTOR AND TFC AGREE TO FURNISH TIMELY WRITTEN

NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

Furniture and Fixture Package for 1500 Congress and 1501 Lavaca Office Buildings Capital Complex, Phase 2

9.7. Notice to TFC. In the event Contractor becomes aware of any claim that may be subject to the above-described indemnification, Contractor shall notify TFC of such claim within five

(5) business days of becoming aware.

9.8. Settlement Authority. No settlement of any such claim shall be made by Contractor without TFC’s prior written approval.

9.9. Legal Obligations. Contractor shall procure and maintain for the duration of this Contract any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Contractor to provide the goods or services required by this Contract. Contractor will be responsible to pay all taxes, assessments, fees, premiums, permits, and licenses required by law. Contractor agrees to be responsible for payment of any such government obligations not paid by its subcontractors during performance of this Contract.

9.10 Compliance with Laws. Contractor shall comply with all applicable federal, state, and local laws, including laws governing labor, equal opportunity, safety, and environmental protection.

Contractor shall make itself familiar with and at all times shall observe and comply with all federal, state, and local laws, ordinances, and regulations, that in any manner affect performance under this Contract.

X. MISCELLANEOUS PROVISIONS.

10.1. Notice. Any notice required or permitted to be delivered under this Contract shall be deemed delivered when deposited in the United States mail, postage prepaid, certified mail, return receipt requested, addressed to TFC or Contractor, as the case may be, at the address set forth below:

A. For TFC: Texas Facilities Commission 1711 San Jacinto Blvd., Room 400 Austin, TX 78701 Attention: Legal Services Division Phone: (512) 463-7220

B. For Contractor: [Insert Name] [Insert Address] [Insert City, State, Zip Code] Attention: [Insert Name and Title of Contact] Phone: [Insert] Email: [Insert]

Notice given in any other manner shall be deemed effective only if and when received by the party to be notified. Either party may change its address for notice by written notice to the other party as herein provided.

Furniture and Fixture Package for 1500 Congress and 1501 Lavaca Office Buildings Capital Complex, Phase 2

10.2. Abandonment and Default. If Contractor defaults on this Contract, TFC reserves the right to cancel the Contract without notice and either re-solicit or re-award the Contract to the next best responsive and responsible respondent. The defaulting Contractor will not be considered in the re-solicitation and may not be considered in future solicitations for the same type of work.

XI. Revisions to Attachment J – TFC Standard Terms and Conditions

The…