ESBD_401957_1741826418718_458-E250327 Exhibit B Bidder Affirmations.pdf

EXHIBIT B

SOLICITATION NO. 458-E250327

Exhibit A. AFFIRMATIONS AND SOLICITATION ACCEPTANCE Respondent affirms, without exception, as follows:

1. Respondent represents and warrants that all certifications, representations, warranties, and other provisions in this Affirmations and Solicitation Acceptance apply to Respondent and all of Respondent's principals, officers, directors, shareholders, partners, owners, agents, employees, subcontractors, independent contractors, and any other representatives who may provide services under, who have a financial interest in, or otherwise are interested in this Solicitation or any contract resulting from this Solicitation.

2. Respondent represents and warrants that all statements and information provided to TABC are current, complete, and accurate. This includes all statements and information in this Solicitation Response.

3. Respondent acknowledges that its Solicitation Response and subsequent documents submitted are subject to the Texas Public Information Act.

4. Respondent acknowledges its obligation to specifically identify information it contends to be confidential or proprietary and, if Respondent designated substantial portions of its Solicitation Response or its entire Solicitation Response as confidential or proprietary, the Solicitation Response is subject to being disqualified.

5. Respondent's Solicitation Response will remain a firm and binding offer for 180 days from the date the Solicitation Response is due.

6. Respondent accepts the Solicitation terms and conditions unless specifically noted by exceptions advanced in the form and manner directed in the Solicitation. Respondent agrees that all exceptions to the Solicitation are rejected unless expressly accepted by TABC. Any additional terms and conditions, proposed by Respondent, attached to a Response will not be considered unless specifically referred to in the Response.

7. Respondent agrees that TABC has the right to use, produce, and distribute copies of and to disclose to TABC employees, agents, and contractors and other governmental entities all or part of Respondent's Solicitation Response as TABC deems necessary to complete the procurement process or comply with state or federal laws.

8. Respondent generally releases from liability and waives all claims against any party providing information about the Respondent at the request of TABC.

9. Respondent acknowledges all addenda and amendments to the Solicitation.

10. Respondent certifies that if a Texas address is shown as the address of Respondent, Respondent qualifies as a Texas Bidder as defined by Tex. Gov’t Code §2155.4441. Respondent agrees to comply with §2155.4441 relating to the use of service contracts and the purchase or products and materials produced in the State of Texas.

11. Respondent represents and warrants that it qualifies for all preferences claimed under 34 Texas Administrative Code §20.306 or Chapter 2155, Subchapter H of the Texas Government Code as indicated below (check applicable boxes):

□ Goods produced or offered by a Texas bidder that is owned by a Texas resident service-disabled veteran

□ Goods produced in Texas or offered by a Texas bidder that is not owned by a Texas resident service-disabled veteran

□ Agricultural products grown in Texas

□ Agricultural products offered by a Texas bidder

□ Services offered by a Texas bidder that is owned by a Texas resident service-disabled veteran

□ Services offered by a Texas bidder that is not owned by a Texas resident service-disabled veteran

□ Texas Vegetation Native to the Region

□ USA produced supplies, materials or equipment

□ Products of persons with mental or physical disabilities

□ Products made of recycled, remanufactured, or environmentally sensitive materials including recycled steel

□ Energy Efficient Products

□ Rubberized asphalt paving material

□ Recycled motor oil and lubricants

□ Products produced at facilities located on formerly contaminated property

□ Products and services from economically depressed or blighted areas

□ Vendors that meet or exceed air quality standards

□ Recycled or Reused Computer Equipment of Other Manufacturers

□ Foods of Higher Nutritional Value

□ Commercial production company or advertising agency located in Texas

12. Respondent has not given, has not offered to give, and does not intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with this Solicitation Response, this Solicitation, or any contract resulting from this Solicitation.

13. Under Section 2155.004, Texas Government Code (relating to financial participation in preparing solicitations), Respondent certifies that the individual or business entity 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.

14. Under Section 2155.006, Texas Government Code (relating to convictions and penalties regarding Hurricane Rita, Hurricane Katrina, and other disasters), Respondent certifies that the individual or business entity 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.

15. Under Section 2261.053, Texas Government Code (relating to convictions and penalties regarding Hurricane Rita, Hurricane Katrina, and other disasters), Respondent certifies that the individual or business entity 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.

16. Under Section 231.006, Texas Family Code, the vendor or applicant 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.

17. Pursuant to Section 231.006(c), Texas Family Code (relating to delinquent child support), identify below the name and social security number (SSN) of each individual, sole proprietor, partner, shareholder, and owner with an ownership interest of at least 25 percent (25%) of the business entity submitting this Solicitation Response:

Name: __________________________________ SSN: _________________________

Name: __________________________________ SSN: _________________________

Name: __________________________________ SSN: _________________________

Name: __________________________________ SSN: _________________________

FEDERAL PRIVACY ACT NOTICE: Disclosure of requested Social Security Numbers (SSNs) is required under Section 231.006(c) and Section 231.302(c)(2), Texas Family Code. The SSNs will be used to identify persons that may owe child support. The SSNs will be kept confidential to the fullest extent permitted by law. Failure by a Respondent to provide the required SSNs may result in disqualification of the Respondent's Solicitation Response.

18. Respondent certifies that: (a) the entity executing this Solicitation Response; (b) its principals; (c) its subcontractors; and (d) any personnel designated to perform services related to any contract resulting from this Solicitation are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal Department or Agency. This certification is made pursuant to the regulations implementing Executive Order 12549 and Executive Order 12689, Debarment and Suspension, 2 C.F.R. Part 376, and any relevant regulations promulgated by the Department or Agency funding this project.

This provision shall be included in its entirety in Contractor’s Subcontracts if payment in whole or in part is from federal funds.

19. Respondent certifies that it, its principals, its subcontractors, and any personnel designated to perform services related to any contract resulting from this Solicitation are eligible to participate in this transaction and have not been subjected to suspension, debarment, or similar ineligibility determined by any federal, state, or local governmental entity.

20. Respondent certifies it is in compliance with all State of Texas statutes and rules relating to procurement; and that (a) the entity executing this Solicitation Response; (b) its principals; (c) its subcontractors; and (d) any personnel designated to perform services related to any contract resulting from this Solicitation are not listed on the federal government's terrorism watch list described in Executive Order 13224. Entities ineligible for federal procurement are listed at https://sam.gov/SAM/, which Respondent may review in making this certification.

21. In accordance with Texas Government Code Section 669.003 (relating to contracting with the executive head of a state agency), Respondent certifies that it (1) is not the executive head of TABC; (2) was not at any time during the past four years the executive head of TABC; and (3) does not employ a current or former executive head of TABC.

22. Respondent represents and warrants that it is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171 of the Texas Tax Code.

23. Respondent represents and warrants that payments to Respondent and Respondent's receipt of appropriated or other funds under any contract resulting from this Solicitation are not prohibited by Sections 556.005, 556.0055, or 556.008 of the Texas Government Code (relating to use of appropriated money or state funds to employ or pay lobbyists, lobbying expenses, or influence legislation).

24. Respondent represents and warrants that it will comply with Texas Government Code Section 2155.4441, relating to the purchase of products produced in the State of Texas under service contracts.

25. Respondent represents and warrants that none of its employees, including but not limited to, those authorized to provide services under the contract, were former employees of the Agency during the twelve (12) month period immediately prior to the date of execution of the contract.

26. Respondent acknowledges that, pursuant to Section 572.069 of the Texas Government Code, a former state officer or employee of TABC who during the period of state service or employment participated on behalf of TABC in a procurement or contract negotiation involving Respondent may not accept employment from respondent before the second anniversary of the date the officer's or employee's service or employment with TABC ceased.

27. Respondent represents and warrants that it has no actual or potential conflicts of interest in providing the requested goods or services to TABC under this Solicitation and any resulting contract and that Respondent’s provision of the requested goods and/or services under this Solicitation and any resulting contract would not reasonably create an appearance of impropriety

28. Respondent understands that TABC does not tolerate any type of fraud. The agency’s policy is to promote consistent, legal, and ethical organizational behavior by assigning responsibilities and providing guidelines to enforce controls. Violations of law, agency policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken. All employees or contractors who suspect fraud, waste or abuse (including employee misconduct that would constitute fraud, waste, or abuse) are required to immediately report the questionable activity to both the TABC Office of the Inspector General at 512-206-3405 and the State Auditor's Office. Respondent agrees to comply with all applicable laws, rules, regulations, and TABC policies regarding fraud.

29. Respondent represents and warrants that in accordance with Section 2155.005 of the Texas Government Code, neither Respondent nor the firm, corporation, partnership, or institution represented by Respondent or anyone acting for such a firm, corporation or institution has (1) violated any provision of the Texas Free Enterprise and Antitrust Act of 1983, Chapter 15 of the Texas Business and Commerce Code, or the federal anti-trust laws, or (2) communicated directly or indirectly the contents of this Response to any competitor or any other person engaged in such line of business as Respondent. Respondent hereby assigns to TABC any claims for overcharges associated with any contract resulting from this Solicitation under 15 U.S.C. § 1, et seq., and Texas Business and Commerce Code § 15.01, et seq.

30. Respondent represents and warrants that it is not aware of and has received no notice of any court or governmental agency proceeding, investigation, or other action pending or threatened against Respondent or any of the individuals or entities included numbered paragraph 1 of this Affirmations and Solicitation Acceptance within the five (5) calendar years immediately preceding the submission of this Solicitation response that would or could impair Respondent’s performance under any contract resulting from this Solicitation, relate to the contracted or similar goods or services, or otherwise be relevant to TABCs consideration of entering into a contract. If Respondent is unable to make the preceding representation and warranty, then Respondent instead represents and warrants that it has provided to TABC a complete, detailed disclosure of any such court or governmental agency proceeding, investigation, or other action that would or could impair Respondent’s performance under a contract awarded as a result of this solicitation, relate to the contracted or similar goods or services, or otherwise be relevant to the TABCs consideration of entering into a contract. In addition, Respondent represents and warrants that, if awarded a contract as a result of this Solicitation, Respondent shall notify TABC in writing within five (5) business days of any changes to the representations or warranties in this clause and understands that failure to so timely update TABC shall constitute breach of contract and may result in immediate contract termination.

31. Respondent represents and warrants that pursuant to Texas Government Code §2270.002, Respondent affirms that it: (a) does not boycott Israel; and (b) will not boycott Israel during the term of any Contract awarded.

32. Respondent represents and warrants that it is not engaged in business with Iran, Sudan, or any foreign terrorist organization as prohibited by Section 2251.152 of the Texas Government Code.

33. Respondent understands, acknowledges, and agrees that any false representation or any failure to comply with a representation, warranty, or certification made by Respondent is subject to all civil and criminal consequences provided at law or in equity including, but not limited to, immediate termination of any contract resulting from this Solicitation.

34. Respondent represents and warrants that it will comply with all applicable laws and maintain all permits and licenses required by applicable city, county, state, and federal rules, regulations, statues, codes, and other laws that pertain to any contract resulting from this Solicitation.

35. Respondent certifies that for all contracts for services, Respondent shall utilize the U.S.

Department of Homeland Securities E-Verify system during the term of the contract to determine the eligibility of: 1) all persons employed by respondent to perform duties within Texas; and 2) all persons, including subcontractors, assigned by Respondent to perform work pursuant to the contract within the United States of America.

36. By submitting this Response, Respondent represents and warrants that the individual signing this Solicitation response is authorized to submit and sign on behalf of Respondent and to bind Respondent.

37. Respondent certifies its compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code and the Texas Commission on Environmental Quality rules in 30 TAC Chapter 328.

38. Respondent affirms its compliance with Chapter 2274 of the Texas Government Code, and that, to the extent applicable, Respondent does not and will not during the term of any Contract awarded pursuant to this Solicitation: 1) boycott energy companies or companies that do business with energy companies, as defined and specified by the statue; or 2) discriminate against firearms entities, as defined and specified by the statute.

39. Respondent represents and warrants that the contract is not a taxpayer resource transaction prohibited by Section 2273.003 of the Texas Government Code and that payments made by TABC to Respondent and Respondent’s receipt of appropriated funds under the contract are not prohibited by Article IX, Section 6.24 of the General Appropriations Act.

40. Respondent will make available at reasonable times and upon reasonable notice, and for reasonable periods, work papers, reports, books, records, and supporting documents kept current by Respondent pertaining to the contract for purposes of inspecting, monitoring, auditing, or evaluating by TABC and the State of Texas.

41. Respondent represents and warrants its compliance with the requirements of the Americans With Disabilities Act (ADA) and its implementing regulations, as each may be amended.

42. Respondent shall not assign its rights under the contract or delegate performance of its duties under the contract without prior written approval from the TABC. Any attempted assignment in violation of this Section is void and without effect.

43. The contract shall inure to the benefit of, be binding upon, and enforceable against, each Party and their respective permitted successors, assigns, transferees, and delegates.

44. Any alterations, additions, or deletions to the terms of the contract that are required by changes in federal or state law regulations are automatically incorporated into the contract without written amendment hereto and shall become effective on the date designated by such law or regulation.

45. For purposes of this Paragraph, the designated countries are China, Iran, North Korea, Russia, and any countries lawfully designated by the Governor as a threat to critical infrastructure. Pursuant to Section 113.002 of the Business and Commercial Code, Respondent shall not enter into a subcontract that will provide direct or remote access to or control of critical infrastructure, as defined by Section 113.001 of the Texas Business and Commerce Code, in this state, other than access specifically allowed for product warranty and support purposes to any subcontractor unless (i) neither the subcontractor nor its parent company, nor any affiliate of the subcontractor or its parent company, is majority owned or controlled by citizens or governmental entities of a designated country; and (ii) neither the subcontractor nor its parent company, nor any affiliate of the subcontractor or its parent company, is headquartered in a designated country. Respondent will notify the TABC before entering into any subcontract that will provide direct or remote access to or control of critical infrastructure, as defined by Section 113.001 of the Texas Business & Commerce Code, in this state.

46. In the event of loss, destruction or damage to any TABC or State of Texas property by Respondent or Respondent’s employees, agents, subcontractors, and suppliers, Respondent shall be liable to TABC and the State of Texas the full cost of repair, reconstruction or replacement of the lost, destroyed or damaged property. Respondent will reimburse TABC and the State of Texas for such property damage within ten (10) calendar days after Respondent’s receipt of TABC’s notice of amount due.

47. Respondent represents and warrants that if selected for award of a contract as a result of the Solicitation, Respondent will submit to TABC a Certificate of Interested Parties prior to contract execution in accordance with Section 2252.908 of the Texas Government Code.

48. If Respondent at any time during the term of the contract provides a discount on the final contract costs, Respondent will notify TABC in writing ten (10) calendar days prior to effective date of discount. Agency will generate a Purchase Order Change Notice and send a revised Purchase Order to Respondent.

49. Respondent represents and warrants its compliance with all applicable duly enacted state and federal laws governing equal employment opportunities.

50. Respondent represents and warrants that all articles and services shall meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Act of 1970, as amended (29 U.S.C. Chapter 15).

51. Respondent represents and warrants that it shall comply with the requirements of the Immigration and Nationality Act (8 U.S.C.§ 1101 et seq.) and all subsequent immigration laws and amendments.

52. Respondent acknowledges and agrees that it is furnishing products and services in the capacity of an independent contractor and that Respondent, and its personnel are not employees of the TABC or the State of Texas.

53. Respondent represents and warrants that it is not aware of and has received no notice of any court or governmental agency actions, proceedings or investigations, etc., pending or threatened against Respondent or any of the individuals or entities included in the Response within the five (5) calendar years immediately preceding the submission of the Response that would or could impair Respondent’s performance under the contract, relate to the solicited or similar goods or services, or otherwise be relevant to Agency’s consideration of the Response. If Respondent is unable to make the preceding representation and warranty, then Respondent instead represents and warrants that it has included as a detailed attachment in its Response a complete disclosure of any such court or governmental agency actions, proceedings or investigations, etc. that would or could impair Respondent’s performance under the contract, relate to the solicited or similar goods or services, or otherwise be relevant to Agency’s consideration of the Response. In addition, Respondent represents and warrants that it shall notify Agency in writing within five (5) business days of any changes to the representations or warranties in this clause and understands that failure to so timely update Agency shall constitute breach of contract and may result in immediate termination of the contract.

54. Respondent hereby grants to TABC a non-exclusive, perpetual, irrevocable, worldwide, transferable, fully paid, royalty-free, right and license: (a) to reproduce, modify, distribute, store, publicly perform, publicly display, create derivative works of, and otherwise exploit the deliverables, in each case without any restrictions and without accounting to Respondent; and (b) to sublicense any or all such rights to third parties.

55. Respondent shall have no authority to act for or on behalf of TABC or the State of Texas except as expressly provided for in the contract; no other authority, power or use is granted or implied.

Respondent may not incur any debt, obligation, expense or liability of any kind on behalf of TABC or the State of Texas.

56. Respondent shall not use TABC’s name, logo, or other likeness in any press release, marketing material, or other announcement without TABC’s prior written approval. TABC does not endorse any vendor, commodity, or service. Respondent is not authorized to make or participate in any media releases or public announcements pertaining to this procurement, the Response or the services to which they relate without TABC’s prior written consent, and then only in accordance with explicit written instructions from TABC.

57. Respondent represents that neither Respondent nor any of its employees, agents, or representatives, including any subcontractors and employees, agents, or representative of such subcontractors, have been convicted of a felony criminal offense or that if such a conviction has occurred Respondent has fully advised TABC in writing of the facts and circumstances surrounding the convictions.

58. Respondent represents and warrants that Agency’s payments to Respondent and Respondent’s receipt of appropriated or other funds under the contract are not prohibited by Sections 556.005 or 556.0055 of the Texas Government Code.

59. The failure of a Party to insist at any time upon the strict performance of any covenant or agreement or to exercise any option, right, power, or remedy contained in the contract shall not be construed as a waiver or a relinquishment thereof for the future.

60. TABC makes no express or implied warranty whatsoever that any minimum compensation or minimum quantity will be guaranteed under the contract.

61. The contract is made solely and specifically among and for the benefit of the parties named herein and their respective successors and assigns, and no other person shall have any right, interest, or claims hereunder or be entitled to any benefits pursuant to or on account of the contract as a third-party beneficiary or otherwise.

62. Respondent represents and warrants that it has determined what licenses, certifications and permits are required under the contract and has acquired all applicable licenses, certifications, and permits.

63. Payment shall be made in accordance with Chapter 2251 of the Texas Government Code, commonly known as the Texas Prompt Payment Act. Chapter 2251 of the Texas Government Code shall govern remittance of payment and remedies for late payment and non-payment.

64. For purposes of the contract, the term “Work” is defined as all work papers, work products, materials, approaches, designs, specifications, systems, software, programs, source code, documentation methodologies, concepts, intellectual property or other property developed, produced or generated in connection with the services provided under the contract. TABC and Respondent intend this agreement to be a contract for the services and each considers the Work and any and all documentation or other products and results of the services to be rendered by Respondent to be a work made for hire. Respondent and Respondent’s employees will have no rights in or ownership of the Work and any and all documentation or other products and results of the services or any other property of TABC. Respondent acknowledges and agrees that the Work (and all rights therein) belongs to and shall be the sole and exclusive property of TABC. If for any reason the Work would not be considered a work-for-hire under applicable law, Respondent does hereby sell, assign, and transfer to TABC, its successors and assigns, the entire right, title and interest in and to the copyright in the Work and any registrations and copyright applications relating thereto and any renewals and extensions thereof, and in and to all works based upon, derived from, or incorporating the Work, and in and to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing. Respondent agrees to execute all papers and to perform such other property rights, as TABC may deem necessary to secure for TABC or its designee the rights herein assigned. In the event that Respondent has any rights in and to the Work that cannot be assigned to TABC, Respondent hereby grants to TABC an exclusive, worldwide, royalty-free, irrevocable, and perpetual license to directly and indirectly reproduce, distribute, modify, create derivative works of, publicly perform and publicly display, such rights to make, have made, use, sell and offer for sale any products developed by practicing such rights, and to otherwise use such rights, with the right to sublicense such rights through multiple levels of sublicenses. No later than the first calendar day after the termination or expiration of the contract or upon TABC’s request, Respondent shall deliver to TABC all completed, or partially completed, Work and any and all documentation or other products and results of the services. Failure to timely deliver such Work or any and all documentation or other products and results of the services will be considered a material breach of the contract. Respondent will not make or retain any copies of the Work or any and all documentation or other products and results of the services without the prior written consent of

TABC.

65. Respondent shall maintain and retain all records relating to the performance of the contract including supporting fiscal documents adequate to ensure that claims for contract funds are in accordance with applicable State of Texas requirements. These records will be maintained and retained by Respondent for a period of seven (7) years after the contract expiration date or until all audit, claim, and litigation matters are resolved, whichever is later.

66. Respondent will promptly refund or credit within thirty (30) calendar days any funds erroneously paid by TABC which are not expressly authorized under the contract.

67. If any provision of the contract is construed to be illegal or invalid, such construction will not affect the legality or validity of any of its other provisions. The illegal or invalid provision will be deemed severable and stricken from the contract as if it had never been incorporated herein, but all other provisions will continue in full force and effect.

68. The Parties expressly agree that no provision of the contract is in any way intended to constitute a waiver by the TABC or the State of Texas of any immunities from suit or from liability that the TABC or the State of Texas may have by operation of law.

69. Respondent may not subcontract any or all of the work and/or obligations due under the contract without prior written approval of the TABC. Subcontracts, if any, entered into by the Respondent shall be in writing and be subject to the requirements of the contract. Should Respondent subcontract any of the services required in the contract, Respondent expressly understands and acknowledges that in entering into such subcontract(s), TABC is in no manner liable to any subcontractor(s) of Respondent. In no event shall this provision relieve Respondent of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the contract.

70. Expiration or termination of the contract for any reason does not release Respondent from any liability or obligation set forth in the contract that is expressly stated to survive any such expiration or termination, that by its nature would be intended to be applicable following any such expiration or termination, or that is necessary to fulfill the essential purpose of the contract, including without limitation the provisions regarding warranty, indemnification, confidentiality, and rights and remedies upon termination.

71. Purchases made for State of Texas use are exempt from the State Sales Tax and Federal Excise Tax. TABC will furnish Tax Exemption Certificates upon request. Respondent represents and warrants that it shall pay all taxes or similar amounts resulting from the contract, including, but not limited to, any federal, State, or local income, sales or excise taxes of Respondent or its employees.

TABC shall not be liable for any taxes resulting from the contract.

72. TABC reserves the right to terminate the contract at any time, in whole or in part, without cost or penalty, by providing thirty (30) calendar days’ advance written notice, if Agency determines that such termination is in the best interest of the state. In the event of such a termination, Respondent must, unless otherwise mutually agreed upon in writing, cease all work immediately upon the effective date of termination. TABC shall be liable for payments limited only to the portion of work TABC authorized in writing and which Respondent has completed, delivered to TABC, and which has been accepted by TABC. All such work shall have been completed, in accordance with contract requirements, prior to the effective date of termination. TABC shall have no other liability, including no liability for any costs associated with the termination.

73. TABC hereby grants to Respondent, for the term of the contract, a limited non-exclusive, royalty-free, non-assignable, non-transferable license to reproduce TABC’s trademarks (as depicted in Exhibit A) on published materials in the United States related to the performance of the contract, provided that such license is expressly conditional upon, and subject to, the following:

(1) Respondent is in compliance with all provisions of the contract;

(2) Respondent’s use of the trademarks is strictly in accordance with the quality standards and in conformance with the reproduction requirements set forth in Exhibit A or as otherwise communicated by TABC;

(3) Respondent takes no action to damage the goodwill associated with the trademarks, and refrains from any attempt to contest, attack, dispute, challenge, cancel and/or oppose TABC’s right, title and interest in the trademarks or their validity;

(4) Respondent makes no attempt to sublicense any rights under this trademark license; and

(5) Respondent complies with any marking requests TABC may make in relation to the trademarks, including without limitation to use the phrase “Registered Trademark”, the symbol “™”, the registered trademark symbol “®” and/or any equivalent thereof.

74. Respondent hereby acknowledges and agrees that the trademarks remain the exclusive property of TABC, that all right, title and interest in and to the trademarks is exclusively held by TABC, and all goodwill associated with such trademarks inures solely to TABC.

75. Respondent represents and warrants that it has not been the subject of allegations of Deceptive Trade Practices violations under Chapter 17 of the Texas Business and Commerce Code, or allegations of any unfair business practice in any administrative hearing or court suit and that Respondent has not been found to be liable for such practices in such proceedings. Respondent certifies that it has no officers who have served as officers of other entities who have been the subject of allegations of Deceptive Trade Practices violations or allegations of any unfair business practices in an administrative hearing or court suit and that such officers have not been found to be liable for such practices in such proceedings.

76. Respondent is prohibited from using State Property for any purpose other than performing Services authorized under the contract. State Property includes, but is not limited to, TABC’s office space, identification badges, TABC information technology equipment and networks (e.g., laptops, portable printers, cell phones, iPads, external hard drives, data storage devices, any Agency issued software, and the Agency Virtual Private Network (VPN client)), and any other resources of Agency.

Respondent shall not remove State Property from the continental United States. In addition, Respondent may not use any computing device to access TABC’s network or e-mail while outside of the continental United States. Respondent shall not perform any maintenance services on State Property unless the contract expressly authorizes such services. During the time that State Property is in the possession of Respondent, Respondent shall be responsible for (i) all repair, and replacement charges incurred by TABC that are associated with loss of State Property or damage beyond normal wear and tear and (ii) all charges attributable to Respondent’s use of State Property that exceeds the contract scope. Respondent shall fully reimburse such charges to TABC within ten (10) calendar days of Respondent’s receipt of TABC’s notice of amount due. Use of State Property for a purpose not authorized by contract shall constitute breach of contract and may result in termination of the contract and the pursuit of other remedies available to TABC under contract, at law, or in equity.

77. Any terms and conditions attached to a Response will not be considered unless specifically referred to in the Response. TEX GOVT CODE 2262.051, TEX GOVT CODE 2155.0012.

78. Human Trafficking Prohibition - Under Section 2155.0061 of the Texas Government Code, the Respondent certifies that the individual or business entity named in this Response 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.

79. Respondent affirms that neither it nor any of its holding companies or subsidiaries, is:

a. Listed in Section 889 of the 2019 National Defense Authorization Act (NDAA); or

b. Listed in Section 1260H of the 2021 NDAA; or

c. Owned by the government of a country on the U.S. Department of Commerce's foreign adversaries list under 15 C.F.R. § 791.4; or

d. Controlled by any governing or regulatory body located in a country on the U.S. Department of Commerce's foreign adversaries list under 15 C.F.R. § 791.4.

Authorized representative on behalf of Respondent must complete and sign the following:

Legal Name of Respondent: _______________________________________

Signature of Authorized Representative

Date Signed

Printed Name and Title of Authorized Representative

Phone Number

Federal Employer Identification Number

Fax Number

DUNS Number Email Address

Physical Street Address City, State, Zip Code

Mailing Address, if different City, State, Zip Code