ESBD_402909_1741979475704_Attachment D Standard Terms and Conditions.pdf

4.1 GENERAL TERMS AND CONDITIONS

Any Contract awarded based on this RFQ will contain the general terms and conditions provided in this document. Subcontractors must also comply Contractor is required to make any information created or exchanged with the state pursuant to this contract, and not otherwise excepted from disclosure under the Texas Public Information Act (PIA), available in a format that is accessible by the public at no additional charge to the state.

4.2 PATENTS OR COPYRIGHTS

The selected Contractor agrees to protect the State and SPB from claims involving infringement of patents or copyrights. SPB will not consider any Proposal that bears a copyright. The Proposal will be subject to the Texas Public Information Act, Texas Government Code Chapter 552, and may be disclosed to the public upon request. Subject to the Act, Respondents may protect trade and confidential information from public release. Trade secret or other confidential information submitted as part of a proposal must be clearly marked in boldface type at least 14‐point font.

4.3 CONTRACTOR ASSIGNMENTS

Respondent hereby assigns to SPB any and all claims for overcharges associated with the Contract arising under the antitrust laws of the United States, 15 U.S.C.A. Section 1 et seq., and the antitrust laws of the State of Texas, Tex. Bus. & Com. Code § 15.01 et seq.

4.4 HISTORICALLY UNDERUTILIZED BUSINESSES SUBCONTRACTING PLAN

It is the policy of SPB to make a good faith effort to achieve the annual program goals by contracting directly with Historically Underutilized Businesses (HUBs) or indirectly through subcontracting opportunities in accordance with Texas Government Code Chapter 2161, Subchapter F, and HUB Rules promulgated by the Comptroller of Public Accounts (CPA), 34 TAC Chapter 20.

Any contract(s) awarded as a result of this RFQ must include reporting responsibilities related to Historically Underutilized Business (HUB) subcontracting. Awarded contractors may not change any subcontractor without submitting a revised HUB Subcontracting Plan (HSP) to SPB.

Any change to a subcontractor and revised HSP must be approved in writing by SPB prior to implementation.

HUBs are strongly urged to respond to this RFQ. Under Texas law, state agencies are required to make a good faith effort to assist HUBs in receiving certain percentages of the total value of contract awards. Vendors who meet the qualifications are strongly encouraged to apply for certification as HUBs.

SPB has determined that subcontracting is probable under any Contract awarded as a result of this RFQ. ALL RESPONDENTS TO THIS RFQ, INCLUDING THOSE THAT ARE HUB CERTIFIED OR

THOSE WHO DO NOT PLAN TO SUBCONTRACT, MUST COMPLETE A HUB SUBCONTRACTING

PLAN (HSP) IN ACCORDANCE WITH THE STATE’S POLICY ON UTILIZATION OF HUBs. THE HSP MUST BE INCLUDED AS PART OF THE PROPOSAL TO THIS RFQ. FAILURE TO COMPLETE THE HSP

AS INSTRUCTED MAY RESULT IN DISQUALIFICATION OF THE PROPOSAL FROM CONSIDERATION.

Please review the HSP forms carefully and allow sufficient time to identify and contact HUBs and allow them to respond. Note that contractors must demonstrate a good faith effort to https://statutes.capitol.texas.gov/Docs/GV/htm/GV.552.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2161.htm contract with new HUBs if currently proposed HUBs have performed as subcontractors to Contractor for more than five years. If a Contractor does not plan to subcontract, Contractor must state that fact in their plan. The completed plan will become a part of the Contract awarded as a result of this Solicitation.

4.5 HUB RESOURCES AVAILABLE

A list of certified HUBs is available on the Texas Comptroller of Public Accounts (CPA) website at: https://mycpa.cpa.state.tx.us/tpasscmblsearch/tpasscmblsearch.do. For additional information, contact the CPA’s HUB program office at Texas4hubs@cpa.state.tx.us. If contractors know of any businesses that may qualify for certification as a HUB, they should encourage those businesses to contact the CPA HUB program office.

4.6 REQUIRED AFFIRMATIONS AND CERTIFICATIONS

A. Antitrust. Respondent represents and warrants that, in accordance with Texas Government Code § 2155.005, neither Respondent nor the firm, corporation, partnership, or institution represented by Respondent, or anyone acting for such firm, corporation, partnership or institution, has (1) violated any provision of the Texas Free Enterprise and Antitrust Act of 1983, Texas Business and Commerce Code Chapter 15, or the federal antitrust laws; or (2) communicated directly or indirectly the contents of its proposal to any competitor or any other person engaged in the same line of business as Respondent.

B. Child Support Obligation. Under Texas Family Code § 231.006, Respondent certifies that the individual or business entity named in its proposal is not ineligible to receive the specified payment and acknowledges that any Contract resulting from this Solicitation may be terminated, and payment may be withheld if this certification is inaccurate.

C. COVID‐19 Vaccine Passport Prohibition. Respondent certifies that it does not require its customers to provide any documentation certifying the customer’s COVID‐19 vaccination or post‐transmission recovery on entry to, to gain access to, or to receive service from the Respondent’s business. Respondent acknowledges that such a vaccine or recovery requirement would make Respondent ineligible for a state‐funded contract.

D. Dealings with Public Servants. Pursuant to Texas Government Code § 2155.003, Respondent represents and warrants that it has not given, offered to give, nor intends 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 the goods or services being supplied.

E. Debts and Delinquencies. Respondent agrees that any payments due under the Contract will be applied towards any debt or delinquency that is owed to the State of Texas, including but not limited to delinquent taxes, delinquent student loan payments and delinquent child support.

NOTE: The following clause applies only to contracts for $100,000 or more with companies employing at least 10 full‐time people and paid at least in part with public funds. The clause does not apply to a governmental entity that determines the requirements Texas Government Code § 2276.002(b) are inconsistent with its duties related to debt obligations or funds as described in Texas Government Code § 2276.002(c).

mailto:Texas4hubs@cpa.state.tx.us https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2155.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2155.htm https://statutes.capitol.texas.gov/Docs/FA/htm/FA.231.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2155.htm https://statutes.capitol.texas.gov/DocViewer.aspx?DocKey=GV%2FGV.2276&Phrases=24.001&HighlightType=1&ExactPhrase=False&QueryText=24.001 https://statutes.capitol.texas.gov/DocViewer.aspx?DocKey=GV%2FGV.2276&Phrases=24.001&HighlightType=1&ExactPhrase=False&QueryText=24.001 https://statutes.capitol.texas.gov/DocViewer.aspx?DocKey=GV%2FGV.2276&Phrases=24.001&HighlightType=1&ExactPhrase=False&QueryText=24.001

F. Energy Company Boycotts. Respondent represents and warrants that: (1) it does not and will not for the duration of any Contract resulting from this Solicitation, boycott energy companies or (2) the verification required by Texas Government Code § 2276.002 does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Respondent must promptly notify SPB.

employing at least 10 full‐time people and paid at least in part with public funds.

G. Entities that Boycott Israel. Pursuant to Texas Government Code § 2271.002, Respondent certifies that either (i) it meets one of the exemption criteria under § 2271.002; or (ii) it does not boycott Israel and will not boycott Israel during the term of any contract resulting from this Solicitation. Respondent must state any facts that make it exempt from the boycott certification in its Response.

H. Excluded Parties. Respondent certifies that it is not listed on the federal government’s terrorism watch list as described in Executive Order 13224.

I. Executive Head of a State Agency. Under Texas Government Code § 669.003, Respondent certifies that it does not employ, or has disclosed its employment of, any former executive head of SPB. If § 669.003 applies, Respondent must provide the following information:

Name of Former Executive: _____________________________________ Name of State Agency: _____________________________________ Date of Separation from State Agency: _____________________________________ Position with Respondent: _____________________________________ Date of Employment with Respondent: _____________________________________

J. Financial Participation Prohibited. Pursuant to Texas Government Code § 2155.004(a), Respondent certifies that neither Respondent nor any person or entity represented by Respondent has received compensation from SPB or any agency of the State of Texas for participation in the preparation of the specifications for this bid or proposal.

Pursuant to Texas Government Code § 2155.004(b), Respondent certifies that the individual or business entity named in this bid or response is not ineligible to receive the specified contract and acknowledges that the Contract may be terminated, and payment withheld if this certification is inaccurate.

employing at least 10 full‐time people and paid at least in part with public funds.

K. Firearm Entities and Trade Associations Discrimination. Respondent verifies that: (1) it does not, and will not for the duration of any contract resulting from this Solicitation, have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association or (2) the verification required by Texas Government Code §

2274.002 does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Respondent must promptly notify SPB.

L. Foreign Terrorist Organizations. Respondent represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as prohibited by Texas Government Code § 2252.152.

https://statutes.capitol.texas.gov/DocViewer.aspx?DocKey=GV%2FGV.2276&Phrases=24.001&HighlightType=1&ExactPhrase=False&QueryText=24.001 https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2271.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2271.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.669.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.669.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2155.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2155.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2274.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2274.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2252.htm

M. Human Trafficking Prohibition. Under Texas Government Code § 2155.0061, 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.

N. Lobbying Prohibition. Respondent represents and warrants that SPB’s payments to

Respondent and Respondent’s receipt of appropriated or other funds under any contract resulting from this Solicitation are not prohibited by Texas Government Code §§

556.005 or 556.0055, related to the prohibition on payment of state funds to a lobbyist or for lobbying activities.

O. No Conflict of Interest. Respondent represents and warrants that the provision of goods and services or other performance under the Contract will not constitute an actual or potential conflict of interest or reasonably create an appearance of impropriety.

P. Prior Disaster Relief Contract Violation. Texas Government Code §§ 2155.006 and

2261.053 prohibit state agencies from accepting a Response or awarding a contract that includes proposed financial participation by a person who, in the past five years, has been convicted of violating a federal law or assessed a penalty in connection with a contract involving relief for Hurricane Rita, Hurricane Katrina, or any other disaster occurring after September 24, 2005, as defined by Texas Government Code § 418.004.

Under Texas Government Code §§ 2155.006 and 2261.053, Contractor certifies that the individual or business entity named in this Response is not ineligible to receive the specified contract and acknowledges that any contract resulting from this Solicitation may be terminated, and payment withheld if this certification is inaccurate.

Q. Restricted Employment for Certain State Personnel. Pursuant to Texas Government Code § 572.069, Respondent certifies that it has not employed and will not employ a former state officer or employee who participated in a procurement or contract negotiations for Agency involving Respondent within two years after the date that the Contract is signed, or the procurement is terminated or withdrawn. This certification only applies to former state officers or employees whose state service or employment ceased on or after September 1, 2015.

R. Suspension and Debarment. Respondent certifies that it and its principals are not suspended or debarred from doing business with the state or federal government as listed on the State of Texas Debarred Vendor List maintained by the Texas Comptroller of Public Accounts and the System for Award Management (SAM) maintained by the General Services Administration.

S. Texas Bidder Affirmation. Respondent certifies that if a Texas address is shown as the address of Respondent on its Response, Respondent qualifies as a Texas Bidder as defined in Texas Government Code § 2155.444(c).

T. Buy Texas. In accordance with Texas Government Code § 2155.4441 Respondent agrees that during the performance of a contract for services it will purchase products and materials produced in Texas when they are available at a price and time comparable to https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2155.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.556.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.556.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2155.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2261.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.418.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2155.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.572.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.572.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2155.htm products and materials produced outside this state.

U. E‐Verify Program. Respondent certifies that for contracts for services, Respondent will utilize the U.S. Department of Homeland Security’s 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.

4.6 INDEMNIFICATION

RESPONDENT AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS

AND SPB, 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 RESPONDENT 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 MUST BE COORDINATED BY RESPONDENT WITH THE

OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED

DEFENDANTS IN ANY LAWSUIT, AND RESPONDENT MAY NOT AGREE TO ANY SETTLEMENT

WITHOUT FIRST OBTAINING CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY

GENERAL. RESPONDENT AND SPB AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH

OTHER OF ANY SUCH CLAIM.

4.7 ADDITIONAL TERMS

Any terms and conditions attached to a Response to this RFQ will not be considered unless specifically referred to in the Response.

4.8 DISPUTE RESOLUTION

The dispute resolution process provided for in Texas Government Code Chapter 2260 must be used by SPB and Respondent to attempt to resolve all disputes arising under any contract resulting from this solicitation.

4.9 EXCESS OBLIGATIONS PROHIBITED

Any contract resulting from this Solicitation is subject to termination or cancellation without penalty to SPB, either in whole or in part, subject to the availability of state funds.

4.10 PUBLIC INFORMATION ACT

Information, documentation, and other material in connection with this solicitation or any resulting contract may be subject to public disclosure pursuant to Texas Government Code Chapter 552 (the “Public Information Act”). In accordance with Texas Government Code § 2252.907, Respondent is required to make any information created or exchanged with the State pursuant to the solicitation or contract and not otherwise excepted from disclosure under the Public Information Act available in a format that is accessible to the public at no additional charge to the State.

https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2260.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.552.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.552.htm

4.11 GOVERNING LAW AND VENUE

Any contract resulting from this solicitation will be governed by the laws of the State of Texas, without regard to the conflicts of law provisions. The venue of any suit arising under a contract resulting from this solicitation is fixed in any court of competent jurisdiction of Travis County, Texas, unless the specific venue is otherwise identified in a statute that directly names or otherwise identifies its applicability to the SPB.

4.12 ETHICS

Under Texas Government Code § 2155.003, an individual who interacts with public purchasers in any capacity is required to adhere to the Ethics Laws and Professional Standards in the State of Texas Procurement and Contract Management Guide, which outlines the ethical standards required of public purchasers, employees, and bidders who interact with public purchasers in the conduct of state business and with any opinions of or rules adopted by the Texas Ethics Commission. Entities who are interested in seeking business opportunities with the state must be mindful of these restrictions when interacting with public purchasers of SPB or purchasers of other state agencies. Specifically, a SPB employee may not have an interest in, or in any manner be connected with, a contract or bid for a purchase of goods or services by an agency of the state; or in any manner, including by rebate or gift, accept or receive from a person to whom a contract may be awarded, directly or indirectly, anything of value or a promise, obligation, or contract for future reward or compensation.

4.13 FRAUD STATEMENT

Respondents understand that SPB does not tolerate any type of fraud. SPB’s policy is to promote consistent, legal, and ethical organizational behavior by assigning responsibilities and providing guidelines to enforce controls. Any violations of law, agency policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken. Providers are expected to report any possible fraudulent or dishonest acts, waste, or abuse to the State Auditor’s Office via fax at (512) 936‐9812, online at https://sao.fraud.texas.gov/ReportFraud/ , or via mail at:

State Auditor's Office ATTN: Investigations

P.O. Box 12067 Austin, TX 78711

4.14 CONFLICT OF INTEREST

A Respondent will not be selected if there is a conflict of interest that will or may arise during the performance of its obligations under the Contract. For this reason, the submission in response to this RFQ must disclose all business interests and all relationships that could reasonably be considered to pose possible conflicts of interest in the Respondent’s performance of contract obligations. In addition, Respondent must represent and warrant in its response to this RFQ and in the contract that in the performance of services under the contract, (1) Respondent does not have and will not have any actual or potential conflict of interest, and (2) Respondent will take whatever reasonable actions may be necessary and prudent to avoid even the appearance of impropriety.

4.15 RIGHT TO AUDIT

The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under a contract or indirectly through a subcontract under the contract. The acceptance of funds under a contract or subcontract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or https://sao.fraud.texas.gov/ReportFraud/ investigation in connection with those funds. 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.

4.16 CONTRACT ADMINISTRATION

SPB will designate a project manager for any contract resulting from this Solicitation. The project manager will serve as the point of contact between SPB and the selected Contractor. The SPB project manager will supervise SPB’s review of Contractor’s work, deliverables, reports, payment requests, schedules, financial and budget administration, and similar matters. The project manager does not have any express or implied authority to vary the terms of the Contract, amend the Contract in any way, or waive strict performance of the terms or conditions of the Contract.

4.17 CONTRACT AMENDMENT/TERMINATION

Any contract resulting from this procurement may be altered or amended by mutual written consent or terminated by the Executive Director at any time by written notice to Contractor.

Upon receipt of such termination notice, Contractor must, unless the notice directs otherwise, immediately discontinue all work in connection with the performance of the Contract and promptly cancel all existing orders if such orders are chargeable to the Contract. Contractor must submit a statement showing in detail the work performed under the Contract to the date of termination. SPB will pay Contractor for the work actually performed under the Contract, less all payments that have been previously made. Thereupon, copies of all work accomplished under the Contract must be delivered to SPB.

4.18 STOP WORK ORDER

The Executive Director may issue a Stop Work Order to Contractor at any time. Upon receipt of such order, Contractor must discontinue all work under the Contract and cancel all orders pursuant to the Contract, unless the order directs otherwise. If the Executive Director does not issue a Restart Order within 60 days after receipt by Contractor of the Stop Work Order, the Contract is terminated in accordance with the foregoing provisions.

4.19 DISASTER RECOVERY PLAN

Upon request of SPB, Respondent must provide descriptions of its business continuity and disaster recovery plans.

4.20 DEFAULT

If Contractor is found to be in default under any provision of a contract resulting from this solicitation, SPB may cancel the Contract without notice and either re‐solicit or award the Contract to the next best responsive and responsible Respondent. In the event of abandonment or default, Contractor will be responsible for paying damages to SPB including but not limited to re‐procurement costs and any consequential damages to the State of Texas or SPB 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 specification or scope of work is significantly changed.

4.21 FORCE MAJEURE

Neither Respondent nor SPB will be liable to the other for any delay in, or failure of performance, of any requirement included in any Contract caused by force majeure. 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. Force majeure is defined as acts of God, war, fires, explosions, hurricanes, floods, failure of transportation, 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.

4.22 OWNERSHIP/INTELLECTUAL PROPERTY, INCLUDING RIGHTS TO DATA, DOCUMENTS, AND

COMPUTER SOFTWARE

For the purposes of the Contract, the term “Work” is defined as all reports, statistical analyses, work papers, work products, materials, approaches, designs, specifications, systems, documentation, methodologies, concepts, research, materials, and intellectual property or other property developed, produced, or generated in connection with the Contract. All work performed pursuant to the Contract is made the exclusive property of SPB. All right, title and interest in said property will vest in SPB upon creation and will be deemed to be a work for hire and made in the course of the services rendered pursuant to the Contract. To the extent that title to any such work may not, by operation of law, vest in SPB, or such work may not be considered a work made for hire, all rights, title and interest therein are hereby irrevocably assigned to SPB. SPB has the right to obtain and to hold in its name any and all patents, copyrights, registrations, or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof. Contractor must give SPB and/or the state of Texas, as well as any person designated by SPB and/or the state of Texas, all assistance required to perfect the rights defined herein without any charge or expense beyond those amounts payable to Contractor for the services rendered under the Contract.

Contractor must maintain and retain supporting fiscal and any other documents relevant to showing that any payments under the Contract 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. Contractor must maintain all such documents and other records relating to the Contract 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. Contractor must make available at reasonable times, upon reasonable notice, and for reasonable periods, all documents and other information related to the “Work” as defined as work products developed by Contractor and subcontractor using funds provided under the Contract or otherwise rendered in or related to the performance in whole or part of the Contract, including but not limited to reports, drafts of reports, or other material, data, drawings, studies, analyses, notes, plans, computer programs and codes, or other work products, whether final or intermediate. Contractor and any subcontractor(s) must provide the State Auditor with any information that the State Auditor deems relevant to any investigation or audit. Contractor must retain all work and other supporting documents pertaining to the Contract, for purposes of inspecting, monitoring, auditing, or evaluating by the SPB and any authorized agency of the state of Texas, including an investigation or audit by the State Auditor.

Contractor must cooperate with any authorized agents of the state of Texas and must provide them with prompt access to all of such State’s work as requested. Contractor’s failure to comply with this Section will constitute a material breach of the Contract and will authorize SPB and the State of Texas to immediately assess appropriate damages for such failure. Pursuant to Texas Government Code § 2262.003, the acceptance of funds by Contractor or any other entity or person directly under the Contract, or indirectly through a subcontract under the Contract, constitutes acceptance of the authority of the State Auditor to conduct an audit or investigation in connection with those funds.

4.23 DRUG FREE WORKPLACE POLICY

Contractor must comply with the applicable provisions of the Drug‐Free Workplace Act of 1988 (Public Law 100‐690, Title V, Subtitle D; 41 U.S.C. 701 et seq.) and maintain a drug‐free work environment. The final rule detailing requirements for drug‐free workplace (grants) issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug‐Free Work Place Act of 1988 is incorporated by reference, and Contractor must comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued.

4.24 FALSE STATEMENTS

If Respondent signs its bid or response with a false statement or it is subsequently determined that Respondent has violated any of the representations, guarantees, warranties, certifications or affirmations included in its bid or response, Respondent will be in default under the Contract and SPB may terminate or void the Contract.

4.25 INSURANCE

Respondent represents and warrants that it will obtain and maintain for the term of any contract resulting from this Solicitation all insurance coverage required to ensure proper fulfillment of the Contract and its liabilities thereunder, including but not limited to the following:

Type of Insurance Each Occurrence/Aggregate Workers Compensation Minimum coverage for employer liability as determined by the Texas Department of Insurance.

Employer's Liability Bodily Injury by Accident Bodily Injury by Disease Bodily Injury by Disease

$500,000 Ea. Accident $500,000 Ea. Employee $500,000 Policy Limit

Commercial General Liability General Aggregate Applies Per Project

$1,000,000 Aggregate $5,000 Medical Expense each person $50,000 Damage to Premises Rented to You $1,000,000 Products Completed Operations $500,000 Personal & Advertising Liability $500,000 Each Occurrence

Automobile Liability All Owned, Hired and Non‐Owned Vehicles $500,000 Combined Single Limit

All of the above coverage must be with companies licensed in the state of Texas, with an “A” rating from A.M. Best and authorized to provide the corresponding coverage. All policies must https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2262.htm https://oui.doleta.gov/dmstree/tein/tein_pre93/tein_15-90.htm#:%7E:text=On%20November%2018%2C%201988%2C%20Congress,agency%20after%20March%2018%2C%201989.

https://oui.doleta.gov/dmstree/tein/tein_pre93/tein_15-90.htm#:%7E:text=On%20November%2018%2C%201988%2C%20Congress,agency%20after%20March%2018%2C%201989.

contain endorsements prohibiting cancellation except upon at least thirty days prior written notice to SPB. Respondent represents and warrants that it will maintain the above insurance coverage during the term of any contract resulting from this solicitation and will provide SPB with an executed copy of the policies immediately upon request.

4.26 PRECEDENCE

In the event of conflicts or inconsistencies between any contract resulting from this Solicitation and its exhibits or attachments, such conflicts or inconsistencies will be resolved by reference to the documents in the following order of priority: Signed Contract (or Notice of Award), Attachments to the Contract (or Notice of Award), Request for Proposals, and Respondent’s Response to Request for Proposals.

4.27 DISCLOSURE

No public disclosures or news releases pertaining to the Contract may be made without prior written approval of SPB.

4.28 TAXES

Respondent represents and warrants that it will pay all taxes or similar amounts associated with any contract resulting from this Solicitation, including but not limited to any federal, state, or local income, sales or excise taxes of Respondent or its employees. SPB will not be liable for any taxes resulting from the Contract.

4.29 INTERESTED PARTIES

When applicable, all non‐governmental contractors are required to submit a Certificate of Interested Parties at the time the signed Contract is submitted to SPB. The Certificate of Interested Parties (Form 1295) is a sworn statement by the contracting business entity and must be submitted even if there is no interested party in the transaction. The Form 1295 and instructions for completing and submitting the form are available at:

https://www.ethics.state.tx.us/filinginfo/1295/. SPB is prohibited from executing a contract unless the contracting business entity submits a completed Form 1295. Any contract resulting from a SPB procurement with a business entity will be void if the Certificate of Interested Parties is not submitted within 30 days of submitting an executed contract.

4.30 IDENTICALITY AND SECURITY

Contractor must maintain and protect any information it receives, compiles, or creates as a result of a contract resulting from this Solicitation in accordance with any federal, state, or local laws and regulations that apply. Contractor must establish a method to secure the confidentiality of records and other information relating to SPB in accordance with applicable federal and state laws, rules, and regulations.

4.31 ASSIGNMENT PROHIBITED

Respondent may not assign the Contract or assign, transfer or delegate, in whole or in part, any of its interest in, or rights or obligations under, the Contract without the prior written consent of SPB, and any attempted or purported assignment, transfer or delegation thereof without such consent will be null and void.

http://www.ethics.state.tx.us/filinginfo/1295/ http://www.ethics.state.tx.us/filinginfo/1295/