ESBD_430136_1750699678448_APPENDIX 1 – EXECUTION OF OFFER.pdf

Rev 3.15.24

APPENDIX 1 – EXECUTION OF OFFER

RFP Title: Design for Exposure Tank System

RFP Number: 721-25083

THIS EXECUTION OF OFFER MUST BE COMPLETED, SIGNED AND RETURNED WITH PROPOSER'S PROPOSAL. FAILURE TO COMPLETE, SIGN AND RETURN THIS EXECUTION OF OFFER WITH THE PROPOSER’S PROPOSAL MAY RESULT IN THE REJECTION OF THE PROPOSAL.

1. Representa�ons and Warran�es. Proposer represents, warrants, cer�fies, acknowledges, and agrees as follows:

1.1.1. Proposer will furnish Work to University and comply with all terms, condi�ons, requirements and specifica�ons set forth in this RFP and any resul�ng Agreement.

1.1.2. This RFP is a solicita�on for a proposal and is not a contract or an offer to contract Submission of a proposal by Proposer in response to this RFP will not create a contract between University and Proposer. University has made no representa�on or warranty, writen or oral, that one or more contracts with University will be awarded under this RFP. Proposer will bear, as its sole risk and responsibility, any cost arising from Proposer’s prepara�on of a response to this RFP.

1.1.3. Proposer is a reputable company that is lawfully and regularly engaged in providing Work.

1.1.4. Proposer has the necessary experience, knowledge, abili�es, skills, and resources to perform Work.

1.1.5. Proposer is aware of, is fully informed about, and is in full compliance with all applicable federal, state and local laws, rules, regula�ons and ordinances rela�ng to performance of Work.

1.1.6. Proposer understands (i) the requirements and specifica�ons set forth in this RFP and (ii) the terms and condi�ons set forth in

Atachment 2 under which Proposer will be required to operate.

1.1.7. Proposer will not delegate any of its du�es or responsibili�es under this RFP or the Agreement to any sub-contractor, except as expressly provided in the Agreement.

1.1.8. Proposer will maintain any insurance coverage required by the Agreement during the en�re term.

1.1.9. All statements, informa�on and representa�ons prepared and submited in response to this RFP are current, complete, true and accurate. University will rely on such statements, informa�on and representa�ons in selec�ng Contractor. If selected by University, Proposer will no�fy University immediately of any material change in any maters with regard to which Proposer has made a statement or representa�on or provided informa�on.

1.1.10. PROPOSER WILL DEFEND WITH COUNSEL APPROVED BY UNIVERSITY, INDEMNIFY, AND HOLD HARMLESS UNIVERSITY, UT SYSTEM, THE STATE OF TEXAS, AND

ALL OF THEIR REGENTS, OFFICERS, AGENTS AND EMPLOYEES, FROM AND AGAINST ALL ACTIONS, SUITS, DEMANDS, COSTS, DAMAGES, LIABILITIES AND OTHER

CLAIMS OF ANY NATURE, KIND OR DESCRIPTION, INCLUDING REASONABLE ATTORNEYS’ FEES INCURRED IN INVESTIGATING, DEFENDING OR SETTLING ANY OF

THE FOREGOING, ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM ANY NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT OF PROPOSER OR

ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF PROPOSER IN THE EXECUTION OR PERFORMANCE OF ANY CONTRACT OR AGREEMENT RESULTING

FROM THIS RFP.

1.1.11. Pursuant to §§2107.008 and 2252.903, Government Code, any payments owing to Proposer under the Agreement may be applied directly to any debt or delinquency that Proposer owes the State of Texas or any agency of the State of Texas, regardless of when it arises, un�l such debt or delinquency is paid in full.

1.1.12. Any terms, condi�ons, or documents atached to or referenced in Proposer’s proposal are applicable to this procurement only to the extent that they (a) do not conflict with the laws of the State of Texas or this RFP, and (b) do not place any requirements on University that are not set forth in this RFP. Submission of a proposal is Proposer's good faith intent to enter into the Agreement with University as specified in this RFP and that Proposer’s intent is not con�ngent upon University's acceptance or execu�on of any terms, condi�ons, or other documents atached to or referenced in Proposer’s proposal.

1.1.13. Pursuant to Chapter 2271, Government Code, Proposer cer�fies Proposer (a) does not currently boycot Israel; and (b) will not boycot Israel during the Term of the Agreement. Proposer acknowledges the Agreement may be terminated and payment withheld if this cer�fica�on is inaccurate.

1.1.14. Pursuant to Subchapter F, Chapter 2252, Government Code, Proposer cer�fies Proposer is not engaged in business with Iran, Sudan, or a foreign terrorist organiza�on. Proposer acknowledges the Agreement may be terminated and payment withheld if this cer�fica�on is inaccurate.

1.1.15. Cybersecurity Training Program. Pursuant to Sec�on 2054.5192, Texas Government Code, Contractor and its subcontractors, officers, and employees must complete a cybersecurity training program cer�fied under Sec�on 2054.519, Texas Government Code and selected by the University. The cybersecurity training program must be completed by Contractor and its subcontractors, officers, and employees during the term and any renewal period of this Agreement. Contractor shall verify comple�on of the program to the University.

1.1.16. New Subchapter F, Chapter 2252, Government Code, will require UT ins�tu�ons to implement a process to compare Proposer names to the various lists designated in Sec�on 2252.152, Government Code, before execu�on of Agreement.

1.1.17. Pursuant to Chapter 2274, Texas Government Code, Proposer verifies (1) it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and (2) it will not discriminate during the term of any contract or agreement resul�ng from this RFP against a firearm entity or firearm trade association. Proposer acknowledges any contract or agreement resul�ng from this RFP may be terminated and payment withheld if this verification is inaccurate.

http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.2107.htm#2107.008 http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.2252.htm#2252.903 https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2271.htm https://statutes.capitol.texas.gov/SOTWDocs/GV/htm/GV.2054.htm https://statutes.capitol.texas.gov/SOTWDocs/GV/htm/GV.2054.htm https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2274.htm

1.1.18. Pursuant to Chapter 2276, Texas Government Code, Proposer verifies (1) it does not boycott energy companies and (2) it will not boycott energy companies during the term of any contract or agreement resulting from this RFP. Proposer acknowledges any contract or agreement resul�ng from this RFP may be terminated and payment withheld if this verification is inaccurate.

1.1.19. Pursuant to Section 161.0085, Texas Health and Safety Code (enacted by SB 968, 87th Texas Legislature, Regular Session (2021)), Proposer certifies that it does not require a customer 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 Proposer’s business. Proposer acknowledges any contract or agreement resul�ng from this RFP may be terminated and payment withheld if this certification is inaccurate.

1.1.20. Pursuant to Executive Order GA-48 of the Governor of Texas effective November 19, 2024, Proposer certifies that it and, if applicable, any of its holding companies or subsidiaries, is not:

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.

2. No Benefit to Public Servants. Proposer has not given or offered to give, nor does Proposer intend to give at any �me herea�er, any economic opportunity, future employment, gi�, loan, gratuity, special discount, trip, favor or service to a public servant in connec�on with its proposal.

Failure to sign this Execu�on of Offer, or signing with a false statement, may void the submited proposal or any resul�ng Agreement, and Proposer may be removed from all proposer lists at University.

3. Tax Cer�fica�on. Proposer is not currently delinquent in the payment of any taxes due under Chapter 171, Tax Code, or Proposer is exempt from the payment of those taxes, or Proposer is an out-of-state taxable en�ty that is not subject to those taxes, whichever is applicable. A false cer�fica�on will be deemed a material breach of any resul�ng contract or agreement and, at University's op�on, may result in termina�on of any resul�ng Agreement.

4. An�trust Cer�fica�on. Neither Proposer nor any firm, corpora�on, partnership or ins�tu�on represented by Proposer, nor anyone ac�ng for such firm, corpora�on or ins�tu�on, has violated the an�trust laws of the State of Texas, codified in §15.01 et seq., Business and Commerce Code, or the Federal an�trust laws, nor communicated directly or indirectly the proposal made to any compe�tor or any other person engaged in such line of business.

5. Authority Cer�fica�on. The individual signing this document and the documents made a part of this RFP, is authorized to sign the documents on behalf of Proposer and to bind Proposer under any resul�ng Agreement.

6. Child Support Cer�fica�on. Under §231.006, Family Code, rela�ng to child support, the individual or business en�ty named in Proposer’s proposal is not ineligible to receive award of the Agreement, and any Agreements resul�ng from this RFP may be terminated if this cer�fica�on is inaccurate.

7. Rela�onship Cer�fica�ons.

7.1. No rela�onship, whether by blood, marriage, business associa�on, capital funding agreement or by any other such kinship or connec�on exists between the owner of any Proposer that is a sole proprietorship, the officers or directors of any Proposer that is a corpora�on, the partners of any Proposer that is a partnership, the joint venturers of any Proposer that is a joint venture, or the members or managers of any Proposer that is a limited liability company, on one hand, and an employee of any member ins�tu�on of UT System, on the other hand, other than the rela�onships which have been previously disclosed to University in wri�ng.

7.2. Proposer has not been an employee of any member ins�tu�on of UT System within the immediate twelve (12) months prior to the Submital Deadline.

7.3. No person who, in the past four (4) years served as an execu�ve of a state agency was involved with or has any interest in Proposer’s proposal or any contract resul�ng from this RFP (ref. §669.003, Government Code).

7.4. All disclosures by Proposer in connec�on with this cer�fica�on will be subject to administra�ve review and approval before University enters into any Agreement resul�ng from this RFP with Proposer.

8. Compliance with Equal Employment Opportunity Laws. Proposer is in compliance with all federal laws and regula�ons pertaining to Equal

Employment Opportuni�es and Affirma�ve Ac�on.

9. Compliance with Safety Standards. All products and services offered by Proposer to University in response to this RFP meet or exceed the safety standards established and promulgated under the Federal Occupa�onal Safety and Health Law (Public Law 91-596) and the Texas Hazard Communication Act, Chapter 502, Health and Safety Code, and all related regula�ons in effect or proposed as of the date of this RFP.

https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2276.htm https://capitol.texas.gov/BillLookup/History.aspx?LegSess=87R&Bill=SB968 https://gov.texas.gov/uploads/files/press/EO-GA-48_Hardening_State_Government_FINAL_11-19-2024.pdf http://www.statutes.legis.state.tx.us/Docs/TX/htm/TX.171.htm http://www.statutes.legis.state.tx.us/Docs/BC/htm/BC.15.htm http://www.statutes.legis.state.tx.us/Docs/BC/htm/BC.15.htm http://www.statutes.legis.state.tx.us/Docs/FA/htm/FA.231.htm#231.006 http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.669.htm#669.003 https://www.osha.gov/pls/oshaweb/owadisp.show_document?p_table=OSHACT&p_id=2743 http://www.statutes.legis.state.tx.us/Docs/HS/htm/HS.502.htm

10. Excep�ons to Cer�fica�ons. Proposer will and has disclosed, as part of its proposal, any excep�ons to the informa�on stated in this Execu�on of Offer. All informa�on will be subject to administra�ve review and approval prior to the �me University makes an award or enters into any Agreement with Proposer.

11. Manufacturer Responsibility and Consumer Convenience Computer Equipment Collec�on and Recovery Act Cer�fica�on. If Proposer will sell or lease computer equipment to University under any Agreement resul�ng from this RFP then, pursuant to §361.965(c), Health & Safety Code, Proposer is in compliance with the Manufacturer Responsibility and Consumer Convenience Computer Equipment Collec�on and Recovery Act set forth in Chapter 361, Subchapter Y, Health & Safety Code, and the rules adopted by the Texas Commission on Environmental Quality under that Act as set forth in 30 TAC Chapter 328. §361.952(2), Health & Safety Code, states that, for purposes of the Manufacturer Responsibility and Consumer Convenience Computer Equipment Collec�on and Recovery Act, the term “computer equipment” means a desktop or notebook computer and includes a computer monitor or other display device that does not contain a tuner.

12. Conflict of Interest Cer�fica�on.

12.1. Proposer is not a debarred vendor or the principal of a debarred vendor (i.e., owner, proprietor, sole or majority shareholder, director, president, managing partner, etc.) either at the state or federal level.

12.2. Proposer’s provision of services or other performance under any Agreement resul�ng from this RFP will not cons�tute an actual or poten�al conflict of interest.

12.3. Proposer has disclosed any personnel who are related to any current or former employees of University.

12.4. Proposer has not given, nor does Proposer intend to give, at any �me herea�er, any economic opportunity, future employment, gi�, loan, gratuity, special discount, trip, favor or service to an officer or employee of University in connec�on with this RFP.

13. Proposer Cer�fica�on Rela�ng to Cri�cal Infrastructure. Pursuant to Chapter 2275, Texas Government Code, Proposer cer�fies (A) it is neither owned by nor is the majority of stock or other ownership interest of the Proposer held or controlled by (i) individuals who are ci�zens of China, Iran, North Korea, Russia, or a country designated by the Governor of Texas as a threat to cri�cal infrastructure under Sec�on

2275.0103 of the Texas Government Code (a “designated country”) or (ii) a company or other en�ty, including a governmental en�ty, that is owned or controlled by ci�zens of or is directly controlled by the government of China, Iran, North Korea, Russia, or a designated country;

and (B) it is not headquartered in China, Iran, North Korea, Russia, or a designated country. Proposer understands that the prohibi�ons set forth in the preceding sentence apply regardless of whether (1) Proposer’s or its parent company's securi�es are publicly traded or (2) Proposer or its parent company is listed on a public stock exchange as either (a) a Chinese, Iranian, North Korean, or Russian company or (b) a company of a designated country. Proposer acknowledges any contract or agreement resul�ng from this RFP may be terminated and payment withheld if this cer�fica�on is inaccurate.

14. Proposer Compliance and Warranty Rela�ng to Cloud Compu�ng Services. The Texas Department of Informa�on Resources (DIR) has established and implemented a state risk and authoriza�on management program providing a standardized approach for security assessment, authoriza�on, and con�nuous monitoring of cloud compu�ng services (CCSs) that process (including storing or transmi�ng) the data of Texas state agencies (TX-RAMP). The requirements of TX-RAMP include Sec�on 2054.0593 of the Texas Government Code, Title 1, Rule 202.77 of the Texas Administra�ve Code, and DIR’s TX-RAMP Manual.

Proposer represents and warrants that throughout the term of any Agreement resul�ng from this RFP it will comply with the requirements of TX- RAMP and that all CCSs subject to TX-RAMP will comply with the requirements of and be cer�fied under TX-RAMP. The CCSs subject to TX- RAMP include those provided by Proposer either through such an Agreement or in furtherance of such an Agreement, including CCSs provided through Proposer’s subcontractors or third-party providers. A CCS used in furtherance of an Agreement includes a CCS that Proposer or its subcontractors or third-party providers use to process (including storing or transmi�ng) University data, even if the University itself does not access or use that CCS.

Proposer’s subcontractors or third-party providers responsible solely for servicing or suppor�ng a CCS provided by Proposer or another Proposer subcontractor or third-party provider shall not be required to provide evidence of TX-RAMP cer�fica�on; instead, Proposer will be responsible for providing such evidence. The list of current TX-RAMP cer�fied CCSs and DIR’s TX-RAMP Manual are set forth at htps://dir.texas.gov/txramp.

Proposer understands and agrees that the University may not enter into or renew a contract with Proposer to purchase CCSs that are subject to TX-RAMP unless Proposer demonstrates compliance with TX-RAMP requirements. Proposer acknowledges that any Agreement resul�ng from this RFP may be terminated and payment withheld if Proposer does not comply with TX-RAMP or this Sec�on.

Proposer’s representa�ons, warran�es, and obliga�ons under this Sec�on 2.15 include any CCSs that are iden�fied by Proposer in its response to Op�on 2 in Sec�on 3.2.5 of Atachment One.

15. Proposer should complete the following informa�on:

If Proposer is a Corpora�on, then State of Incorpora�on: __________ http://www.statutes.legis.state.tx.us/Docs/HS/htm/HS.361.htm#361.965 http://www.statutes.legis.state.tx.us/Docs/HS/htm/HS.361.htm#361.965 http://www.statutes.legis.state.tx.us/Docs/HS/htm/HS.361.htm#Y http://texreg.sos.state.tx.us/public/readtac$ext.ViewTAC?tac_view=5&ti=30&pt=1&ch=328&sch=I&rl=Y http://www.statutes.legis.state.tx.us/Docs/HS/htm/HS.361.htm#361.952

If Proposer is a Corpora�on then Proposer’s Corporate Charter Number: _____

RFP No.: _____

NOTICE: WITH FEW EXCEPTIONS, INDIVIDUALS ARE ENTITLED ON REQUEST TO BE INFORMED ABOUT THE INFORMATION THAT GOVERNMENTAL BODIES OF THE STATE OF

TEXAS COLLECT ABOUT SUCH INDIVIDUALS. UNDER §§552.021 AND 552.023, GOVERNMENT CODE, INDIVIDUALS ARE ENTITLED TO RECEIVE AND REVIEW SUCH

INFORMATION. UNDER §559.004, GOVERNMENT CODE, INDIVIDUALS ARE ENTITLED TO HAVE GOVERNMENTAL BODIES OF THE STATE OF TEXAS CORRECT INFORMATION

ABOUT SUCH INDIVIDUALS THAT IS INCORRECT.

Submited and Cer�fied By:

Proposer Company Name

Proposer Company Address

Federal Employer Identification Number

Duly Authorized Representative Name

Duly Authorized Representative Email Address

Telephone Number

Signature of Duly Authorized Representative

Date Signed

Comment http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.552.htm#552.021 http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.552.htm#552.023 http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.559.htm#559.004