ESBD_445894_1755115438046_Co Location Data Center Solicitation.pdf

Bid/Offer Solicitation No. 301-25-081225

Bid Issue Date:

08/13/2025

Bid Due Date:

08/27/2025

Bid Due Time:

No later than 3:00pm CST

Physical Mailing Address:

Office of the Governor

Financial Services P.O. Box 12878

Austin, TX 78711-2878

Email:

Jeffrey Duhon jeffrey.duhon@gov.texas.gov

Common-Carrier Delivery Address:

Office of the Governor

Financial Services 1100 San Jacinto Blvd

Austin, TX 78701

Note: Goods or Services Bid or Offered MUST Meet or Exceed Item Specifications Requested

Line Item No.

Class Item

Description Quantity Unit of

Measure Unit Price

Extended Price

1. 984-84 Co-Location Data Center Services – Please see Service

Requirements for description.

1 ea

Cash Discount ___ % ___ DAYS Bid/Quote Total Amount

Email signed bid form to jeffrey.duhon@gov.texas.gov no later than 3:00 p.m.CST 08/27/2025

Questions? Call (512) 936-9503

The Authorized Representative’s signature below certifies that prices shown on this quote are true and correct and that Vendor agrees to comply with the attached OOG Standard Terms and Conditions if bid/offer is selected.

Check below if preference is claimed under 34 T.A.C. §20.306: RESPONDENT MUST COMPLETE THIS SECTION OR

RESPONSE WILL BE DISQUALIFIED:

Texas Vendor Identification No., Federal EIN, or SSN:

Vendor Name:

Address:

City-State-ZIP:

Phone Number:

Fax Number:

E-Mail Address:

Signature of Authorized Representative:

Signature [no electronic signatures] Date

AWARD NOTICE: The State reserves the right to make an award on the basis of low line item bid, low total of line items, or in any other combination that will serve the best interest of the State and to reject any and all bid items in the sole discretion of the State.

__ Texas Product or Services __ Rubberized Asphalt Paving Material

__ U.S.-Produced Goods __ Recycled Motor Oil and Lubricants

__ Agricultural Products Grown in Texas

__ Products and Services from Economically Depressed or Blighted Area

__ Agricultural Products Offered by Texas Bidder

__ Products of Facilities on Formerly Contaminated Property

__ Products of Persons with Mental or Physical Disabilities

__ Paper containing recycled fibers

__ Recycled, Remanufactured, or Environmentally Sensitive Products

__ Recycled computer equipment of other manufacturers

__ Covered television equipment __ Foods of higher nutritional value

__ Energy Efficient Products __ Travel agents residing in Texas

The OOG may require Respondent to provide documentation sufficient to demonstrate Respondent qualifies for any of the above-marked preferences.

Office of the Governor (OOG) Financial Services

. Purchasing .

BID/OFFER

QUOTATION FORM

Form PCS.220801 mailto:jeffrey.duhon@gov.texas.gov mailto:jeffrey.duhon@gov.texas.gov

SERVICE REQUIREMENTS:

The Office of the Governor is seeking a colocation data center in which to place IT equipment for business-related services.

Potential vendors should be able to meet the following requirements:

1. One (1) Full/Dedicated Server Cabinet (minimum 42U) with Customer-

Controlled/Replaceable Locks

2. Two (2) 120V 30A (NEMA L5-30R) Power Connections Provided at Server

Cabinet

3. Data Center Backup Generator and UPS (2N)

4. On-site Security, 24/7 monitoring

5. 24/7 Customer Access to Data Center

6. Loading Dock/Zone, Parking, and Workspaces

7. Fiber Connectivity to Service Provider (AT&T required)

8. Redundant (Dual-Entrance) Connectivity to AT&T

9. Data Center Located Within 100 miles of Austin (not within the Greater

Austin area; San Antonio preferred)

10. SOC 2 and ISO 27001 Compliance Preferred

OOG STANDARD TERMS AND CONDITIONS: APPLICABLE ITEMS BELOW APPLY TO AND BECOME PART OF

BID/PURCHASE ORDER/CONTRACT. ANY EXCEPTIONS MUST BE IN WRITING.

BIDDING REQUIREMENTS: Bidders must comply with all rules, regulations and statutes relating to purchasing in the State of Texas in addition to the requirements of this document. “Vendor” means any entity that files a bid ("Bidder") before an award of a Contract as well as any entity that is awarded a Contract. The Office of the Governor is "OOG".

Bidder must price per unit shown. Unit prices shall govern in the event of extension errors. If a price quotation is submitted as part of the bid, the quotation must be referenced on the bid document and signed by the Bidder. Quote FOB destination, freight prepaid and allowed; otherwise must show exact delivery cost and terms. Bid prices are requested to be firm for OOG acceptance for 30 days from bid opening date. “Discount from list” bids are not acceptable unless requested. Cash discounts are not considered in determining an award. Cash discounts offered will be taken if earned. Purchases made for State use are exempt from the State Sales tax and Federal Excise tax. Do not include taxes in bid.

Person signing bid must have the authority to bind Bidder in a contract. Bidder should enter Texas Identification Number System (TINS) number, full name and address of Bidder on bid. Vendor name should appear on each continuation page of each bid.

Any terms and conditions attached to a bid will not be considered unless specifically referred to on the bid form. If Bidder takes any exceptions to any provisions of the bid, the exceptions must be specifically and clearly identified in Bidder’s response to the bid, and a proposed alternative must be provided.

"Blanket exceptions" are not acceptable, and any exceptions taken by Bidder may result in the contract not being awarded to the Bidder.

SUBMISSION OF BIDS. The email address for submission of bids is:

purchasing@gov.texas.gov. Inquiries pertaining to bids must include the bid/offer solicitation number. Bids must be time stamped at OOG on or before the hour and date specified for the bid opening. Late and/or unsigned bids will not be considered. Bids cannot be altered or amended after opening time.

Changes may be made to a bid before opening time. No bid can be withdrawn after opening time without approval by OOG.

SPECIFICATIONS. Catalogs, brand names or manufacturer’s references are descriptive only, and indicate type and quality desired. Bids on brands of like nature and quality may be considered unless advertised as a proprietary purchase under Section 2155.067, Government Code. Bidding should show manufacturer, brand or trade name, and other description of product offered. If other than brand(s) specified is offered, illustrations and/or a complete description of product offered must be included in the bid.

Unless otherwise specified, items shall be new and unused and of current production. All electrical items must meet all applicable OSHA standards and regulations, and bear the appropriate listing from UL, FMRC or NEMA.

Manufacturer’s standard warranty shall apply unless otherwise stated in the bid.

Samples, when requested, must be furnished free of expense to OOG. If not destroyed in examination, they may be returned to the Bidder, on request, at Bidder’s expense. Each sample should be marked with Bidder’s name and address. Do not include samples, unless specified in bid.

OOG is not be bound by any conduct or statement contrary to the written specifications of this bid.

DELIVERY. Show number of days required to place material in OOG's designated location under normal conditions. Delivery days means calendar days, unless otherwise specified. Failure to state delivery time obligates Vendor to deliver in 14 calendar days. Unrealistic delivery promises may cause bid to be disregarded. If delay is foreseen, Vendor shall give written notice to OOG.

Default in promised delivery or failure to meet specifications authorizes OOG to purchase supplies elsewhere and charge the full increase, if any, in cost and handling to defaulting Vendor. Delivery shall be made during 8:00 a.m. to 4:00 p.m., Monday through Friday, except regularly observed state or federal holidays, unless prior approval has been obtained from OOG. No substitutions or cancellations permitted without written approval of OOG. Receipt of goods or service does not constitute acceptance.

INSPECTION AND TESTS. All goods will be subject to inspection and test by OOG. OOG shall have access to Vendor/supplier’s place of business for the purpose of inspecting merchandise. Tests may be performed on samples submitted with the bid and/or on samples taken from regular shipment. All costs for return, restocking, or replacement shall be borne by Vendor in the event products tested fail to meet or exceed all conditions and requirements of the specification. Goods delivered and rejected in whole or in part may, at OOG’s option, be returned to Vendor or held for disposition, both at Vendor’s expense.

Latent defects may result in revocation of acceptance, termination of this Contract and any other remedies against Vendor available to OOG.

AWARD NOTICE: OOG may make an award on the basis of best value in accordance with Sections 2155.074-.075, and/or 2157.003, Government Code.

OOG may reject any and all bid items; waive minor technicalities; or award the bid that best serves the interests of OOG. In the event of tie bids with an Invitation for Bids, unless the application of preferences under 34 TAC § 20.38(b)(3) resolves the tie, lots may be drawn to break the tie.

AWARD OF CONTRACT. A response to this invitation for bid is an offer to contract based upon the terms, conditions, and specifications contained herein.

Bids do not become a contract until they are accepted through the execution of a purchase order.

PAYMENT. Vendor shall submit invoices to ap@gov.texas.gov or mail to Office of the Governor, P.O. Box 12878, Austin, Texas 78711. Invoice must include OOG purchase order number. OOG will incur no penalty for late payment if payment is made in 30 or fewer days from receipt of goods or services or receipt of a correct invoice, whichever is later. Payments will be made in accordance with Chapter 2251, Government Code.

VENDOR ACCESS. Vendor shall comply with all access routes, entrance gates or doors, parking and storage areas, and other necessary Vendor access, along with any imposed time limitations, as designated by OOG.

CONFLICTS OF INTEREST; DISCLOSURE OF CONFLICTS; DISCLOSURE

OF INTERESTED PARTIES. Vendor represents and warrants that it has no actual or potential conflicts of interest in providing the requested goods or services to OOG under any contract resulting from this bid, and that Vendor’s provision of the requested goods or services will not reasonably create an appearance of impropriety. Vendor has a continual and ongoing obligation to immediately notify OOG in writing, upon discovery of any actual or potential conflict. In addition, Section 2252.908, Government Code and the administrative rules of the Texas Ethics Commission (TEC) at Title I, Chapter 46, Texas Administrative Code, require certain contractors to file a Disclosure of Interested Parties Form 1295 (Form 1295) with the TEC and OOG. OOG may require Vendor to complete and file the Form 1295 at the time of contract execution and/or prior to the execution of any amendment of this Contract.

Vendor makes the following certifications and warranties and agrees that payments under this Contract can be withheld and this Contract terminated, without further notice, if the Certifications and Warranties are inaccurate or false:

Delinquent Child Support Obligations. Vendor certifies that it is not ineligible to receive any payment under this Contract pursuant to Section 231.006, Family Code. If applicable, Vendor has provided the name and social security number of each person (sole proprietors, firm owners, partners, or shareholders) with at least 25% ownership in Vendor (business entity).

Buy Texas. If Vendor is authorized to make purchases under this Contract, it certifies that it will buy Texas products, services and materials when available at a comparable price and in a comparable period of time.

Iran, Sudan or Foreign Terrorist Organization. Vendor certifies that it: (i) is not an entity listed by the Texas Comptroller of Public Accounts under Sections

2270.0201 or 2252.153, Government Code; (ii) does not constitute a “scrutinized company” as defined by Section 2270.0001(9), Government Code; and (iii) does not have contracts with or provide supplies or services to a foreign terrorist organization. The terms “foreign terrorist organization” and “designated foreign terrorist organization” have the meanings assigned to them in Sections

2252.151 and 2270.0001, Government Code, respectively.

Israel. If Vendor is required to make a certification pursuant to Section 2271.002, Government Code, Vendor certifies that Vendor does not boycott Israel and will not boycott Israel during the term of this Contract. If Vendor does not make that certification, Vendor must indicate that in its bid and state why the certification is not required. The term “boycott Israel” as used in this paragraph has the meaning assigned by Section 808.001, Government Code.

Energy Companies. If Vendor is required to make a certification pursuant to Section 2274.002, Government Code (as added by Acts 2021, 87th Leg., R.S.,

ch. 529, § 2), Vendor certifies that Vendor does not boycott energy companies and will not boycott energy companies during the term of this Contract. If Vendor does not make that certification, Vendor must indicate that in its proposal and state why the certification is not required.

Firearm Entities or Firearm Trade Associations. If Vendor is required to make a certification pursuant to Section 2274.002, Government Code (as added by Acts 2021, 87th Leg., R.S., ch. 530, § 1), Vendor certifies it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and will not discriminate during the term of this Contract against a firearm entity or firearm trade association. If Vendor does not make that certification, Vendor must indicate that in its proposal and state why the certification is not required.

Vaccine Passport. Vendor certifies that, pursuant to Section 161.0085, Health and Safety Code, 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 Vendor’s business in Texas. Vendor acknowledges that such a vaccine or recovery requirement would make Vendor ineligible for a state-funded contract.

Gift to Public Servant. Vendor 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 this bid or award of this Contract.

Debt to State. Vendor acknowledges and agrees that, to the extent Vendor owes any debt (child support, delinquent taxes, or other obligation) to the State of Texas, any payments Vendor is owed under this Contract may be applied to pay those amounts owed by Vendor.

Prohibited Bids and Contracts. Vendor certifies, under Section 2155.004, Government Code, that it is not ineligible to receive this Contract.

Former Executive Head, State Officer and Employees of the Agency.

Vendor certifies this Contract is compliant, and will remain in compliance during this Contract term, with Sections 669.003 (Contracting with Executive Head of State Agency), 2252.901 (Contracts with Former or Retired Agency Employees) and 572.069 (If Applicable, Prohibiting Employment within two years of Former State Officer or Employee who participated in procurement of goods or services), Government Code.

Certification of Good Standing; Delinquent Taxes. Vendor certifies that it is in good standing under the laws of the State in which it was formed or organized, and if requested, will provide OOG with documentation. Vendor certifies that it owes no delinquent taxes to any taxing unit of this State at the start date of this Contract. Vendor agrees to remain in good standing with the Texas Secretary of State, the Texas Comptroller of Public Accounts and related state or federal governmental bodies related to Vendor’s right to conduct its business in Texas during the term of any contract resulting from this bid.

U.S. Department of Homeland Security’s E-Verify System. Vendor 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 to determine the eligibility of:

a. All persons employed to perform duties within Texas, during the term of this Contract; and

b. All persons including subcontractors, assigned by Vendor to perform work pursuant to this Contract, within the United States of America.

If this certification is falsely made, this Contract may be immediately terminated, at the discretion of OOG and at no fault to OOG, with no prior notification.

Immigration Reform. The Immigration Reform and Control Act of 1986, as amended, the Immigration Act of 1990, and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996, require that all employees provide proof of identity and employment eligibility before they can work in the U.S. Vendor shall not place any employee of Vendor at a worksite, nor shall Vendor permit any employees, nor any employee of its subcontractors to perform any work on behalf of, or for the benefit of, OOG without first ensuring said employee’s authorization to lawfully work in the U.S.

Compliance with Licensing, Permitting and Regulatory Bodies. Vendor certifies that it has or will obtain all licenses, certifications, permits and authorizations necessary to perform its obligations under this Contract, without costs to OOG. Vendor shall comply with any applicable federal, state, county, local and municipal laws, ordinances, resolutions, codes, decisions, orders, rules, and regulations, in connection with its obligations under this Contract.

Hurricane Relief. OOG is prohibited from awarding a contract to any 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, as defined by Section 418.004, Government Code, occurring after September 24, 2005. Under Sections

2155.006 and 2261.053, Government Code, Vendor certifies that it is not ineligible from entering into this Contract.

Human Trafficking. Under Section 2155.0061, Government Code, Vendor 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.

Deceptive Trade Practices; Unfair Business Practices: Vendor represents and warrants that it has not been the subject of allegations of Deceptive Trade Practices violations under Chapter 17, Business & Commerce Code, or allegations of any unfair business practice in any administrative hearing or court suit and that Vendor has not been found to be liable for such practices in such proceedings. Vendor 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. Vendor shall notify OOG in writing within five (5) calendar days if Vendor or any of its officers are subject to allegations of Deceptive Trade Practices or are the subject of alleged violations of any unfair business practices in an administrative hearing or court suit, and that Vendor or officers have been found to be liable for such practices in such proceedings.

Antitrust and Assignment of Claims. Neither Vendor nor the firm, corporation, partnership, or institution represented by Vendor, or anyone acting for such firm, corporation or institution has violated the antitrust laws of this State under Chapter 15, Business & Commence Code, or the Federal Antitrust Laws nor communicated directly or indirectly the bid made to any competitor or any other person engaged in such line of business. Vendor hereby assigns to the State of Texas all of Vendor's right's, title, and interest in and to all claims and causes of action Vendor may have under the antitrust laws of Texas of the United States for overcharges associated with this Contract.

Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion. Vendor understands that OOG will adhere to the President's Executive Order (EO) 13224, Executive Order on Terrorist Financing

- Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, and Vendor certifies that it and its principals are eligible to participate in this Contract and have not been subjected to suspension, debarment, or similar ineligibility determined by any federal, state or local governmental entity; that it is in compliance with Texas statutes and rules relating to procurement; and that it is not listed on the federal government's terrorism watch list.

Electronic and Information Resources Accessibility Standards. Products must comply with the State accessibility requirements for electronic and information resources specified in 1 TAC Chapter 213 when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. If applicable, Vendor shall provide the Texas Department of Information Resources with the universal resource locator to its Voluntary Product Accessibility Template (VPAT) for reviewing compliance with the State of Texas Accessibility requirements or indicate that the product/service accessibility information is available from the GSA “Buy Accessible Wizard” (http://www.buyaccessible.gov).

Cybersecurity Training. To the extent Vendor has access to any state computer system or database, OOG will require Vendor to complete a cybersecurity training program certified under Section 2054.519, Government Code, as selected by OOG. The cybersecurity training program must be completed by Vendor during the primary term of this Contract and again during any renewal period, if any. Vendor shall verify completion of the program to OOG in writing upon completion of the program.

Critical Infrastructure. If this Contract involves Vendor accessing or controlling critical infrastructure as defined in Sections 2274.0101 and 2274.0102, Government Code, Vendor certifies that, pursuant to Government Code Section 2274.0102, neither it nor its parent company, nor any affiliate of Vendor or its parent company, is: (1) majority owned or controlled by citizens or governmental entities of China, Iran, North Korea, Russia, or any other country designated by the Governor under Government Code Section 2274.0103, or (2) headquartered in any of those countries.

WARRANTIES.

Performance Warranty. 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. Vendor shall guarantee all work included in this Contract against any defects in workmanship and shall satisfactorily correct, at no cost to OOG, any such defect that may become apparent within a reasonable time period after completion of work. The warranty period shall commence upon the date of acceptance by

OOG.

Pricing Warranty. Notwithstanding any other provision of any contract resulting from this bid, Vendor warrants that, for a period of one-year, the prices, services, terms, and conditions for the goods or services provided by Vendor will at all times remain comparable to or more favorable than the prices, services, terms, and conditions offered by Vendor to any of its customers during the applicable period.

Material Warranty. All material furnished under this Contract is guaranteed by Vendor 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 product in current production, as offered to commercial trade, and shall be of quality material. Used, shopworn, demonstrator, prototype, reconditioned, or discontinued products or material are not acceptable. The warranty period for Vendor-provided materials shall be for a reasonable time period after completion of the installation or within the manufacturer’s warranty, whichever is longer. The warranty period shall commence upon date of acceptance by OOG.

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

Payment of Subcontractors. Vendor shall be solely responsible for any payments or other claims to subcontractors for goods or services provided under this Contract. As provided by Section 2251.022, Government Code, Vendor shall pay a subcontractor its appropriate share of a payment received by OOG not later than the tenth (10th) day after the date Vendor received payment.

STATE FUNDING. Vendor agrees that nothing in this Contract will be interpreted to create an obligation or liability of OOG in excess of the funds delineated in this Contract. Vendor agrees that funding for this Contract is subject to the actual receipt by OOG of funds appropriated to OOG. Vendor agrees that the funds, if any, received from OOG are limited by the term of each state biennium and by specific appropriation authority to and the spending authority of OOG for the purpose of this Contract. Vendor agrees that notwithstanding any other provision of this Contract, if OOG is not appropriated the funds or if OOG does not receive the appropriated funds, or if the funds appropriated to OOG are required to be reallocated to fund other state programs or purposes, then OOG may terminate this Contract without cost or penalty.

TERMINATION FOR CONVENIENCE OF OOG. OOG may, at its sole discretion, terminate this Contract, without recourse, liability or penalty against OOG by providing written notice to Vendor and stating the effective date of such termination.

TERMINATION FOR CAUSE. In the event Vendor fails to perform or comply with an obligation of the terms, conditions and provisions of this Contract or if Vendor is in default of this Contract and after OOG has given Vendor an opportunity to cure and Vendor has failed to cure, OOG may, upon written notice to Vendor, terminate this Contract for Cause by providing written notice to Vendor and stating the effective date of such termination.

NO LIABILITY UPON TERMINATION. If this Contract is terminated for any reason, OOG and the State of Texas shall not be liable to Vendor for any damages, claims, losses, or any other amounts arising from or related to any such termination absent an award, if applicable, under Chapter 2260, Government Code.

INFORMAL MEETINGS AND DISPUTE RESOLUTION. The parties’ representatives will meet as needed to implement the terms of this Contract and will make a good faith attempt to informally resolve any disputes. If Chapter 2260, Government Code is applicable, it shall be used as the sole and exclusive process to resolve any claim for breach of this Contract made by Vendor. Neither the execution of this Contract nor any other conduct of or statements by OOG relating to this Contract shall be considered a waiver of sovereign immunity.

Vendor shall not be excused from performance during any pending dispute, unless approved in writing by OOG.

SURVIVAL OF PROMISES. Expiration or termination of this Contract for any reason, does not release Vendor from any liability or obligation pertaining to return of funds, confidentiality, limitation of liability, indemnification, audit rights, records retention, dispute resolution, sovereign immunity, governing law and venue.

APPLICABLE LAW AND VENUE. This Contract is made and entered into in the State of Texas. This Contract and all disputes arising out of or relating thereto shall be governed by the laws of the State of Texas, without regard to any otherwise applicable conflict of law rules or requirements. Venue for any Vendor-initiated action, suit or litigation arising out of or in any way relating to this Contract shall be exclusively in the Travis County District Court or the United States District Court, Western District of Texas - Austin Division. Venue for any OOG-initiated action, suit or litigation arising out of or in any way relating to this Contract may be in a Texas state district court or a United States District Court in Texas selected by OOG in its sole discretion. Vendor hereby irrevocably and unconditionally consents to the jurisdiction of the courts referenced above for the purpose of prosecuting and/or defending any such litigation. Vendor hereby waives and agrees not to assert as a defense, or otherwise, in any suit, action or proceeding, any claim that Vendor is not subject to the jurisdiction of the above-named courts; the suit, action or proceeding is brought in an inconvenient forum; and/or the venue is otherwise improper.

NO WAIVER OF IMMUNITY. OOG is immune from suit and from liability. No part of this Contract, nor the conduct or statement of any person, will be construed as a waiver of sovereign immunity or official immunity, or of any of the privileges, rights, defenses, remedies, or immunities available to OOG, or the State of Texas, or their officers, employees, or agents as provided by law.

TEXAS PUBLIC INFORMATION ACT. Vendor agrees the State, OOG, and this Contract are subject to the Texas Public Information Act, Chapter 552, Government Code (the “PIA”). Vendor agrees all information created or exchanged in connection with this Contract is subject to the PIA. Vendor agrees that information not otherwise excepted from disclosure under the PIA, will be available in a format that is accessible by the public at no additional charge to OOG or State. Vendor will cooperate with OOG in the production of documents or information responsive to a request for information. Information provided by Vendor in connection with this Contract that Vendor considers proprietary, financial, or trade secret information (collectively “Confidential Information”) shall be designated as such when it is provided to OOG. Vendor will notify OOG within twenty-four hours of receipt of any third party requests for information that was provided to Vendor by OOG or the State. If applicable, Vendor represents and warrants that it will comply with the requirements of Section 552.372(a), Government Code. Except as provided by Section 552.374(c), Government Code, the requirements of Subchapter J, Chapter 552, Government Code, may apply to this Contract and Vendor agrees that this Contract can be terminated if Vendor knowingly or intentionally fails to comply with a requirement of that subchapter.

If applicable, Vendor represents and warrants that it will comply with the requirements of Section 552.372(a), Government Code. Except as provided by Section 552.374(c), Government Code, the requirements of Subchapter J, Chapter 552, Government Code, may apply to this Contract and the Vendor agrees that this Contract can be terminated if the Vendor knowingly or intentionally fails to comply with a requirement of that subchapter.

CONFIDENTIALITY AND SECURITY. Vendor must maintain and protect any information it receives, compiles, or creates as a result of this Contract in accordance with any applicable federal, state, or local laws and regulations.

Unless required by law to disclose, Vendor agrees to maintain the confidentiality of information received from OOG or the State during the performance of this Contract, including, but not limited to, sensitive personal information, personally identifying information, personal financial information, financial account numbers, account access information, computer passwords, social security numbers or information that is confidential by law or otherwise subject to a lawful exception from disclosure. Vendor or its employees, agents, and subcontractors may be required to execute additional information security or non-disclosure agreements as deemed necessary by OOG. In the event of an unauthorized acquisition, use, or disclosure of OOG information by Vendor, its employees, representatives, subcontractors or other agents in the performance of Vendor’s duties, Vendor shall: (i) immediately notify OOG in writing; (ii) assume and comply with any applicable remedial requirements required by OOG or applicable law; (iii) bear all costs of such compliance and remediation; and (iv) provide OOG with information regarding the breach and the progress of any remedial efforts if requested. To the extent applicable, if Vendor is authorized to access, transmit, use, or store data for OOG, Vendor must meet the security controls OOG determines are proportionate with OOG’s risk under this Contract based on the sensitivity of OOG data. If Vendor is providing cloud computing services to OOG, Vendor must demonstrate compliance with Department of Information Resources state risk and authorization management program under Section 2054.0593, Government Code. Upon request, Vendor must provide to OOG evidence that Vendor meets the security controls and risk and authorization management required under this Contract.

RECORDS RETENTION; ACCOUNTING RECORDS; ACCESS; AUDITS.

Vendor shall maintain adequate records to support its charges, procedures and performances for all work related to this Contract and retain those Records for a period of seven (7) years after the later of the date of the final payment or the resolution of any audit, dispute, litigation, or the settlement of claims arising out of this Contract. Vendor shall, at vendor’s expense, promptly provide access to, inspection of, and reproduction of all paper and electronic records, reports, data, files, software, books, documents, accounting procedures, practices or any other items relevant to the performance of this Contract to OOG, auditors of the State of Texas, or such other persons or entities designated by OOG. Vendor will direct any of its subcontractors to likewise permit access to, inspection of, and reproduction of any Records of Vendor’s subcontractor(s) which pertain to this Contract. Pursuant to Section 2262.154, Government Code, the State Auditor’s Office may conduct an audit or investigation of Vendor or any other entity or person receiving funds from OOG directly under this Contract or indirectly through a subcontract under this Contract. The acceptance of funds by Vendor or any other entity or person directly under this Contract or indirectly through a subcontract under this Contract is acceptance of the authority of the State Auditor’s Office, under the direction of the Legislative Audit Committee, to conduct an audit or investigation in connection with those funds. Vendor or other entity that is the subject of an audit or investigation by the State Auditor’s Office must provide the State Auditor’s Office with access to any information the State Auditor’s Office considers relevant to the investigation or audit. Vendor further agrees to cooperate fully with the State Auditor’s Office. Vendor shall ensure that this requirement concerning the authority to audit funds received indirectly by subcontractors from Vendor and the requirement to cooperate is with an audit is included in any subcontract Vendor awards.

NEWS RELEASES, ADVERTISEMENTS, AND PUBLICITY. Vendor may not make any news releases, public announcements, or public disclosures, nor will it have any conversations with representatives of the news media, pertaining to this Contract, without the prior written approval of OOG, and then only in accordance with explicit written instructions from OOG. Vendor must not use the name of the State of Texas or OOG in any advertisement, promotion, or otherwise for any purpose regarding this Contract without OOG's prior written approval.

TRAVEL. Unless otherwise expressly agreed in writing by OOG, any travel or per diem required by Vendor to perform its obligations under this Contract is at Vendor’s expense.

FORCE MAJEURE. Except as otherwise provided herein, neither Vendor nor OOG shall be liable to the other for any delay in, or failure of performance of, any covenant contained herein caused by force majeure. “Force majeure” is defined as “an act of God or any other cause of like kind not reasonably within a party’s control and which, by the exercise of due diligence of such party, could not have been prevented or is unable to be overcome.” The party claiming force majeure must inform the other party in writing within three days of the such force majeure, and exercise due diligence to overcome such force majeure. If non-performance continues for more than 30 calendar days, OOG may terminate this Contract with no further notice to Vendor.

VENDOR IS INDEPENDENT CONTRACTOR. Vendor shall render the goods, services, and requirements under this Contract as an independent contractor.

Employees and contractors of Vendor are not employees of OOG or the State of Texas by virtue of this Contract or otherwise within the meaning of any federal, state, or local law, ordinance, or regulation. Vendor agrees it is entirely responsible for the payment of Vendor’s and Vendor's employees’ taxes, unemployment and workers’ compensation insurance, and Vendor agrees to comply with all state and federal laws applicable to any such persons.

INSURANCE AND OTHER SECURITY. Vendor represents and warrants that during the term of this Contract, Vendor will maintain: (1) Standard Workers Compensation Insurance in accordance with statutory limits covering all personnel who will provide services under this Contract; and (2) Commercial General Liability Insurance, personal injury and advertising injury with, at a minimum, the following limits: $500,000 minimum each occurrence; $1,000,000 per general aggregate. Vendor shall provide proof of insurance to OOG within seven (7) days of its written request. To the extent that Vendor does not have or maintain insurance or does not have or maintain insurance as required, Vendor acknowledges and agrees that Vendor will be solely responsible for any losses or damages related to or caused by Vendor’s performance of its duties and obligations under this Contract. OOG will have no obligation to reimburse or otherwise pay Vendor for any costs incurred related to any such losses or damages.

LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY. Vendor shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by Vendor and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to this Contract, if any. Vendor shall notify OOG in writing of any such damage within one (1) calendar day.

ASSIGNMENT. No right or obligation under this Contract may be assigned without the prior written approval of OOG; assignments made in violation of this provision shall be null and void.

INDEMNIFICATION AND HOLD HARMLESS. VENDOR AGREES TO

INDEMNIFY AND HOLD HARMLESS OOG, THE STATE OF TEXAS AND ITS

EMPLOYEES, AGENTS, OFFICERS, REPRESENTATIVES, CONTRACTORS,

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

DAMAGES, DEMANDS OR SUITS, WHATSOEVER, FOR ANY INJURIES,

DAMAGES SUSTAINED BY ANY PERSON OR PROPERTY, COSTS, OR

CLAIMS, INCLUDING ANY THIRD PARTY CLAIMS OR CLAIMS INVOLVING

INTELLECTUAL OR INTANGIBLE PROPERTY RIGHTS, IN CONNECTION

WITH VENDOR'S SERVICES OR PRODUCTS UNDER THIS CONTRACT.

VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF LITIGATION DEFENSE

INCLUDING ATTORNEYS’ FEES AND EXPENSES. THE DEFENSE SHALL

BE COORDINATED BY VENDOR WITH OOG AND THE OFFICE OF THE

ATTORNEY GENERAL; VENDOR MAY NOT AGREE TO ANY SETTLEMENT

WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OOG AND THE

OFFICE OF THE ATTORNEY GENERAL. VENDOR SHALL FURNISH TIMELY

WRITTEN NOTICE TO OOG OF ANY CLAIM.

FALSE STATEMENTS; BREACH OF REPRESENTATIONS. By signing this bid, Vendor makes all the representations, warranties, guarantees, certifications and affirmations included in this bid. If Vendor signs this bid with a false statement or it is subsequently determined that Vendor has violated any of the representations, warranties, guarantees, certifications or affirmations included in this bid, Vendor shall be in default under this Contract. OOG may terminate this Contract for cause and pursue other remedies available to OOG under this Contract and applicable law.

LIMITATIONS. Vendor is aware that there are constitutional and statutory limitations on the authority of OOG, as a government agency of the State of Texas, to enter into certain terms and conditions that may be included as a part of this Contract, including, but not limited to any terms: (i) purporting to grant a security interest in or placing a lien on state government property; (ii) requiring OOG to indemnify Vendor or any third party; (iii) releasing, waiving, or limiting Vendor or any entity or person from its legal liability for unlawful or negligent conduct or failure to comply with any duty recognized or imposed by applicable law; (iv) requiring OOG to disclaim or waive limitations of liability for damages, or provide any other waivers, disclaimers and limitations of legal rights, remedies, requirements and processes; (v) requiring OOG to agree to limitations periods to bring legal action; (vi) granting control of any litigation or settlement of claims belonging to OOR or the State of Texas to another party; (vii) requiring payment of attorneys’ fees by OOG or the State of Texas; (viii) permitting unilateral modification of the Agreement by Vendor; (ix) renewing or extending the initial Contract term or automatically continuing or renewing the original Contract term; (x) requiring OOG to maintain insurance either for OOG or Vendor’s benefit or otherwise providing liability for the payment of any damages in types or amounts other than as authorized by Chapter 101, Civil Practices and Remedies Code; (xi) requiring OOG to submit to arbitration or any dispute resolution process other than as authorized by Chapter 2260, Government Code; (xii) requiring OOG to pay invoices or incur late payment penalties or interest in a manner other than as authorized by Chapter 2251, Government Code; and (xiii) requiring OOG to maintain the confidentiality of information in a manner other than as authorized by Chapter 552, Government Code (collectively, the “Limitations”). Any agreement terms and conditions related to the Limitations will not be binding on OOG except to the extent authorized by the laws and Constitution of the State of Texas.

ENTIRE AGREEMENT. This Contract and any identified attachments constitute the entire agreement of the parties. Any change must be agreed to, be in writing, and signed by OOG.