ESBD_465686_1761659611816_12 Exhibit K - Draft Signature Document.pdf

TxDMV Contract. No. 608-[XX-XXXXX] Motor Vehicle Crime Prevention Authority

SIGNATURE DOCUMENT FOR

TEXAS DEPARTMENT OF MOTOR VEHICLES CONTRACT

FOR TXDMV DIGITAL BILLBOARD ADVERTISING CAMPAIGN SERVICES

1. Parties

The Texas Department of Motor Vehicles (“TxDMV”), an administrative agency within the executive branch of the state of Texas, for and on behalf of the Motor Vehicle Crime Prevention Authority, and [Contractor’s Complete Legal Name, including any “DBA”] (“Contractor”), having its principal office at [Contractor’s Complete Physical Address, not PO Box], each a “Party” and collectively the “Parties,” enter into the following agreement (the “Contract”) for Digital Billboard Advertising Services.

2. Legal Authority

This Contract is entered into pursuant to TxDMV Invitation for Bids No. 608-25-95104 issued [MM, DD, YYYY] (the “Solicitation”), and is authorized by and in accordance with Chapters 2155 of the Texas Government Code and Chapter 1001 of Texas Transportation Code.

3. Statement of Work

The description of goods, products, or services to which the Contractor acknowledges and agrees to be bound is incorporated into and made part of this Contract for all purposes, as set forth in Attachment [X], TxDMV’s Invitation for Bids No. 608-26-91504.

4. Duration

The Contract is effective on [the signature date of the latter of the Parties to sign this Contact OR MMMM DD, YYYY] and will expire on August 31, 2026, unless extended, renewed, or terminated sooner in accordance with the terms and conditions of the Contract. TxDMV, at its sole discretion, and subject to terms and conditions mutually agreeable to the Parties, may extend or renew the Contract for any period(s) of time, provided the Contract term, including all extensions or renewals, does not exceed five years.

Notwithstanding the limitation in the preceding paragraph and with at least 30 calendar days’ advance written notice to Contractor, at the end of the initial term or any renewal period, TxDMV, at its sole discretion, may extend the Contract as necessary to ensure continuity of service, to process a new solicitation, to secure a new contract, for transitioning to a new vendor, or as otherwise determined by TxDMV to serve the best interests of the state of Texas for up to 12 months, at the then-current contract budget or rate(s), as applicable, as modified during the term of the Contract.

At the sole discretion of TxDMV, any “Work Order” (See Exhibit K, Work Order Template to the Solicitation) issued hereunder may survive the expiration or termination of the Contract.

5. Budget and Payment

The total amount of the Contract for the initial term will not exceed $[XXX,XXX.XX]. By executing the Contract, Contractor agrees to the contracted budget and rate(s), as applicable, for

Commented [AO1]: Expire August 31, 2026.

Commented [AO2]: Not to exceed $100k

Commented [MM3R2]: To be added after any negotiations between the parties.

TxDMV Contract No. 608-[XX-XXXXX] Page 2 of 5 the entire Contract term, including the initial term and all extension and renewal options exercised, as set forth in Attachment [X], Contractor’s Solicitation Response. However, at TxDMV’s sole discretion, or by mutual agreement of the Parties, as authorized under the Contract, the Parties may amend the total not-to-exceed amount, budget, or rate(s) of the Contract. All expenditures under the Contract must comply with the description of the “Deliverables”, as defined in the Solicitation, and as requested through an executed Work Order.

At the sole discretion of TxDMV, any “Work Order” (as defined in Attachment [XX]) issued hereunder may survive the expiration or termination of the Contract.

6. Contract Representatives

The following will act as the designated Contract Representatives authorized to administer activities, including but not limited to, non-legal notices, consents, approvals, requests, or other general communications, that are provided for or permitted under the Contract. Communications between the Contract Representatives may be given by written or electronic transmission to the address or email identified below. The designated Contract Representatives on behalf of their respective Party are as follows:

TxDMV Contractor [Representative’s Full Name, CTCM] Texas Department of Motor Vehicles [Division Name] [4000 Jackson Avenue] [Austin, Texas 78731] [(512) Phone Number] [Email Address]

[Representative’s Full Name] [Contractor’s Name] [Address] [City, State and Zip Code] [(Area Code) Phone Number] [Email Address]

With copy to:

[Purchaser’s Full Name], CTCD, CTCM Texas Department of Motor Vehicles Purchasing Section 4000 Jackson Avenue Austin, Texas 78731 [Email Address]

Either Party may, from time to time, designate a new Contract Representative without the requirement for the execution of a written amendment to the Contract, by giving written notice to the other Party’s Contract Representative within five business days after the change.

7. Additional Conditions

7.1. Assumptions and Exceptions to Solicitation. All Contractor assumptions and exceptions to the Solicitation, including all attachments thereto, submitted as part of its Response, if any, are rejected unless explicitly stated within this Signature Document.

7.2. Contract Execution. Each Party represents and warrants that the person executing the Contract on its behalf has full power and authority to enter into the Contract. Additionally, each Party agrees that the Contract, as well as any amendments thereto, may be executed by written or electronic signature and may be delivered in multiple counterparts by facsimile or

TxDMV Contract No. 608-[XX-XXXXX] Page 3 of 5 other electronic transfer of an originally signed document, each of which will be as binding on the Party or Parties as an original document. The Parties agree that this transaction and Contract may be conducted under the “Texas Uniform Electronic Transactions Act” (“UETA”), Chapter 322 of the Texas Business and Commerce Code, and in particular, the Parties each consent to an electronic signature (as defined in the UETA) as an enforceable signature for the Contract and any amendment thereto. The Parties further agree any objections that electronic signatures and electronically transmitted documents do not constitute the “best evidence” of the documents, or that they do not comply with the “statute of frauds,” as well as any other similar objections to the validity or admissibility of the documents, are hereby expressly waived by the Parties.

7.3. Entire Agreement. The Contract constitutes the entire agreement of the Parties and is intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter in the Contract; contains all terms and conditions between the Parties relating to the subject matter set forth in the Contract; and no prior or contemporaneous agreement or understanding pertaining to the same, including, without limitation, any electronic mail correspondence between the Parties involved or other correspondence, shall be deemed or considered included in the Contract.

7.4. General Insurance Requirements. Notwithstanding anything to the contrary in the Contract, Contractor must carry insurance in the types and amounts indicated in Exhibit F, General Insurance Requirements, to the Solicitation for the term of the Contract. The insurance must be evidenced by delivery to TxDMV of certificates of insurance executed by the insurer or its authorized agent stating coverages, limits, expiration dates, and compliance with all applicable required provisions. Upon request, TxDMV will be entitled to receive, without expense, copies of the insurance policies and all endorsements.

7.5. Representation by Counsel. Each Party represents that it has been represented by legal counsel in connection with the negotiation and execution of the Contract. The rule of construction that ambiguities are resolved against the drafting party will not apply to the Contract.

7.6. Security and Confidentiality Requirements. Contractor will require its employees and Subcontractors that provide services under the Contract to sign Attachment [XX], Information Resources Security Compliance & Confidentiality Agreement to the Contract, which must be submitted to TxDMV within five business days of the Contract’s Effective Date. Additionally, Contractor agrees to require its employees and Subcontractors who have not previously submitted an Information Resources Security Compliance & Confidentiality Agreement to complete and submit the form to TxDMV prior to performing any work under the Contract. All executed Information Resources Security Compliance & Confidentiality Agreements are deemed incorporated herein by reference and become part of the Contract.

8. Contract Documents

The following documents are incorporated by reference and made a part of the Contract for all purposes. In the event of a conflict, ambiguity, or inconsistency between or among the terms and conditions set forth in the documents that comprise the Contract, this [XX]-page Signature

TxDMV Contract No. 608-[XX-XXXXX] Page 4 of 5

Document will take precedence, followed by its attachments in the following list in the order stated:

Attachment [X], TxDMV’s Invitation for Bids No. 608-25-95104, including all exhibits and addenda thereto

Attachment [X], TxDMV Information Resources Security Compliance & Confidentiality Agreement

Attachment [X], Contractor’s Solicitation Response

For the avoidance of doubt, all TxDMV documents take precedence over the Contractor’s documents.

9. Signatures

By signing below, the Parties confirm they have read the Contract and bind themselves to faithful performance of the duties and obligations therein. Except as expressly provided in the Contract, any services and work performed by the Contractor before the Contract is effective or after it ceases to be effective are undertaken at the sole risk of Contractor.

Signature Page Follows

TxDMV Contract No. 608-[XX-XXXXX] Page 5 of 5

SIGNATURE PAGE FOR

TEXAS DEPARTMENT OF MOTOR VEHICLES CONTRACT

Texas Department of Motor Vehicles

[Contractor’s Complete Legal Name without DBA]

By: _____________________________ Daniel Avitia Executive Director

Date: _________________

By: _____________________________ [Full Name] [Title]

Motor Vehicle Prevention Crime Authority

By: _____________________________ William Diggs Director

Attachments Follow