ESBD_469310_1763586164268_13 Exh. L - Draft TxDMV Signature Document.docx

TxDMV Contract. No. 608-[XX-XXXXX] Executive Office

SIGNATURE DOCUMENT FOR

TEXAS DEPARTMENT OF MOTOR VEHICLES CONTRACT

FOR LIVESTREAMING, VIDEO RECORDING, AND ARCHIVING SERVICES

1. Parties

The Texas Department of Motor Vehicles (“TxDMV”), an administrative agency within the executive branch of the state of Texas, 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 Livestreaming, Video Recording, and Archiving Services.

2. Legal Authority

This Contract is entered into pursuant to TxDMV Request for Proposals No. 608-25-91509 issued [MMMM DD, YYYY] (the “Solicitation”), and is authorized by and in accordance with Chapters 551 and 2155 of the Texas Government Code and Chapter 1001 of Texas Transportation Code.

3. Statement of Services to be Provided

The statement of services to which the Contractor acknowledges and agrees to be bound are incorporated into and made part of this Contract, as specified in Attachment A, TxDMV’s Request for Proposals No. 608-25-91509, Attachment D, Contractor’s Solicitation Response.

4. Duration

The Contract is effective on the signature date of the latter of the Parties to sign this Contact and expires on August 31, 2027, 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 this Contract as necessary to ensure continuity of service, to process a new solicitation, to secure a new contract, for transiting 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 rate or rates (if applicable) as modified during the term of the Contract.

At the sole discretion of TxDMV, any executed “Work Order” issued hereunder may survive the expiration or termination of the Contract.

5. Payment for Services Provided

5.1. Contract Amount. 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 fee(s), as applicable, for the entire Contract term, including the initial term and all extension and renewal options exercised. 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 the statement of services to be provided as set forth in Section 3 of this Signature Document and as requested through an executed Work Order.

5.2. Contract Pricing. Contractor will be paid solely for services rendered, unless otherwise specified in the Contract, and in accordance with the fee schedule set forth Attachment C, Pricing Sheet to 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:

Carrie Fortner Texas Department of Motor Vehicles Executive Office 4000 Jackson Avenue Austin, Texas 78731

(512) 465-3044 Carrie.Fortner@txdmv.gov

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

With copy to:

Matthew Windham, CTCD, CTCM Texas Department of Motor Vehicles Purchasing Section 4000 Jackson Avenue Austin, Texas 78731 matthew.windham@txdmv.gov

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 notice to the other Party’s Contract Representative within five business days after the change.

7. Additional Conditions

7.1. 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 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.

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

7.3. General Insurance Requirements. Notwithstanding anything to the contrary in the Contract, Contractor must carry insurance in the types and amounts indicated in Exhibit E, 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.

7.4. 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 shall not apply to the Contract.

7.5. Security and Confidentiality Requirements. Contractor shall require its employees and Subcontractors that provide services under the Contract to sign Attachment B, Information Resources Security Compliance & Confidentiality Agreement to the Solicitation, 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 Attachment B to complete and submit the form to TxDMV prior to performing any work under the Contract. All executed Attachment B’s 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 Document will take precedence, followed by its attachments in the following list in the order stated:

· Attachment C, Pricing Sheet; and

· Attachment D, 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

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]

Date: _________________

Attachments Follow