ESBD_487724_1770386165533_TDEM Terms and Conditions of Purchase 01-26-26a.pdf

OGC Approved 1/23/2026

ITEMS BELOW APPLY TO AND BECOME A PART OF TERMS AND CONDITIONS OF THE PURCHASE

NO EXCEPTIONS.

The following are the terms and conditions for the Texas Division of Emergency Management, hereafter also referred to as the Agency.

1. VENDOR REQUIREMENTS

1.1 Vendors must comply with all rules, regulations and statutes relating to purchasing in the State of Texas in addition to the requirements of this form.

1.2 Pricing must be quoted on a “per unit” basis, extended as indicated. Any trade discounts included must be itemized and deducted from extended prices. Unit Prices shall govern in the event of extension errors. Vendor guarantees product or service offered will meet or exceed specifications included.

1.3 Purchases should be “F.O.B. destination, freight prepaid and allowed”. However, if vendor quoted freight otherwise, then face of order should show exact delivery cost and who bears cost if not included in unit price.

1.4 Prices are firm within 90 days of the offer. Cash discounts were not considered in determining the best value. All cash discounts will be taken if earned.

1.5 Purchases made for the Agency use are exempt from the State Sales tax and Federal Excise tax. Excise Tax Exemption

Certificate will be furnished by the Agency upon request.

1.6 The Agency reserves the right to accept or reject all or any part of any offer, waive minor technicalities and issue the purchase order to the vendor that best serves the interests of the State.

1.7 Consistent and continued tie offers could cause rejection of offers by the Agency and/or investigation for antitrust violations.

2. SPECIFICATIONS

2.1 Any catalogue, brand name or manufacturer’s reference used is descriptive only (not restrictive), and is used to indicate type and quality desired. Therefore, offers of brands of like nature and quality were considered unless otherwise specified. Vendor will be required to furnish brand names, numbers, etc., as specified on the purchase order unless noted otherwise at time of offer.

2.2 All items shall be new and unused, in first class condition, including containers suitable for shipment and storage, unless otherwise indicated.

2.3 All electrical items must meet all applicable OSHA standards and regulations, and bear the appropriate listing from UL, FMRC or NEMA.

2.4 The Agency will not be bound by any oral statement or representation contrary to the terms and conditions of this purchase.

2.5 Manufacturer’s standard warranty shall apply unless otherwise stated.

3. DELIVERY

3.1 Order delivery time, as shown on the face of the purchase order reflects the number of days required to place material in receiving agency’s designated location under normal conditions. Failure of vendor to state delivery time obligates supplier to complete delivery in 14 calendar days.

3.2 If delay is foreseen, supplier shall give written notice to the Agency. The Agency has the right to extend delivery date if reasons appear valid. Default in promised delivery (without accepted reasons) or failure to meet specifications authorizes the Agency to purchase supplies elsewhere and charge full increase, if any, in cost and handling to defaulting supplier.

3.3 No substitutions or cancellation permitted without written approval of the Agency Purchasing Department.

3.4 Delivery shall be made during normal working hours only unless prior approval for late delivery has been obtained from the Agency.

4. INSPECTION AND TESTS

All goods will be subject to inspection and test by the Agency to the extent practicable at all times and places.

Authorized Agency personnel shall have access to any supplier’s place of business for the purpose of inspecting merchandise. Tests shall be performed on samples submitted or on samples taken from regular shipment. In the event the products tested fail to meet or exceed all conditions and requirements of the specifications, the cost of the sample used and the cost of the testing shall be borne by the supplier. Goods which have been delivered and rejected in whole or in part may, at the Agency’s option, be returned to the supplier or held for disposition at supplier’s risk and expense.

Latent defects may result in revocation of acceptance. All returns should be processed via direct deposit or check returned to the Agency.

5. AWARD OF CONTRACT

A response to a Request for Proposal is an offer to contract with the Agency based upon the terms, conditions and specifications contained herein. Offers do not become contracts until they are accepted, and an authorized purchase order is issued. The substantive laws of the State of Texas (and not its conflicts of law principles), USA, govern all matters arising out of or relating to this Agreement and all of the transactions it contemplates. Pursuant to Section

85.18 (b), Texas Education Code, venue for a state court suit filed against The Texas A&M University System, any member of The Texas A&M University System, or any officer or employee of The Texas A&M University System is in the county in which the primary office of the chief executive officer of the system or member, as applicable, is located. At execution of this Agreement, such county is Travis County, Texas. Venue for any suit brought against The

Texas Division of Emergency Management in federal court must be in the Austin Division of the Western District of

Texas.

6. PAYMENT

6.1 Payment will be made upon submittal and approval of a valid invoice. The Agency shall make payment in accordance with Chapter 2251 of the Texas Government Code. It is the policy of the State of Texas to make payment on a properly prepared and submitted invoice within thirty (30) days of the latter of any final acceptance of performance or the receipt of a properly submitted invoice. A properly submitted invoice will be in accordance with Texas Administrative

Code, Title 34, Part 1, Chapter 20, Subchapter D. Payments.

6.2 All payments, to the maximum extent practical, shall be made by electronic direct deposit. Contractor is required to complete and submit to the A&M System a Vendor Direct Deposit Authorization form prior to the first payment request. The form can be accessed at:

https://purchasing.tamu.edu/_media/substitutew9.pdf

7. PATENTS OR COPYRIGHTS

The supplier agrees to protect the Agency from claims involving infringement of patents or copyrights.

8. SUPPLIER ASSIGNMENTS

Supplier hereby assigns to purchaser any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States 15 U.S.C.A. Section 1, et seq. (1973), and which arise under the antitrust laws of the State of Texas, TEX. Bus. & Comm. Code Ann. Sec. 15.01, et seq. (1967).

9. VENDOR AFFIRMATION

The vendor certifies that the information contained in the bid is accurate and complete. By accepting this order, the vendor affirms any false statement is a material breach of contract and shall void the submitted quote or any resulting contracts, and the vendor shall be removed from all bid lists. By signature hereon affixed, the vendor hereby certifies that:

9.1 The vendor 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 submitted bid.

9.2 The vendor is not currently delinquent in the payment of any franchise tax owed to the State of Texas.

9.3 Pursuant to Section 2155.004 Government Code, relating to collection of state and local sales and use taxes, the vendor certifies that the individual or business entity named in this order is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and/or payment withheld if this certification is inaccurate.

9.4 Neither the vendor nor the firm, corporation, partnership or institution represented by the vendor, or anyone acting for such firm, corporation, partnership or institution has violated the antitrust laws of this State, codified in Section 15.01, et seq., Texas Business and Commerce code, or the Federal Antitrust Laws, nor communicated directly or indirectly the contents of this bid made to any competitor or any other person engaged in such line of business.

https://purchasing.tamu.edu/_media/substitutew9.pdf

9.5 The vendor had not received compensation for participation in the preparation of the specifications for order.

9.6 The supplier shall defend, indemnify, and hold harmless the State of Texas, all of its officers, agents and employees from and against all claims, actions, suits, demands, proceedings costs, damages, and liabilities, from any acts or omissions of supplier or any agent, employee, subcontractor, or supplier of supplier in the execution or performance of this purchase order.

9.7 Vendor hereby agrees that any payments due under this contract will be applied towards any debt or delinquency, including but not limited to delinquent taxes and child support, that is owed to the State of Texas.

9.8 Vendor certifies that they are in compliance with section 669.003 of the Government Code, relating to contracting with an executive of a state agency, Vendor represents that no person who, in the past four years, served as an executive of the Texas Comptroller of Public Accounts, this agency or any other state agency, was involved with or has any interest in this bid or any contract resulting from this bid. If vendor employs or has used the services of a former executive head of this agency or other state agency, then Respondent shall provide the following information: relating to contracting with executive head of a State Agency.

Name of Former Executive:

Name of State Agency:

Date of Separation from State Agency:

Position with Vendor:

Date of Employment with Vendor:

9.9 Vendor agrees to comply with Government Code 2155.4441, pertaining to service contract use of products produced in the State of Texas.

9.10 Vendor understands that acceptance of funds under this contract acts as acceptance of the authority of the State

Auditor’s Office, or any successor agency, to conduct an audit or investigation in connection with those funds.

Contractor further agrees to cooperate fully with the State Auditor’s Office or its successor in the conduct of the audit or investigation, including providing all records requested. Contractor will ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through Contractor and the requirement to cooperate is included in any subcontract awards.

9.11 By executing this Agreement, vendor and each person signing on behalf of vendor certifies, and in the case of a sole proprietorship, partnership or corporation, each party thereto certifies as to its own organization, that to the best of their knowledge and belief, no member of The A&M System or The A&M System Board of Regents, nor any employee, or person, whose salary is payable in whole or in part by The A&M System, has direct or indirect financial interest in the award of this Agreement, or in the services to which this Agreement relates, or in any of the profits, real or potential, thereof.

9.12 To the extent that Texas Government Code, Chapter 2271 applies to this Agreement, Vendor/Contractor certifies that

(a) it does not currently boycott Israel; and (b) it will not boycott Israel during the term of this Agreement.

Vendor/Contractor acknowledges this Agreement may be terminated and payment withheld if this certification is inaccurate.

9.13 Pursuant to Subchapter F, Chapter 2252, Texas Government Code, vendor certifies it is not engaged in business with

Iran, Sudan, or a foreign terrorist organization. Vendor acknowledges this Agreement may be terminated if this certification is inaccurate.

9.14 Under Section 2155.0061, Government Code, the vendor certifies that the individual or business entity named in this 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.

9.15 Vendor will preserve all contracting information, as defined under Texas Government Code, Section 552.003 (7), related to the Agreement for the duration of the Agreement and for seven years after the conclusion of the Agreement.

9.16 Vendor is responsible for ensuring that employees participating in work for any A&M System member have not been designated by the A&M System as Not Eligible for Rehire as defined in System policy 32.02, Section 4.

Non- conformance to this requirement may be grounds for termination of this agreement.

10. NOTE TO VENDORS

Any terms and conditions attached to a quote will not be considered if they conflict in any manner with these terms and conditions. WARNING: The inclusion of such terms and conditions may result in disqualification of the quote, (e.g.

quotes with the laws of a State other than Texas, requirements for prepayment, limitations on remedies, etc.)

11. PUBLIC INFORMATION

A. Vendor acknowledges that A&M System is obligated to strictly comply with the Public Information Act, Chapter 552, Texas Government Code, in responding to any request for public information pertaining to this

Agreement, as well as any other disclosure of information required by applicable Texas law.

B. Upon A&M System’s written request, vendor will promptly provide specified contracting information exchanged or created under this Agreement for or on behalf of A&M System.

C. Vendor acknowledges that A&M System may be required to post a copy of the fully executed Agreement on its Internet website in compliance with Section 2261.253(a)(1), Texas Government Code.

D. The requirements of Subchapter J, Chapter 552, Texas Government Code, may apply to this agreement and the vendor agrees that the agreement can be terminated if the vendor knowingly or intentionally fails to comply with a requirement of that subchapter.

12. TEXAS FAMILY CODE SECTION 231.006

Ineligibility to Receive State Grants or Loans, or Receive Bids or Payments on State Contracts:

12.1 A child support obligor who is more than 30 days delinquent in paying child support and a business entity in which the obligor is a sole proprietor, partner, shareholder, or owner with an ownership interest of at least 25 percent is not eligible to:

(1) receive payments from state funds under a contract to provide property, materials, or services; or

(2) receive a state-funded grant or loan.

12.2 A child support obligor or business entity ineligible to receive payments under Subsection (a) remains ineligible until:

(1) all arrearages have been paid; or

(2) the obligor is in compliance with a written repayment agreement or court order as to any existing delinquency.

12.3 Pursuant to Section 231.006 (c), Family Code, quote should include name and Social Security number of each person with at least 25% ownership of the business entity submitting the quote. Vendors that have pre-registered this information on the TPASS Centralized Master Bidders List have satisfied this requirement. If not pre-registered, attach name & Social Security number for each person. Otherwise this information must be provided prior to contract award.

12.4 Pursuant to Section 231.006, Family Code, re: child support, the vendor certifies that the individual or business entity named in this bid is not ineligible to receive the specified payment and acknowledge that this contract may be terminated and payment may be withheld if this certification is inaccurate.

12.5 If a State Agency determines that an individual or business entity holding a state contract is ineligible to receive payment under Section (a) the contract may be terminated.

12.6 If the certificate required under Subsection (d) is shown to be false, the vendor is liable to the State for attorney’s fees, the costs necessary to complete the contract, including the cost of advertising and awarding a second contract, and any other damages provided by law or contract.

Added by Acts 1995, 74th Leg., ch. 20, Sec. 1, eff. April 20, 1995.

Amended by Acts 1995, 74th Leg., ch. 751, Sec. 82, eff. Sept. 1, 1995.

13. ALTERNATIVE DISPUTE RESOLUTION

To the extent that Chapter 2260, Texas Government Code, is applicable to this Agreement, the dispute resolution process provided in Chapter 2260, and the related rules adopted by the Texas Attorney General pursuant to Chapter

2260, shall be used by Agency and Vendor to attempt to resolve any claim for breach of contract made by Vendor that cannot be resolved in the ordinary course of business. Vendor shall submit written notice of a claim of breach of contract under this Chapter to the Business Services Division Chief who shall examine Vendors’s claim and any counterclaim and negotiate with Vendor in an effort to resolve the claim. This provision and nothing in this Agreement waives Agency’s sovereign immunity to suit or liability and Agency has not waived its right to seek redress in the courts.

14. NON-DISCRIMINATION

The Seller and its agents and employees are prohibited from engaging in or allowing any impermissible discrimination on the basis of race, religion, color, national origin, age, sex, disability, genetic information or veteran status in relation to (1) the Seller’s employment practices; (2) the performance of the Seller’s obligations under the Agreement. In performing its obligations under the Agreement, Seller shall be subject to and shall comply with all currently effective or subsequently promulgated polices regarding non-discrimination issued by either the Agency or The Texas A&M

University System.

15. DISCLOSURES: CONFLICTS OF INTEREST

In submitting a Proposal, Vendor certifies, to the best of their knowledge and belief, that no member of the A&M

SYSTEM Board of Regents, nor any employee of Agency or A&M SYSTEM, has a direct or indirect financial interest in Vendor or in the transaction that is the subject of the Agreement. The Respondent also represents and warrants that its provision of the Services under the Contract would not create the appearance of impropriety. In its Proposal, the

Respondent must disclose any existing or potential conflict of interest that the Respondent might have in providing

Services to the Texas Division of Emergency Management under the Contract.

As part of this disclosure requirement, each Respondent must include in its Proposal all past and present contractual, business, financial or personal relationships between the Respondent and the Texas Division of Emergency Management and between the Respondent’s proposed subcontractors, if any, and the Texas Division of Emergency Management. For purposes of this disclosure requirement, “past” is defined as within the two calendar years prior to the deadline for submission of the Request for Proposals. For each item, the Respondent must provide a detailed explanation of why the

Respondent does or does not believe such item poses a conflict of interest, potential conflict of interest, or appearance of impropriety issue relative to the Respondent’s submission of a Proposal, possible selection as the Contractor(s) or its performance of the Contract.

For purposes of any bid, “personal relationship” is defined as a current or past connection other than a clearly contractual, business, financial or similar relationship and includes family relationships or other connections outside simply providing a Proposal in response to a bid. For this purpose, “family relationship” means a relationship within the third degree of consanguinity or second degree of affinity; see Chapter 573, Texas Government Code, which defines these degrees of consanguinity and affinity. Connections other than such family relationships fall within this definition and must be disclosed if a reasonable person could expect the connection to diminish the Respondent’s independence of judgment or effectiveness in the performance of the Respondent’s responsibilities to the Texas Division of Emergency Management or the state under the Contract. Connections also fall within this definition if a reasonable person could expect connection, within the overall context of the Respondent’s submission of a Statement of Qualifications, possible selection as the

Contractor(s) or its performance of the Contract to create an issue for the agency’s consideration relative to a potential appearance of impropriety or conflict with interest. Connections also fall within this definition if the relationship is with the Texas Division of Emergency Management or other State of Texas employees with authority to make decisions or recommendations on state contracting or procurement or a bid. For purposes of this provision, those persons with authority to make decisions or recommendations are those persons who fall within the definition of “purchasing personnel” in Section 2262.004(a)(2) of the Texas Government Code.

In submitting a Proposal in response to a bid, the Respondent affirms that it has not given, 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 or any employee or representative of same, in connection with a bid.

In the Proposal, the Respondent must disclose any proposed personnel under the Contract who are current or recent former employees of the Texas Division of Emergency Management or the State of Texas. Recent former employees are defined above.

Disclosures under these provisions are information that will be evaluated by the Texas Division of Emergency

Management; however, all information provided will not necessarily lead to a restriction or disqualification. Issues will be considered on a case by case basis in the best interest of the State of Texas.

If a Respondent is in doubt about whether information should be disclosed, the Respondent may submit a question during the official period for submission of questions. Failure to disclose any required information under these provisions may be cause for disqualification or termination of any contract resulting from a bid. the Texas Division of Emergency

Management reserves the right, in its sole discretion, to determine if any issue should result in disqualification or termination of any resulting contract.

During the term of any contract resulting from a bid, the Respondents will have the continuing responsibility to promptly provide the Texas Division of Emergency Management with information about any actual or potential conflicts of interest or appearance of impropriety issues between the Respondent or any of its subcontractors and any entities or persons the

Respondent is assigned or may be assigned to monitor or review.

If circumstances change or additional information is obtained subsequent to submission of the Proposal, the Respondent’s duty to promptly disclose information to the Texas Division of Emergency Management under these provisions continues under the term of the resulting contract and does not end with submission of a Proposal or receipt of contract award.

16. INDEPENDENT VENDOR STATUS

Seller agrees that Seller and Seller's employees and agents have no employer-employee relationship with Agency. Agency shall not be responsible for the Federal Insurance Contribution Act (FICA) payments, federal or state unemployment taxes, income tax withholding, Workers Compensation Insurance payments, or any other insurance payments, nor will

Agency furnish any medical or retirement benefits or any paid vacation or sick leave.

Seller or Seller’s employees, representatives, agents and any subcontractors shall serve as an independent contractor in providing the services under this Agreement. Seller or Seller’s employees, representatives, agents and any subcontractors shall not be employees of the Agency. Should Seller subcontract any of the services required in this Agreement, Seller expressly understands and acknowledges that in entering into such subcontract(s), the Agency is in no manner liable to any subcontractor(s) of Seller. In no event shall this provision relieve bidder of the responsibility for ensuring that the services rendered under all subcontracts are rendered in compliance with this Agreement.

17. TERMINATION

17.1 Convenience

The Agency reserves the right to terminate this Agreement at any time, in whole or in part and without cost or penalty, by providing thirty (30) calendar days’ advance written notice to Vendor, if Agency determines that such termination is in the best interest of the Agency. In the event of such termination, the Vendor shall, unless otherwise mutually agreed upon in writing, cease all work immediately upon the effective date of termination. Agency shall be liable only for payments limited to the portion of work Agency authorized in writing and which Vendor has completed, delivered to

Agency, and which has been accepted by Agency. All such work shall have been completed, in accordance with contract requirements, prior to the effective date of termination. Agency shall have no other liability, including no liability for any costs associated with the termination.

17.2 Cause/Default

In the event of substantial failure by Contractor to perform in accordance with the terms of this Agreement, the Agency may terminate this Agreement upon fifteen (15) days written notice of termination setting forth the nature of the failure

(the termination shall not be effective if the failure is fully cured prior to the end of the fifteen-day period), provided that said failure is through no fault of the Agency.

17.3 Rights upon Termination or Expiration

If the Agreement is terminated for any reason, or upon its expiration, the Agency shall retain ownership of all associated work products and documentation obtained from Contractor under the Agreement. Further, the Agency and the State of

Texas shall not be liable to Contractor for any damages, claims, losses, or any other amounts arising from or related to any such termination. However, Contractor may be entitled to the remedies provided in Texas Government Code, Chapter

2260. No later than the first calendar day after the termination of this Agreement, or at the Agency request, Contractor shall deliver to the Agency all completed, or partially completed, work and any and all documentation or other products and results of these services.

The cancellation of the Agreement, under any circumstances whatsoever, shall not affect or relieve Vendor from any obligation or liability that may have been incurred or will be incurred pursuant to the Agreement and such cancellation by TDEM shall not limit any other right or remedy available to TDEM at law or in equity.

18. SEVERABILITY CLAUSE

In the event that any provision of this Agreement is later determined to be invalid, void, or unenforceable, then the remaining terms, provisions, covenants, and conditions of this Agreement shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated.

19. FORCE MAJEURE

Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any obligation under this Agreement if and to the extent such failure or delay is caused by or results from causes beyond the affected Party’s reasonable control, including, but not limited to, acts of God, strikes, riots, flood, fire, epidemics, natural disaster, embargoes, war, insurrection, terrorist acts or any other circumstances of like character; provided, however, that the affected Party has not caused such force majeure event(s), shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either Party shall provide the other Party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure, including describing the force majeure event(s) and the actions taken to minimize the impact of such event(s).

20. NO WAIVER

Nothing in this Agreement shall be construed as a waiver of the state’s sovereign immunity. This Agreement shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the

State of Texas. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the State of Texas under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. Agency does not waive any privileges, rights, defenses, or immunities available to the Agency by entering into this Agreement or by its conduct prior to or subsequent to entering into this Agreement.

21. ABANDONMENT OR DEFAULT

If the contractor defaults on the Agreement, the Agency reserves the right to cancel the Agreement without notice and either re-solicit or re-award the Agreement to the next best responsive and responsible respondent. In the event of abandonment or default, Contractor will be responsible for paying damages to the Agency, including but not limited to re-procurement costs, and any consequential damages to the State of Texas or the Agency 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 has significantly changed. The period of suspension will be determined by the agency based on the seriousness of the default.

22. ENTIRE AGREEMENT

These terms and conditions, together with any Texas Division of Emergency contracts and/or purchase orders and their attachments, hereto, constitute the entire and only agreement between the Parties relating to the subject matter hereof and supersede any prior understanding, written or oral agreements between the Parties, or “side deals” which are not described in the above. This may be amended only by a subsequent written agreement signed by authorized representatives of both

Parties. The express terms of the above shall prevail in the event of a conflict with any other documents pertaining to the above, including any documents issued by the vendor (terms and conditions, service agreements, work orders, etc.), whether submitted or executed before or after the issuing date of the Texas Division of Emergency Management contract and/or purchase order and despite any statements in any vendor documents concerning those documents taking precedence in the event of a conflict,.

23. EXPORT CONTROL

Vendor agrees to comply with all applicable US Export Control laws and regulations to include the Export Administration

Regulations (EAR), the International Traffic in Arms (ITAR) and any other applicable US export laws and regulations.

As an institution of higher learning, THE AGENCY typically does not take receipt of export-controlled goods, technical data, services, or technology (“Materials”) except as may be specifically agreed by the Agency. Vendor agrees that it will not provide or make accessible to the Agency any export-controlled materials without first informing the Agency of the export-controlled nature to the Materials and obtaining from the Agency its written consent to accept such Materials as well as any specific instructions for delivering controlled Materials to the Agency. Vendor agrees to obtain government approval or export license if required from the appropriate US Government agency and to share that information with the

Agency prior to delivery of such. Materials. In the event that any purchased item is export controlled under the U.S.

Export Control Regulations, Vendor shall provide the Agency with the export control classification and failure to do so may result in the cancellation of the respective purchase order or agreement.

24. INFORMATION SECURITY

Pursuant to Title 1, Chapter 202, §202.77 of the Texas Administrative Code, Vendor hereby acknowledges responsibility to comply with all applicable the Agency policies, rules, standards, practices, and agreements, including but not limited to: safety policies, privacy policies, security policies, auditing policies, software licensing policies, acceptable use policies, and nondisclosure as required by the Agency. For purposes of this section concerning Vendor Access, Confidential Information is defined as information that must be protected from unauthorized disclosure or public release based on state or federal law or other legally binding agreement and may include but is not limited to the following:

personally identifiable information (social security number and/or financial account numbers, student education records);

intellectual property (as set forth in Section 51.914 of the Texas Education Code); and medical records. Mission Critical

Information is information that is defined by the Agency to be essential to the continued performance of the mission of the Agency, the unavailability of which would result in consequences to the Agency. In the event Vendor should obtain or be granted access to Confidential and/or Mission Critical Information of the Agency, Vendor will keep and protect the

Agency information confidential to no less than the same degree of care as required by the Agency policies, rules and procedures. At the expiration or early termination of this Agreement, Vendor agrees to return all the Agency information or agrees to provide adequate certification that the Agency information has been destroyed. Vendor, its employees, agents, Vendors, and subcontractors shall use the Agency information solely in connection with performance by Vendor of the services provided to the Agency pursuant to this Agreement, and for no other purpose. Should Vendor, its employees, agents, contractors, or subcontractors acquire other Agency information during this Agreement, it shall not be used for Vendor’s own purposes or divulged to third parties. Vendor shall comply with all terms and conditions of any the Agency non-disclosure agreement applicable to this Agreement. Both parties shall each provide contact information for specific individuals. The designated contact for the Agency is listed on the front of this purchase order.

Should the designated contact for either party need to be changed, the new contact information shall be updated and provided to the respective parties within 24 hours of any staff changes. Should Vendor have a need to access the Agency information, that request shall be directed to the Agency designated contact. Further, Vendor is responsible for reporting all security breaches directly to the Agency.

25. SUSTAINABILITY

The Agency is committed to campus sustainability initiatives. Support of these initiatives necessarily includes the purchase of goods and services that minimize the impact on the environment to the greatest extent possible. The Agency requests Vendor’s assistance in campus sustainability initiatives by informing in any bid response, or other discussions, of Vendor’s sustainability practices or environmentally sustainable product offerings. For example, alternative products available from VENDOR which may be recyclable or reusable, end of life (obsolescence) return of equipment to Vendor, energy-saving devices, return to Vendor.

26. ACCESS TO AGENCY DATA

If the Vendor/Respondent (Provider) is authorized to access, transmit, use or store Agency’s data Pursuant to Section

2054.138, Texas Government Code, Provider shall implement and maintain appropriate administrative, technical, and physical security measures, including without limitation, the security controls available at https://cyber-standards.tamus.edu, as may be amended from time to time (the “Security Controls”), to safeguard and preserve the confidentiality, integrity, and availability of Agency’s data. Provider shall periodically provide Agency’s with evidence of its compliance with the Security Controls within thirty (30) days of Agency’s request.

27. ANTITRUST AFFIRMATION

Vendor represents and warrants that, in accordance with Section 2155.005 of the Texas Government Code, neither

Vendor nor the firm, corporation, partnership, or institution represented by Vendor or anyone acting for such a firm, corporation or, institution has (1) violated any provision of the Texas Free Enterprise and Antitrust Act of 1983, Chapter

15 of the Texas Business and Commerce Code, or the federal antitrust laws, or (2) communicated directly or indirectly the contents of this Response to any competitor or any other person engaged in the same line of business as Vendor.

28. ARTIFICIAL INTELLIGENCE USE

Vendor hereby represents and warrants that:

(1) Artificial Intelligence (AI) includes machine learning, natural language processing (NLP), robotic process automation (RPA), computer vision, robotics, expert systems, or any other forms of AI. Vendor will promptly provide TDEM written disclosure of any current or contemplated use of AI throughout the course of the Contract between the parties.

(2) Vendor will cooperate with TDEM to ensure the provision, use, and storage of TDEM data complies with all laws and regulations, including those pertaining to data privacy and security.

(3) Vendor will not use TDEM data and any AI output resulting from TDEM data for any other purpose than to fulfill

Vendor’s obligations under this Contract.

(4) While any information obtained from and related to TDEM, including any derivative data, is in the possession or control of Vendor, Vendor will implement and maintain physical, administrative, and technical safeguards to protect the information from inadvertent or unauthorized access, disclosure, use, or modification, taking into the account the sensitivity and confidentiality of such information. Vendor further warrants and represents that it has and will continue to comply with all applicable data protection laws and regulations with respect to the AI system and any data that is collected or processed.

(5) Vendor maintains and shall continue to maintain security safeguards and controls in compliance with NIST Special

Publications 800-53, or another comparable cybersecurity standard, including proper access controls for the AI.

(6) To the best of Vendor’s knowledge, there has been no unauthorized use of or access to AI and no AI has been used in violation of any applicable laws and regulations.

(7) Vendor’s current or contemplated use of AI does not, and will not, infringe upon or violate any intellectual property rights, rights of likeness or publicity, or any other third-party right of any kind.

(8) Vendor maintains and shall continue to maintain commercially reasonable insurance coverage for claims or losses pertaining to the AI.

(9) Vendor warrants that the AI has not been subject to any claims, suits, demands, rulings, judgements, threats, fines, penalties, or a cease-and-desist letter asserted against, or brought by, Vendor pertaining to intellectual property or any other rights violation or breach of any applicable law, rule, or regulation.

29. ASSIGNMENT

Vendor shall not assign its rights under the contract or delegate the performance of its duties under the contract without prior written approval from the Agency. Any attempted assignment in violation of this provision is void and without effect.

30. BUY TEXAS AFFIRMATION

In accordance with Section 2155.4441 of the Texas Government Code, Respondent agrees that during the performance of a contract for services it shall purchase products and materials produced in Texas when they are available at a price and time comparable to products and materials produced outside this state.

31. CHANGES AND MODIFICATIONS

No modification, change, or amendment to the agreement shall become valid unless in writing and signed by both parties.

All correspondence regarding modifications, changes, or amendments to the agreement from the vendor must be forwarded to the Agency for review and approval.

32. CHILD SUPPORT OBLIGATION AFFIRMATION

Under Section 231.006 of the Family Code, the Vendor or Under Section 231.006(dl of the Texas Family Code, applicant certifies that the individual or business entity named in this contract, bid or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this contract may be terminated and payment may be withheld if this certification is inaccurate in addition to other set out in 231.006(fl).

33. CLOUD COMPUTING STATE RISK AND AUTHORIZATION MANAGEMENT PROGRAM (TX-RAMP)

If the solicitation or contract involves cloud computing services, then pursuant to Section 2054.0593(d)-(f) of the Texas

Government Code, relating to cloud computing state risk and authorization management program, Vendor/Respondent

(Provider) represents and warrants that it complies with the requirements of the state risk and authorization management program and Provider agrees that throughout the term of the contract it shall maintain its certifications and comply with the program requirements in the performance of the contract.

As of the Effective Date, Provider represents and warrants that it complies with the then-current requirements of the risk and authorization management program established by the Texas Department of Information Resources (“TX-RAMP”).

Pursuant to Section 2054.0593, Texas Government Code, Provider shall maintain RAMP compliance and certification, as may be amended from time to time, throughout the Term, including any renewal term of this Agreement. Provider shall provide Agency with evidence of its TX-RAMP compliance and certification within thirty (30) days of Agency request and at least thirty (30) days prior to the start of any renewal term of this Agreement. In the event that Provider fails to maintain TX-RAMP compliance and certification throughout the Term, including any Renewal Term, Agency may immediately terminate this Agreement, and Provider will provide a refund to Agency of any prepaid fees.

34. COMPUTER EQUIPMENT RECYCLING PROGRAM

If Vendor is submitting a Response or entering into a contract for the purchase or lease of computer equipment, the

Vendor certifies that bit is in compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code related to Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in 30 TAC

Chapter 328.

35. CONTRACTING INFORMATION RESPONSIBILITIES

If the solicitation or contract involves the expenditure of at least $1,000,000, then in accordance with Section 552.372

(1) of the Texas Government Code, Vendor agrees to (1) preserve all contracting information related to the contract as provided by the records retention requirements applicable to the Agency for the duration of the contract, (2) promptly provide to the Agency any contracting information related to the contract that is in the custody or possession of the

Respondent on Respondent agrees that the contract can be terminated and (3) on termination or expiration of the contract, either provide at no cost to the Agency all contracting information related to the contract that is in the custody or possession of the Respondent or preserve the contracting information related to the contract as provided by the records retention requirements applicable to the Agency. Except as provided by Section 552.374(c) of the Texas Government

Code, the requirements of Subchapter J, Chapter 552, Government Code, may apply to the contract and the Respondent agrees that the contract can be terminated if the Respondent knowingly or intentionally fails to comply with a requirement of that subchapter.

36. COVID-19 VACCINE PASSPORT PROHIBITION

Vendor 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 Vendor’s business. Vendor acknowledges that such a vaccine or recovery requirement Vendor ineligible for a state-funded contract.

37. CRITICAL INFRASTRUCTURE AFFIRMATION

If the contract or solicitation would grant the Vendor direct or remote access to or control of critical infrastructure, as defined by Section 2275.0101 of the Texas Government Code, in this state, other than access specifically allowed for product warranty and support purposes, then pursuant to Government Code Section 2275.0102, Vendor certifies that neither it nor its parent company, nor any affiliate of vendor or its parent company, is (1) any majority affiliate owned of or Respondent controlled by or its citizens parent or company, governmental entities of China, Iran, North Korea, Russia, or any other country designated by the Governor under Government Code Section 2275.0103, or (2) headquartered in any of those countries.

38. CYBERSECURITY TRAINING

Pursuant to Section 2054.5192, Texas Government Code, Provider and its employees, officers, and subcontractors who have access to Agency’s computer system and/or database must complete a cybersecurity training program certified under

Section 2054.519, Texas Government Code, and selected by Agency’s . The cybersecurity training program must be completed by Provider and its employees, officers, and subcontractors during the Term and any renewal period of this

Agreement. Provider shall verify completion of the program in writing to Agency’s within the first thirty (30) calendar days of the Term and any renewal period of this Agreement. Provider acknowledges and agrees that its failure to comply with the requirements of this Section are grounds for Agency’s to terminate this Agreement for cause.

39. DATA MANAGEMENT AND SECURITY CONTROLS

If Vendor is authorized or will be authorized to access, transmit, use, or store data for the Agency, then in accordance with Section 2054.138 of the Texas Government Code, Vendor certifies that it will comply with the security controls required under the contract and will maintain records and make them available to Agency as evidence of Vendor’s compliance with the required controls.

40. DECEPTIVE TRADE PRACTICES UNLAWFUL

Pursuant to Section 17.46(b)(27) of the Texas Government Code, it is unlawful to take advantage of a disaster declared by the governor under Chapter 418 of the Texas Government Code by selling or leasing at, or making a demand for, an exorbitant or excessive price for fuel, food, medicine, or another necessity.

41. DEALINGS WITH PUBLIC SERVANTS AFFIRMATION

Vendor 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 submitted Response.

42. DEBTS AND DELINQUANCIES AFFIRMATION

Vendor agrees that any payments due under the contract shall be applied towards any debt or delinquency that is owed to the State of Texas.

43. DISASTER RECOVERY PLAN

Upon request of Agency, Vendor shall provide the description of its business continuity and disaster recovery plans.

44. DISCLOSURE OF PRIOR STATE EMPLOYMENT

If the contract or solicitation involved consulting services under Chapter 2254 of the Texas Government Code, then in accordance with Section 2254.033 of the Texas Government Code, relating to consulting services, Respondent certifies that it does not employ an individual who has been employed by Agency or another agency at any time during the two years preceding the submission of the Response or, in the alternative, Respondent has disclosed in its Response the following: (i) the nature of the previous employment with Agency or the other agency; (ii) the date the employment was terminated; and (iii) the annual rate of compensation for the employment at the time of its termination.

45. ELECTRONIC INFORMATION RESOURCES

If the Vendor/Respondent (Provider) is providing electronic and information resources (EIR), Provider represents and warrants that the electronic and information resources and all associated information, documentation, and support that it provides (collectively, the “EIRs”) comply with the applicable requirements set forth in Title 1, Chapter 213 of the Texas

Administrative Code and Title 1, Chapter 206 of the Texas Administrative Code (as authorized by Chapter 2054, Subchapter M of the Texas Government Code) (the “EIR Accessibility Warranty”). If Provider becomes aware that the

EIRs, or any portion thereof, do not comply with the EIR Accessibility Warranty, Provider shall, at no cost to Agency, either (1) perform all necessary remediation to make the EIRs satisfy the EIR Accessibility Warranty or (2) replace the

EIRs with new EIRs that satisfy the EIR Accessibility Warranty. In the event that Provider fails or is unable to do so, Agency may immediately terminate this Agreement, and Provider will refund to Agency all amounts paid by Agency within thirty (30) days following the effective date of termination.

46. ENERGY COMPANY BOYCOTTS

If the contract or solicitation has a value of $100,000.00 or more, Vendor represents and warrants that: (1) it does not, and will not for the duration of the contract, boycott energy companies or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the contract. If circumstances relevant to this provision change during the course of the contract, Vendor shall promptly notify Agency. Vendor acknowledges this Agreement may be terminated if this certification is inaccurate.

47. ENTITIES THAT BOYCOTT ISRAEL

Pursuant to Chapter 2271, Texas Government Code, Vendor certifies 1) Vendor does not currently boycott Israel and 2) will not boycott Israel during the Term of any ensuing purchase order or contract. Vendor acknowledges the purchase order or contract with Texas A&M may be terminated and payment withheld if this certification is inaccurate.

48. E-VERIFY PROGRAM

If the contract or solicitation is for services for an agency under the direction of the Governor, then Vendor certifies that for contracts for services, Vendor shall…