ESBD_506646_1778075131084_EXHIBI~3.PDF

TEXAS ALCOHOLIC BEVERAGE COMMISSION

UNIFORM TERMS AND CONDITIONS

RESPONSIBLE OFFICE: GENERAL COUNSEL

AUGUST 2025

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TABLE OF CONTENTS

Article I. Definitions and Interpretations

1.1 Definitions

1.2 Interpretive Provisions

Article II. Consideration

2.1 Prompt Payment

2.2 Expenses

2.3 Work Orders

Article III. State and Federal Funding

3.1 Funding

3.2 No Debt Against the State

3.3 Debt to State

3.4 Recapture of Funds

Article IV. Warranty, Affirmations, Assurances and Certifications

4.1 Warranty

4.2 General Affirmations

4.3 Federal Assurances

4.4 Federal Certifications

Article V. Ownership and Intellectual Property

5.1 Ownership

5.2 Intellectual Property

Article VI. Records, Audit, and Disclosure

6.1 Books and Records

6.2 Access to Records, Books, and Documents

6.3 Response/Compliance with Audit or Inspection findings

6.4 SAO Audit

6.5 Confidentiality

6.6 Public Information Act

Article VII. Contract Management and Early Termination

7.1 Contract Management

7.2 Termination for Convenience

7.3 Termination for Cause

7.4 Contractor Responsibility for Associated Costs

7.5 Equitable Settlement

Article VIII. Miscellaneous Provisions

8.1 Amendment

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8.2 Insurance

8.3 Legal Obligations

8.4 E-Verify

8.5 Permitting and Licensure

8.6 Indemnity

8.7 Assignments

8.8 Subcontracts

8.9 HUB/Mentor Protégé

8.10 Relationship of the Parties

8.11 Technical Guidance Letters

8.12 Governing Law and Venue

8.13 Severability

8.14 Survivability

8.15 Force Majeure

8.16 Dispute Resolution

8.17 No Waiver of Provisions

8.18 Publicity

8.19 Prohibition on Non-compete Restrictions

8.20 No Waiver of Sovereign Immunity

8.21 Entire Contract and Modification

8.22 Counterparts

8.23 Proper Authority

8.24 Notice of Legal Matter or Litigation

8.25 Information Management Standards

8.26 Ethics Commission Filing – Disclosure of Interested Parties

8.27 Consulting Reports

ARTICLE I. DEFINITIONS AND INTERPRETATIONS

1.1 DEFINITIONS

As used in the Contract, unless the context clearly indicates otherwise, the following terms and conditions have the meanings assigned below:

“Amendment” means a written agreement, signed by the parties hereto, which documents changes to the Contract other than those permitted by Work Orders or Technical Guidance Letters, as herein defined.

“Attachment” means documents, terms, conditions, or additional information physically added to the Contract following the Signature Document, or included by reference within the body of the Contract, as if physically attached.

“Contract” means the Signature Document, these Uniform Terms and Conditions, and all Attachments, Amendments, purchase orders, Work Orders, and Technical Guidance Letters that may be issued by the Texas Alcoholic Beverage Commission (“TABC”), to be physically attached, or incorporated by reference for all purposes in their entirety, as if physically attached.

“Contractor” means the Party selected to provide the goods or services under the Contract, if any.

“Deliverable” means a work product prepared, developed, or procured by Contractor as part of the Services under the Contract for the use or benefit of the TABC or the State of Texas.

“Effective Date” means the date agreed to by the Parties on which the Contract takes effect.

“Federal Fiscal Year” means the period beginning October 1 and ending September 30 each year, which is the annual accounting period for the United States government.

“GAAP” means Generally Accepted Accounting Principles.

“GASB” means the Governmental Accounting Standards Board.

“HUB” means Historically Underutilized Business, as defined by Chapter 2161 of the Texas Government Code.

“Intellectual Property” means patents, rights to apply for patents, trademarks, trade names, service marks, domain names, copyrights, and all applications and worldwide registration of such; and schematics, industrial models, inventions, know-how, trade secrets, computer software programs, and other intangible proprietary information.

“Mentor Protégé” means the Comptroller of Public Accounts’ leadership program found at:

https://comptroller.texas.gov/purchasing/vendor/hub/mentor.php/. “Parties” means the TABC and Contractor, collectively.

“Party” means either the TABC or Contractor, individually.

“Project” means the goods or Services described in the Signature Document or in a Work Order of the Contract, if any.

“Public Information Act” or “PIA” means Chapter 552 of the Texas Government Code.

“Services” means the tasks, functions, and responsibilities assigned and delegated to Contractor under the Contract.

“Signature Document” means the document executed by both Parties that specifically sets forth all of the documents that constitute the Contract.

“Solicitation” means the document issued by the TABC, under which the goods or services provided under the Contract were initially requested, which is incorporated herein by reference for all purposes in its entirety, including all Amendments and Attachments.

“Solicitation Response” means Contractor’s full and complete response to the Solicitation, which is incorporated herein by reference for all purposes in its entirety, including any Attachments and Addenda.

“State Fiscal Year” means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas.

“Statement of Work” means the description of Services and Deliverables specified in the Contract, as may be amended.

“State of Texas Textravel” means Texas Administrative Code, Title 34, Part 1, Chapter 5, Subchapter C, Section 5.22, relative to travel reimbursements under the Contract, if any.

“Subcontract” means any written agreement between Contractor and a third party to fulfill the requirements of the Contract. All Subcontracts are required to be in writing.

“Subcontractor” means any individual or entity that enters a contract with Contractor to perform part or all of the obligations of Contractor under the Contract.

“TABC” means the Texas Alcoholic Beverage Commission, by authority granted under State law, and its officers, employees, and designees.

“Technical Guidance Letter,” or “TGL,” is issued by the TABC to Contractor, and means an instruction, clarification, or interpretation of the requirements of the Contract.

“Work” means all Services to be performed, goods to be delivered, and any appurtenant actions performed and items produced, conceived, or developed, including Deliverables.

“Work Order” means an individually negotiated document that is executed by both Parties and which authorizes a Project, if any, in an indefinite quantity Contract.

1.2 INTERPRETIVE PROVISIONS

a. The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

b. The words “hereof,” “herein,” “hereunder,” and similar words refer to the Contract as a whole and not to any particular provision, section, Attachment, or schedule of the Contract unless otherwise specified.

c. The term “including” is not limiting and means “including without limitation” and, unless otherwise expressly provided in the Contract, (i) references to contracts (including this Contract) and other contractual instruments shall be deemed to include all subsequent Amendments and other modifications thereto, but only to the extent that such Amendments and other modifications are not prohibited by the terms of the Contract, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation.

d. Any references to “sections,” “appendices,” or “attachments” are references to sections, appendices, or Attachments of the Contract.

e. Any references to agreements, contracts, statutes, or administrative rules or regulations in the Contract are references to these documents as amended, modified, or supplemented from time to time during the term of the Contract.

f. The captions and headings of the Contract are for convenience of reference only and do not affect the interpretation of the Contract.

g. All Attachments within the Contract, including those incorporated by reference as if physically attached, and any Amendments are considered part of the terms of the

Contract.

h. The Contract may use several different limitations, regulations, or policies to regulate the same or similar matters. All such limitations, regulations, and policies are cumulative and each will be performed in accordance with its terms.

i. Unless otherwise expressly provided, reference to any action of the TABC or by the TABC by way of consent, approval, or waiver will be deemed modified by the phrase “in its sole discretion.”

j. Time is of the essence in the Contract.

ARTICLE II. CONSIDERATION

2.1 PROMPT PAYMENT

The TABC will pay Contractor in accordance with the Prompt Payment Act, Texas Government Code, Chapter 2251.

2.2 EXPENSES

Except as otherwise provided in the Contract, no ancillary expenses incurred by Contractor in connection with its provision of the Services or Deliverables will be reimbursed by the TABC.

Ancillary expenses include, but are not limited to, costs associated with transportation, delivery, and insurance for each Deliverable.

When reimbursement of travel expenses is authorized by the Contract, all such expenses will be reimbursed in accordance with the rates set by the State of Texas Textravel.

2.3 WORK ORDERS

To the extent the Contract is for indefinite quantities of services, as specified in the Signature Document, all Work will be performed in accordance with Work Orders.

Upon identification of a Project, the TABC will request that Contractor submit to the TABC a proposal, including pricing and a Project plan. If Contractor is selected to carry out an individual Project, a Work Order will be issued. Multiple Work Orders may be issued during the term of the Contract, all of which will be in writing and signed by the Parties. Each Work Order will include a Statement of Work; a list of tasks required; a time schedule; a list of Deliverables, if any; a detailed Project Budget; and such other information or special conditions as may be necessary for the work assigned.

Nothing in the Contract expresses or guarantees that the TABC will issue Work Orders to Contractor for any of the tasks set forth in the Contract or any of its Attachments. All work requested under the Contract will be required on an irregular and as needed basis throughout the Contract term, and the TABC makes no guarantee of volume or usage under the Contract.

ARTICLE III. STATE AND FEDERAL FUNDING

3.1 FUNDING

The Contract is contingent upon the availability of sufficient and adequate funds. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or agencies, amendment of the Texas General Appropriations Act, agency consolidation, or any other disruptions of current funding for the Contract, the TABC may restrict, reduce, or terminate funding under the Contract. The Contract is also subject to immediate cancellation or termination, without penalty to the TABC, if sufficient and adequate funds are not available. Contractor will have no right of action against the TABC if the TABC cannot perform its obligations under the Contract as a result of lack of funding for any activities or functions contained within the scope of the Contract.

In the event of cancellation or termination under this Section, the TABC will not be required to give notice and will not be liable for any damages or losses caused or on or cancellation.

3.2 NO DEBT AGAINST THE STATE

The Contract will not be construed as creating any debt by or on behalf of the State of Texas.

The contract is subject to termination or cancellation, without penalty to TABC, either in whole or in part, subject to the availability of state funds. TABC is a state agency whose authority and appropriations are subject to actions of the Texas Legislature. If TABC becomes subject to a legislative change, revocation of statutory authority, or lack of appropriated funds that would render either TABC’s or Contractor’s delivery or performance under the contract impossible or unnecessary, the contract will be terminated or cancelled and be deemed null and void. In the event of a termination or cancellation under this Section, TABC will not be liable to Contractor for any damages, that are caused or associated with such termination, or cancellation, and TABC will not be required to give prior notice.

3.3 DEBT TO STATE

Contractor agrees that any payments due under the Contract shall be directly applied towards eliminating any debt or delinquency it has to the State of Texas including, but not limited to, delinquent taxes, delinquent student loan payments, and delinquent child support.

3.4 RECAPTURE OF FUNDS

The TABC may withhold all or part of any payments made pursuant to the Contract to offset overpayments made to Contractor. Overpayments as used in this Section include payments (i) made by the TABC that exceed the maximum allowable rates; (ii) that are not allowed under applicable laws, rules, or regulations; or (iii) that are otherwise inconsistent with the Contract, including any unapproved expenditures. Contractor understands and agrees that it will be liable to the TABC for any costs disallowed pursuant to financial and compliance audit(s) of funds received under the Contract. Contractor further understands and agrees that reimbursement of such disallowed costs will be paid by Contractor from funds which were not provided or otherwise made available to Contractor under the Contract.

ARTICLE IV. WARRANTY, AFFIRMATIONS,

ASSURANCES AND CERTIFICATIONS

4.1 WARRANTY

Contractor warrants that all Work under the Contract will be completed under the terms of the Contract in a manner consistent with standards in the applicable trade, profession, or industry;

will conform to or exceed the specifications set forth in the Contract; and will be fit for ordinary use, of good quality, and with no material defects. If Contractor fails to complete Work timely or to perform satisfactorily under conditions required by the Contract, the TABC may require Contractor, at its sole expense, to:

a. repair or replace all defective or damaged Work;

b. refund any payment received for all defective or damaged Work and, in conjunction therewith, require Contractor to accept the return of such Work; and

c. take necessary action to ensure that future performance and Work conform to the

Contract requirements.

4.2 GENERAL AFFIRMATIONS

Contractor further certifies that, to the extent General Affirmations are incorporated into the Contract under the Signature Document, the General Affirmations have been reviewed and that Contractor is in compliance with each of the requirements reflected therein.

4.3 FEDERAL ASSURANCES

Contractor further certifies that, to the extent Federal Assurances are incorporated into the Contract under the Signature Document, the Federal Assurances have been reviewed and that Contractor is in compliance with each of the requirements reflected therein.

4.4 FEDERAL CERTIFICATIONS

Contractor further certifies, to the extent Federal Certifications are incorporated into the Contract under the Signature Document, that the Federal Certifications have been reviewed, and that Contractor is in compliance with each of the requirements reflected therein. In addition, Contractor certifies that it is in compliance with all applicable federal laws, rules, or regulations, as they may pertain to the Contract.

ARTICLE V. OWNERSHIP AND INTELLECTUAL PROPERTY

5.1 OWNERSHIP

The TABC will own, and Contractor hereby assigns to the TABC, all right, title, and interest in all Work.

5.2 INTELLECTUAL PROPERTY

To the extent any Work results in the creation of Intellectual Property, all right, title, and interest in and to such Intellectual Property will vest in the TABC upon creation, and will be deemed to be a “work made for hire” and made in the course of the services rendered pursuant to the Contract.

To the extent that title to any such Intellectual Property may not by law vest in the TABC, or such Intellectual Property may not be considered a “work made for hire,” all rights, title, and interest therein are hereby irrevocably assigned to the TABC. The TABC will have the right to obtain and to hold in its name any and all patents, copyrights, trademarks, service marks, registrations, or such other protection as may be appropriate to the subject matter, including extensions and renewals thereof.

Contractor must give the TABC and the State of Texas, as well as any person designated by the TABC or the State of Texas, all assistance required to perfect the rights defined herein without any charge or expense beyond the stated amount payable to Contractor for the services authorized under the Contract.

ARTICLE VI. RECORDS, AUDIT, AND DISCLOSURE

6.1 BOOKS AND RECORDS

Contractor will keep and maintain under GAAP or GASB, as applicable, full, true, and complete records necessary to fully disclose to the TABC, the Texas State Auditor’s Office, the United States Government, and their authorized representatives information sufficient to determine compliance with the terms and conditions of the Contract and all state and federal rules, regulations, and statutes. Unless otherwise specified in the Contract, Contractor will maintain legible copies of the Contract and all related documents for a minimum of seven (7) years after the termination of the contract period or seven (7) years after the completion of any litigation or dispute involving the Contract, whichever is later.

6.2 ACCESS TO RECORDS, BOOKS, AND DOCUMENTS

In addition to any right of access arising by operation of law, Contractor and any of Contractor’s affiliate or subsidiary organizations or Subcontractors will permit the TABC or any of its duly authorized representatives, as well as duly authorized federal, state, or local authorities, unrestricted access to and the right to examine any site where business is conducted or Services are performed, and all records, which includes but is not limited to financial, client, and patient records, books, papers, or documents related to the Contract. If the Contract includes federal funds, federal agencies that will have a right of access to records as described in this section include: the federal agency providing the funds, the Comptroller General of the United States, the General Accounting Office, the Office of the Inspector General, and any of their authorized representatives. In addition, agencies of the State of Texas that will have a right of access to records as described in this section include: the TABC's contracted examiners, the State Auditor’s Office, the Texas Attorney General's Office, and any successor agencies. Each of these entities may be a duly authorized authority.

If deemed necessary by the TABC or any duly authorized authority, for the purpose of investigation or hearing, Contractor will produce original documents related to the Contract.

The TABC and any duly authorized authority will have the right to audit billings both before and after payment, and all documentation that substantiates the billings. Contractor will include this provision concerning the right of access to, and examination of, sites and information related to the Contract in any Subcontract it awards.

6.3 RESPONSE/COMPLIANCE WITH AUDIT OR INSPECTION FINDINGS

a. Contractor must act to ensure its and its Subcontractor’s compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, or inspection of the Contract and the goods or services provided hereunder. Any such correction will be at Contractor or its Subcontractor's sole expense. Whether Contractor's action corrects the noncompliance will be solely the decision of the TABC.

b. As part of the Services, Contractor must provide to the TABC upon request a copy of those portions of Contractor's and its Subcontractors' internal audit reports relating to the Services and Deliverables provided to the State under the Contract.

6.4 SAO AUDIT

Contractor understands that acceptance of funds directly under the Contract or indirectly through a Subcontract under the Contract acts as acceptance of the authority of the State Auditor’s Office (“SAO”), or any successor agency, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the SAO must provide the SAO with access to any information the SAO considers relevant to the investigation or audit. Contractor agrees to cooperate fully with the SAO 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 it awards.

6.5 CONFIDENTIALITY

Any specific confidentiality agreement between the Parties takes precedent over the terms of this section. To the extent permitted by law, Contractor agrees to keep all information confidential, in whatever form produced, prepared, observed, or received by Contractor. The provisions of this section remain in full force and effect following termination or cessation of the services performed under the Contract.

6.6 PUBLIC INFORMATION ACT

Information related to the performance of the Contract may be subject to the Public Information Act (“PIA”) and will be withheld from public disclosure or released only in accordance therewith. Contractor must make all information not otherwise excepted from disclosure under the PIA available in portable document format (".pdf") or any other format agreed between the Parties. In accordance with Section 2252.907 of the Texas Government Code, Contractor is required to make any information created or exchanged with the State pursuant to the contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the State.

ARTICLE VII. CONTRACT MANAGEMENT AND EARLY TERMINATION

7.1 CONTRACT MANAGEMENT

To ensure full performance of the Contract and compliance with applicable law, the TABC may take actions including:

a. suspending all or part of the Contract;

b. requiring Contractor to take specific corrective actions in order to remain in compliance with the terms of the Contract;

c. recouping payments made to Contractor found to be in error;

d. suspending, limiting, or placing conditions on the continued performance of Work;

e. imposing any other remedies authorized under the Contract; and

f. imposing any other remedies, sanctions, or penalties permitted by federal or state statute, law, regulation, or rule.

7.2 TERMINATION FOR CONVENIENCE

The TABC may terminate the Contract, in whole or in part, at any time when, in its sole discretion, the TABC determines that termination is in the best interests of the State of Texas.

The termination will be effective on the date specified in TABC’s notice of termination.

7.3 TERMINATION FOR CAUSE

Except as otherwise provided by the U.S. Bankruptcy Code, or any successor law, the TABC may terminate the Contract, in whole or in part, upon either of the following conditions:

a. Material Breach The TABC will have the right to terminate the Contract in whole or in part if the TABC determines, in its sole discretion, that Contractor has materially breached the Contract or has failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction and such violation prevents or substantially impairs performance of Contractor’s duties under the Contract.

Contractor's misrepresentation in any aspect of Contractor’s Solicitation Response, if any, or Contractor's presence on the excluded parties list system, in the U.S.

General Service Administration’s “System Award Management” procurement information, shall also be considered a material breach of the Contract.

b. Failure to Maintain Financial Viability The TABC may terminate the Contract if, in its sole discretion, the TABC believes, in good faith, that Contractor no longer maintains the financial viability required to complete the Services and Deliverables, or to otherwise fully perform its responsibilities under the Contract.

7.4 CONTRACTOR RESPONSIBILITY FOR ASSOCIATED COSTS.

If the TABC terminates the Contract for Cause, Contractor will be responsible to the TABC for all costs incurred by the TABC and the State of Texas to replace Contractor. These costs include, but are not limited to, the costs of procuring a substitute vendor and the cost of any claim or litigation that is reasonably attributable to Contractor’s failure to perform any Work in accordance with the terms of the Contract.

7.5 EQUITABLE SETTLEMENT

Any early termination under this Article will be subject to the equitable settlement of the respective interests of the Parties up to the date of termination.

ARTICLE VIII. MISCELLANEOUS PROVISIONS

8.1 AMENDMENT

The Contract may only be amended by written Amendment, executed by both Parties.

8.2 INSURANCE

Unless otherwise specified in the Contract, Contractor will acquire and maintain, for the duration of the Contract, insurance coverage necessary to ensure proper fulfillment of the Contract and potential liabilities thereunder with financially sound and reputable insurers licensed by the Texas Department of Insurance, in the type and amount customarily carried within the industry, as determined by the TABC. Contractor will provide evidence of insurance as required under the Contract, including a schedule of coverage or underwriter’s schedules establishing to the satisfaction of the TABC the nature and extent of coverage granted by each such policy, upon request by the TABC. In the event that any policy is determined by the TABC to be deficient to comply with the terms of the Contract, Contractor will secure such additional policies or coverage as the TABC may reasonably request or that are required by law or regulation. If coverage expires during the term of the Contract, Contractor must produce renewal certificates for each type of coverage.

8.3 These and all other insurance requirements under the Contract apply to both Contractor and its Subcontractors, if any. Contractor is responsible for ensuring its Subcontractors compliance with all requirements.

8.4 LEGAL OBLIGATIONS

Contractor will comply with all applicable federal, state, and local laws, ordinances, and regulations, including all federal and state accessibility laws relating to direct and indirect use of information and communication technology. Contractor will be deemed to have knowledge of all applicable laws and regulations and be deemed to understand them. In addition to any other act or omission that may constitute a material breach of the Contract, failure to comply with this Section may also be a material breach of the Contract.

8.5 E-VERIFY

By entering into the Contract, Contractor certifies and ensures that it utilizes and will continue to utilize for the term of the Contract, the U.S. Department of Homeland Security's e-Verify system to determine the eligibility of:

a. all persons employed during the Contract term to perform duties within Texas; and

b. all persons (including subcontractors) assigned by Contractor to perform Work pursuant to the Contract.

8.6 PERMITTING AND LICENSURE

At Contractor's sole expense, Contractor will procure and maintain for the duration of the Contract any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification, or certification required by statute, ordinance, law, or regulation to be held by Contractor to provide the goods or Services required by the Contract. Contractor will be responsible for payment of all taxes, assessments, fees, premiums, permits, and licenses required by law. Contractor agrees to be responsible for payment of any such government obligations not paid by its Subcontractors during performance of the Contract.

8.7 INDEMNITY

CONTRACTOR SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND TABC, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND

ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES ARISING OUT OF, OR RESULTING FROM ANY

ACTS OR OMISSIONS OF CONTRACTOR OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER

FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE

CONTRACT AND ANY PURCHASE ORDERS ISSUED UNDER THE CONTRACT. THE DEFENSE SHALL BE

COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN

TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND CONTRACTOR MAY NOT

AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF

THE TEXAS ATTORNEY GENERAL. CONTRACTOR AND TABC AGREE TO FURNISH TIMELY WRITTEN

NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

Contractor will coordinate its defense with TABC and its counsel. This paragraph is not intended to and will not be construed to require Contractor to indemnify or hold harmless the State or TABC for any claims or liabilities resulting solely from the gross negligence of TABC or its employees. The Provisions of this section will survive termination of the Contract.

8.8 ASSIGNMENTS

Contractor may not assign all or any portion of its rights under, interests in, or duties required under the Contract without prior written consent of the TABC, which may be withheld or granted at the sole discretion of the TABC. Except where otherwise agreed in writing by the TABC, assignment will not release Contractor from its obligations under the Contract.

Contractor understands and agrees the TABC may in one or more transactions assign, pledge, or transfer the Contract. This assignment will only be made to another State agency or a non-state agency that is contracted to perform agency support.

8.9 SUBCONTRACTS

Contractor will be responsible to the TABC for all performance by Subcontractors under the Contract. Nothing in the Contract will be construed to relieve Contractor of the responsibility for ensuring that the goods delivered or services rendered by Contractor or any of its

Subcontractors comply with all the terms and provisions of the Contract. Contractor will provide written notification to the TABC of any Subcontractor receiving compensation of fifteen thousand dollars ($15,000.00) or more of the Work under the Contract, a copy of the Subcontract that includes the name and taxpayer identification number of Subcontractor, the task(s) being performed, and the number of Subcontractor employees expected to perform Services. The TABC reserves the right to:

a. Reject the Subcontract or require changes to any provisions that do not comply with the requirements, duties, or responsibilities of the Contract or that create significant barriers for the TABC to monitor compliance with the Contract;

b. Object to the selection of the Subcontractor; or

c. Object to the subcontracting of the Work proposed to be subcontracted.

8.10 HUB/MENTOR PROTÉGÉ

In accordance with State law, it is the TABC’s policy to assist Historically Underutilized Businesses (“HUBs”) whenever possible in providing goods and services to the TABC. The TABC encourages those parties with whom it contracts for the provision of goods and services to adhere to this same philosophy in selecting Subcontractors to assist in fulfilling their obligations with the TABC. In addition to information required by the Contract, Contractor will provide the procurement department of the TABC with pertinent details of any participation by a HUB in fulfilling the duties and obligations arising hereunder.

In addition, the TABC encourages the parties it contracts with to partner with certified HUBs that participate in the Texas Comptroller of Public Accounts' Mentor Protégé Program.

8.11 RELATIONSHIP OF THE PARTIES

Contractor is, and will be, an independent contractor and, subject only to the terms of the Contract, will have the sole right to supervise, manage, operate, control, and direct performance of the details incident to its duties under the Contract. Nothing contained in the Contract will be deemed or construed to create a partnership or joint venture, to create relationships of an employer-employee or principal-agent, or to otherwise create for the TABC any liability whatsoever with respect to the indebtedness, liabilities, and obligations of Contractor or any other party.

Contractor will be solely responsible for, and the TABC will have no obligation with respect to:

a. payment of Contractor's employees for all Services performed;

b. ensuring each of its employees, agents, or Subcontractors who provide Services or Deliverables under the Contract are properly licensed, certified, or have proper permits to perform any activity related to the Work;

c. withholding of income taxes, FICA, or any other taxes or fees;

d. industrial or workers’ compensation insurance coverage;

e. participation in any group insurance plans available to employees of the State of Texas;

f. participation or contributions by the State to the State Employees Retirement System;

g. accumulation of vacation leave or sick leave; and

h. unemployment compensation coverage provided by the State.

8.12 TECHNICAL GUIDANCE LETTERS

In the sole discretion of the TABC, and in conformance with federal and state law, the TABC may issue instructions, clarifications, or interpretations as may be required during Work performance in the form of a Technical Guidance Letter (“TGL”). A TGL must be in writing, and may be delivered by regular mail, electronic mail, or facsimile transmission. Any TGL issued by the TABC will be incorporated into the Contract by reference for all purposes in its entirety, as if physically attached, when it is issued.

8.13 GOVERNING LAW AND VENUE

The Contract and the rights and obligations of the Parties hereto will be governed by, and construed according to, the laws of the State of Texas, exclusive of conflicts of law provisions.

Venue of any suit brought under the Contract will be in a court of competent jurisdiction in Travis County, Texas, unless otherwise elected by the TABC. Contractor irrevocably waives any objection, including any objection to personal jurisdiction or the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have, to the bringing of any action or proceeding in such jurisdiction in respect of the Contract or any document related hereto.

8.14 SEVERABILITY

If any provision contained in the Contract is held to be unenforceable by a court of law or equity, the Contract will be construed as if such provision did not exist and the non-enforceability of such provision will not be held to render any other provision or provisions of the Contract unenforceable.

8.15 SURVIVABILITY

Termination or expiration of the Contract for any reason will not release either Party from any liabilities or obligations in the Contract that (i) the Parties have expressly agreed will survive any such termination or expiration; (ii) remain to be performed; or (iii) by their nature would be intended to be applicable following any such termination or expiration, including maintaining confidentiality of information and records retention.

8.16 FORCE MAJEURE

Except with respect to the obligation of payments under this Contract, if either of the Parties, after a good faith effort, is prevented from complying with any express or implied covenant of this Contract by reason of war; terrorism; rebellion; riots; strikes; acts of God; any valid order, rule, or regulation of governmental authority; or similar events that are beyond the control of the affected Party (collectively referred to as a “Force Majeure”), then, while so prevented, the affected Party’s obligation to comply with such covenant will be suspended, and the affected Party will not be liable for damages for failure to comply with such covenant. In any such event, the Party claiming Force Majeure will promptly notify the other Party of the Force Majeure event in writing and, if possible, such notice will set forth the extent and duration thereof.

8.17 DISPUTE RESOLUTION

The dispute resolution process provided for in Chapter 2260 of the Texas Government Code must be used to attempt to resolve any dispute arising under the contract.

If the Contractor’s claim for breach of Contract cannot be resolved informally with the TABC, the claim shall be submitted to the negotiation process provided in Chapter 2260. To initiate the process, the Contractor shall submit written notice, as required by Chapter 2260, to the individual identified in the Contract for receipt of notices. Any informal resolution efforts shall in no way modify the requirements or toll the timing of the formal written notice of a claim for breach of contract required under Section 2260.051 of the Texas Government Code.

Compliance by the Contractor with Chapter 2260 is a condition precedent to the filing of a contested case proceeding under Chapter 2260.

The contested case process provided in Chapter 2260 is the Contractor’s sole and exclusive process for seeking a remedy for an alleged breach of Contract by the TABC if the parties are unable to resolve their disputes as described above.

Notwithstanding any other provision of the Contract to the contrary, unless otherwise requested or approved in writing by TABC, the Contractor shall continue performance and shall not be excused from performance during the period any breach of contract claim or while the dispute is pending. However, the Contractor may suspend performance during the pendency of such claim or dispute if the Contractor has complied with all provisions of Section 2251.051, Texas Government Code, and such suspension of performance is expressly applicable and authorized under that law.

8.18 NO WAIVER OF PROVISIONS

Neither failure to enforce any provision of the Contract nor payment for services provided under it constitute waiver of any provision of the Contract.

8.19 PUBLICITY

Except as provided in the paragraph below, Contractor must not use the name of, or directly or indirectly refer to, the TABC, the State of Texas, or any other State agency in any media release, public announcement, or public disclosure relating to the Contract or its subject matter, including in any promotional or marketing materials, customer lists, or business presentations.

8.20 PROHIBITION ON NONCOMPETE RESTRICTIONS

Contractor will not require any employees or Subcontractors to agree to any conditions, such as non-compete clauses or other contractual arrangements that would limit or restrict such persons or entities from employment or contracting with the State of Texas.

8.21 NO WAIVER OF SOVEREIGN IMMUNITY

Nothing in the Contract will be construed as a waiver of sovereign immunity by the TABC.

8.22 ENTIRE CONTRACT AND MODIFICATION

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 hereof. Any additional or conflicting terms in any future document incorporated into the Contract will be harmonized by the TABC with the Contract to the extent possible.

8.23 COUNTERPARTS

The Contract may be executed in any number of counterparts, each of which will be an original, and all such counterparts will together constitute but one and the same Contract.

8.24 PROPER AUTHORITY

Each Party hereto represents and warrants that the person executing the Contract on its behalf has full power and authority to enter into the Contract. With respect to compensation, any Services or Work performed by Contractor before the Contract is effective or after it ceases to be effective are performed at the sole risk of Contractor.

8.25 NOTICE OF LEGAL MATTER OR LITIGATION

Contractor shall notify the TABC contract manager assigned to the Contract of any litigation or legal matter related to or affecting the Contract within seven (7) calendar days of becoming aware of the litigation or legal matter.

8.26 INFORMATION MANAGEMENT STANDARDS

Contractor agrees that it will conform to TABC standards for data management as described in the appendices to the Statement of Work.

8.27 ETHICS COMMISSION FILING – DISCLOSURE OF INTERESTED PARTIES

Contractor certifies that it has filed, or is exempt from filing, Texas Ethics Commission Form 1295 found at https://www.ethics.state.tx.us/filinginfo/1295/ in accordance with Tex. Gov’t Code Chapter 2252.908.

8.28 CONSULTING REPORTS

TABC and other state agencies have the right to distribute any report created by a consultant and to post such reports to the agency’s website or to any other state agency or legislative website.

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