ESBD_513148_1778762904370_04 Exhibit C - Draft Signature Document.pdf

TxDMV Contract. No. 608-26-xxxxx Vehicle Titles & Registration Division

SIGNATURE DOCUMENT FOR

TEXAS DEPARTMENT OF MOTOR VEHICLES CONTRACT

FOR REGISTRATION INSERTS PRINTING SERVICES

1. Parties

The Texas Department of Motor Vehicles (“TxDMV”), an administrative agency within the executive branch of the state of Texas, and [Contractor’s Complete Legal Name, including any “DBA”] (“Contractor”), having its principal office at [Contractor’s Complete

Physical Address, not PO Box], each a “Party” and collectively the “Parties,” enter into the following agreement (the “Contract”) for Registration Insert Printing Services.

2. Legal Authority

This Contract is entered pursuant to TxDMV’s Request for Offers No. 608-26-96636 issued

[MM, DD, YYYY] (the “Solicitation”), and is authorized by and in accordance with Chapter

2155 of the Texas Government Code and Chapter 1001 of Texas Transportation Code.

3. Statement of Work

The description of services to which the Contractor acknowledges and agrees to be bound is incorporated into and made part of this Contract for all purposes, as set forth in Attachment A, TxDMV’s Request for Proposals No. 608-26-96636; Attachment B, Cost Proposal Workbook;

and Attachment C, Contractor’s Solicitation Response, to the Contract.

4. Duration

The Contract is effective on the signature date of the latter of the Parties to sign this Contract and will expire on August 31, 2027, unless extended, renewed, or terminated sooner in accordance with the terms and conditions of the Contract. TxDMV, at its sole discretion, and subject to terms and conditions mutually agreeable to the Parties, may extend or renew the

Contract for any period(s) of time, provided the Contract term, including all extensions or renewals, does not exceed five years.

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

Any Work Order issued hereunder may survive the expiration or termination of the Contract.

5. Payment for Services Provided

5.1. Contract Amount. The total amount of the Contract for the initial term will not exceed

$[XXX,XXX.XX]. By executing the Contract, Contractor agrees to the contracted budget

TxDMV Contract No. 608-26-xxxxx Page 2 of 4 and rate(s) for the entire Contract term, including the initial term and all extension and renewal options exercised, as set forth in Attachment B, Cost Proposal Workbook, to the

Contract. However, at TxDMV’s sole discretion, or by mutual agreement of the Parties, as authorized under the Contract, the Parties may amend the total not-to-exceed amount, budget, or rate(s) of the Contract. All expenditures under the Contract must comply with the description of the services identified in Section 3 of this Signature Document and remain within the scope of services as authorized by the Contract Representative identified in Section 6 below or requested through an issued Work Order.

6. Contract Representatives

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

TxDMV Contractor

Adale Bishop, CTCM

Texas Department of Motor Vehicles

Vehicle Titles & Registration Division

4000 Jackson Avenue

Austin, Texas 78731

(512) 465-1459

Adale.bishop@txdmv.gov

[Representative’s Full Name]

[Contractor’s Name]

[Address]

[City, State and Zip Code]

[(Area Code) Phone Number]

[Email Address]

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

7. Additional Conditions

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

7.2. Contract Execution. Each Party represents and warrants that the person executing the

Contract on its behalf has full power and authority to enter into the Contract.

Additionally, each Party agrees that the Contract, as well as any amendments thereto, may be executed by written or electronic signature and may be delivered in multiple counterparts by facsimile or other electronic transfer of an originally signed document, each of which will be as binding on the Party or Parties as an original document. The

Parties agree that this transaction and Contract may be conducted under the “Texas

Uniform Electronic Transactions Act” (“UETA”), Chapter 322 of the Texas Business and Commerce Code, and in particular, the Parties each consent to an electronic signature (as defined in the UETA) as an enforceable signature for the Contract and any amendment thereto. The Parties further agree any objections that electronic signatures and electronically transmitted documents do not constitute the “best evidence” of the documents, or that they do not comply with the “statute of frauds,” as well as any other mailto:Adale.bishop@txdmv.gov

TxDMV Contract No. 608-26-xxxxx Page 3 of 4 similar objections to the validity or admissibility of the documents, are hereby expressly waived by the Parties.

7.3. Entire Agreement. The Contract constitutes the entire agreement of the Parties and is intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter in the Contract; contains all terms and conditions between the

Parties relating to the subject matter set forth in the Contract; and no prior or contemporaneous agreement or understanding pertaining to the same, including, without limitation, any electronic mail correspondence between the Parties involved or other correspondence, shall be deemed or considered included in the Contract.

7.4. General Insurance Requirements. Notwithstanding anything to the contrary in the

Contract, Contractor must carry insurance in the types and amounts indicated in Exhibit

[XX], General Insurance Requirements, to the Solicitation, for the term of the Contract.

The insurance must be evidenced by delivery to TxDMV of certificates of insurance executed by the insurer or its authorized agent stating coverages, limits, expiration dates, and compliance with all applicable required provisions. Upon request, TxDMV will be entitled to receive, without expense, copies of the insurance policies and all endorsements.

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

Contract.

7.6. Work Order Approval and Execution. All Work Orders (as defined and outlined in

Section [XX] of the Solicitation), may be approved without a Contract Amendment only by using the approved TxDMV Work Order Form (PCL-612) and signed by the TxDMV

Purchasing Director or designee and the Contractor’s Contract Representative, as identified in Section 6 of this Signature Document. All Work Orders, once fully executed, are deemed incorporated by reference and become part of the Contract. Any modifications to a Work Order must be documented through execution of an additional

Work Order.

8. Contract Documents

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

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

• This Signature Document;

• Attachment A, TxDMV’s Request for Proposals No. 608-26-96636, including all exhibits and addenda thereto;

• Attachment B, Cost Proposal Workbook; and

• Attachment C, Contractor’s Response.

TxDMV Contract No. 608-26-xxxxx Page 4 of 4

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

9. Signatures

By signing below, the Parties confirm they have read the Contract and bind themselves to faithful performance of the duties and obligations therein. Except as expressly provided in the

Contract, any services and work performed by the Contractor before the Contract is effective or after it ceases to be effective are undertaken at the sole risk of Contractor.

SIGNATURE PAGE FOR

TEXAS DEPARTMENT OF MOTOR VEHICLES CONTRACT

Texas Department of Motor Vehicles

[Contractor’s Complete Legal Name without DBA]

By: _____________________________

Daniel Avitia

Executive Director

Date: _________________

By: _____________________________

[Full Name]

[Title]

Date: _________________

Attachments Follow